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HomeMy WebLinkAboutAG-S-FCAP-26-005, Golf Course Main Electrical RepairENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 1 of 15 NON-FORMALLY BID PUBLIC WORKS CONTRACT AG-S-FCAP-26-005, Golf Course Main Electrical Repair THIS CONTRACT is entered into between the City of Auburn, a Washington Municipal Corporation ("City"), and _Advanced Northwest Electric LLC_ ("Contractor"), whose mailing address is _17508 54th Ave SE, Bothell, WA 98012_. RECITALS: 1. The City is in need of construction contracting services to complete the public work as described in this Contract. 2. Contractor is qualified to perform the construction contracting services described in the Scope of Work. 3. The City wishes to engage Contractor for the performances of these construction contracting services. 4. This contract was not formally bid because (check one) SMALL PUBLIC WORKS CONTRACT: Engineer’s Estimate < $75,700.00 for single trade work and <150,000.00 for multiple trade work. This contract was procured through an “…other procurement process as deemed appropriate by the City Engineer” per ACC 3.12.020(E). The contract procurement process included issuance of a Request for Quotes to 3 or more contractors. SMALL PUBLIC WORKS CONTRACT : $350,000.00. This contract was procured using the Small Public Works process as described in RCW 39.04.152. EMERGENCY PUBLIC WORKS CONTRACT: Per RCW 39.04.280, this work is exempt from competitive bidding requirements because the work is considered an emergency, meaning unforeseen circumstances beyond the control of the City either: (a) Present a real, immediate threat to the proper performance of essential functions; or (b) will likely result in material loss or damage to property, bodily injury, or loss of life if immediate action is not taken. COOPERATIVE PURCHASING AGREEMENT: This contract is being let under (cooperative contract No. X) between (agency) and (contractor) in accordance with RCW 39.34 (Interlocal Cooperation Act). Other ___________________. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F ENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 2 of 15 AGREEMENT 1) CONTRACTOR SERVICES The Contractor shall do all work and furnish all tools, materials and equipment for the construction of Project No. AG-S-FCAP-26-005 in accordance with this Contract form. Scope of work is as follows: Work to be accomplished per the Work Description; located Auburn Golf Course Clubhouse Basement in the Main Electrical Room was provided by Advanced Northwest Electric LLC Bid Proposal. The complete Contract includes the following parts, which are by this reference incorporated herein and made a part hereof. Any inconsistency in the parts of the Contract shall be resolved by the order in which they are listed (unless noted otherwise, all references to documents under separate cover below are to the latest edition published at the time this contract is executed): A. Non-Formally Bid Public Works Contract (this form) B. Construction Work Quote Form C. List project specific specification, exhibits, attachments, drawings, included D. City of Auburn Design Standards E. Washington State Department of Labor & Industries Prevailing Wage Rates and Benefit Key Code effective the date the Contractor submitted the Construction Work Quote Form F. On the Contract plans, working drawings, and standard plans, figured dimensions shall take precedence over scaled dimensions. 2) CITY OF AUBURN BUSINESS LICENSE The Contractor, subcontractors, and lower tier subcontractors, shall have an active City of Auburn business license. 3) NOTICE TO PROCEED A Notice to Proceed will be issued once the Contract has been fully executed by the Contractor and City, and all insurance and licensing requirements as set forth in the contract have been met. The Notice to Proceed Date shall be either the date the Contractor commenced contract work or the date the contract has been fully executed by the Contractor and City and all insurance and licensing requirements as set forth in the contract have been met, whichever occurs first. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F ENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 3 of 15 4) TIME OF COMPLETION The Contractor shall complete the work within _30_ working days from the Notice to Proceed Date. 5) LIQUIDATED DAMAGES (CHECK ONE) Liquidated damages shall not apply to this contract. Liquidated damages shall apply to this contract as follows: If said work is not completed within the time specified, the Contractor agrees to pay liquidated damages to the City as follows: A. To pay (according to the following formula) liquidated damages for each working day beyond the number of working days established for physical completion, and B. To authorize the Engineer to deduct these liquidated damages from any money due or coming due to the Contractor. C. Liquidated damages will not be assessed for any days for which an extension of time is granted. No deduction or payment of liquidated damages will, in any degree, release the Contractor from further obligations and liabilities to complete the entire Contract. Formula: Contract Price (without tax) x 0.15, divided by the original number of working days for completion. 6) HOURS OF WORK Allowed hours of work are as specified in the City of Auburn Engineering Construction Standards – General Special Provisions, Section 1-08.0(2) (Hours of Work), which by reference is incorporated is a part of this contract. 7) COMPENSATION The Contractor shall do all work and furnish all tools, materials, and equipment for the work and services contemplated in this Contract for compensation as follows: (Check One) Lump Sum Amount Unit Bid Prices as listed in the Construction Work Quote Form Not to Exceed Amount, paid per the Force Account method as described in Section 1- 09.6 of the current WSDOT Standard Specifications for Road, Bridge and Municipal Construction Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F ENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 4 of 15 The Lump Sum Amount, Total Unit Bid Price, or Not To Exceed Amount, as specified above is $_37,800.00_, and Washington State Sales Tax of $_3,893.40_ for a total contract price of $_41,693.40_. This project is subject to use tax, which shall be included in the lump sum, unit bid, or time and material compensation amount listed herein. The City’s sales tax area is 1702 for work within King County and 2724 for work within Pierce County. No payment shall be issued until a Statement of Intent to Pay Prevailing Wages form, for the Contractor and each and every Subcontractor, has been approved by the State Department of Labor & Industries, and is received by the City. A. Performance Bond The Contractor shall furnish the City with an executed performance bond for the full Contract amount, unless the contact amount is $150,000.00 or less and the Contractor has elected to have 10% retainage held by the City, in which case a performance bond is not required for this project. B. Retainage (check one) This contract is $150,000.00 or less, therefore, the following applies: The Contractor may elect to furnish a performance bond, in which case the City shall hold back retainage in the amount of 5% of any and all payments made to the Contractor, OR have the City retain, in lieu of the performance bond, 10% of the total Contract amount, pursuant to RCW 39.08.010. The Contractor shall execute a “Declaration of Option for Performance Bond or Additional Retainage” to indicate his/her option. If furnishing a performance bond, the Contractor can choose to have the retainage held by the City in a non-interest bearing account, have it placed in an Escrow (interest bearing) Account, or submit a bond in lieu of retainage. Said retainage shall be held by the City for a period of 30 days after the Completion Date, or until receipt of all necessary releases from the State Department of Revenue and State Employment Security Department, including Affidavits of Wages paid for the Contractor and each and every subcontractor, and until settlement of any liens filed under Chapter 60.28 RCW, whichever is later. This contract is over, $150,000.00, therefore, the following applies: The City shall hold back retainage in the amount of 5% of any and all payments made to the Contractor pursuant to RCW 39.08.010. The Contractor can choose to have the retainage held by the City in a non-interest bearing account, have it placed Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F ENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 5 of 15 in an Escrow (interest bearing) Account, or submit a bond in lieu of retainage. Said retainage shall be held by the City for a period of 30 days after the Completion Date, or until receipt of all necessary releases from the State Department of Revenue and State Employment Security Department, including Affidavits of Wages paid for the Contractor and each and every subcontractor, and until settlement of any liens filed under Chapter 60.28 RCW, whichever is later. C. Defective or Unauthorized Work The City reserves its right to withhold payment from the Contractor for any defective or unauthorized work. Defective or unauthorized work includes, without limitation: work and materials that do not conform to the requirements of this Contract; and extra work and materials furnished without the City's written approval. If the Contractor is unable, for any reason, to satisfactorily complete any portion of the work, the City may complete the work by contract or otherwise, and the Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Contract price specified above. The City further reserves its right to deduct the cost to complete the Contract work, including any additional costs, from any and all amounts due or to become due the Contractor. D. Final Payment: Waiver of Claims The submittal of the Final Invoice by the Contractor shall constitute a waiver of claims, except those previously and properly made and identified by the Contractor as unsettled at the time Final Invoice is submitted by the Contractor. 8) INDEPENDENT CONTRACTOR The parties intend that an Independent Contractor - Employer Relationship will be created by this Contract, the City being interested only in the results obtained under this Contract. 9) SUBCONTRACTING Work done by the Contractor’s own organization shall account for at least 30 percent of the awarded Contract price. Before computing this percentage however, the Contractor may subtract (from the awarded Contract price) the costs of any subcontracted work on items the Contract designates as specialty items. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F ENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 6 of 15 The Contractor shall not subcontract work unless the City approves in writing. Each request to subcontract shall be on the form the City provides. If the City requests, the Contractor shall provide proof that the subcontractor has the experience, ability, and equipment the work requires. The Contractor shall require each subcontractor to comply with RCW 39.12 (Prevailing Wages on Public Works) and to furnish all certificates and statements required by the Contract. No payment shall be issued until a Statement of Intent to Pay Prevailing Wages form, for the Contractor and each and every subcontractor, has been approved by the State Department of Labor & Industries, and is received by the City. Along with the request to sublet, the Contractor shall submit the names of any contracting firms the subcontractor proposes to use as lower tier subcontractors. Collectively, these lower tier subcontractors shall not do work that exceeds 25 percent of the total amount subcontracted to a subcontractor. When a subcontractor is responsible for construction of a specific structure or structures, the following work may be performed by lower tier subcontractors without being subject to the 25 percent limitation: A. Furnishing and driving of piling, or B. Furnishing and installing concrete reinforcing and post-tensioning steel. Except for the 25 percent limit, lower tier subcontractors shall meet the same requirements as subcontractors. The City will approve the request only if satisfied with the proposed subcontractor’s record, equipment, experience and ability. Approval to subcontract shall not: 1. Relieve the Contractor of any responsibility to carry out the Contract. 2. Relieve the Contractor of any obligations or liability under the Contract and the Contractor’s bond. 3. Create any contract between the City and the subcontractor, or 4. Convey to the subcontractor any rights against the City. The City will not consider as subcontracting: (1) purchase of sand, gravel, crushed stone, crushed slag, batched concrete aggregates, ready mix concrete, off-site fabricated structural steel, other off- site fabricated items, and any other materials supplied by established and recognized commercial plants; or (2) delivery of these materials to the work site in vehicles owned or operated by such plants or by recognized independent or commercial hauling companies. However, the Washington Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F ENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 7 of 15 State Department of Labor and Industries may determine that RCW 39.12 applies to the employees of such firms identified in A and B above in accordance with WAC 296-127. If dissatisfied with any part of the subcontracted work, the City may request in writing that the subcontractor be removed. The Contractor shall comply with this request at once and shall not employ the subcontractor for any further work under the Contract. This section does not create a contractual relationship between the City and any subcontractor. Also, it is not intended to bestow upon any subcontractor, the status of a third-party beneficiary to the Contract between the City and the Contractor. 10) TERMINATION The City may terminate this Contract for good cause. "Good cause" shall include, without limitation, any one or more of the following events: A. The Contractor's refusal or failure to supply a sufficient number of properly-skilled workers or proper materials for completion of the Contract work. B. The Contractor's failure to complete the work within the time specified in this Contract. C. The Contractor's failure to make full and prompt payment to subcontractors or for material or labor. D. The Contractor's persistent disregard of federal, state or local laws, rules or regulations. E. The Contractor's filing for bankruptcy or becoming adjudged bankrupt. After all the work contemplated by the Contract has been completed either by the Surety or the City, the City will calculate the total expenses and damages for the completed work. If the total expenses and damages are less than any unpaid balance due the Contractor, the excess will be paid by the City to the Contractor. If the total expenses and damages exceed the unpaid balance, the Contractor and the Surety shall be jointly and severally liable to, and shall pay the difference to, the City on demand. 11) PREVAILING WAGES Contractor shall file a "Statement of Intent to Pay Prevailing Wages" with the State of Washington Department of Labor & Industries prior to commencing the Contract work. The Contractor shall pay prevailing wages and comply with Chapter 39.12 of the Revised Code of Washington, as well as any other applicable prevailing wage rate provisions. The prevailing wage rate revision in effect on the date the Contractor submitted the Construction Work Quote Form is attached and by this reference incorporated herein and made a part hereof. No payment shall be issued until a Statement Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F ENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 8 of 15 of Intent to Pay Prevailing Wages form, for the Contractor and each and every subcontractor, has been approved by the State Department of Labor & Industries, and is received by the City. Retainage, if applicable, shall not be released until an Affidavit of Wages Paid form for the Contractor and each and every subcontractor, has been approved by the State Department of Labor & Industries, and is received by the City. 12) CHANGES The City may issue a written change order for any change in the Contract work during the performance of this Contract. If the Contractor determines, for any reason, that a change order is necessary, the Contractor must submit a written change order request to an authorized agent of the City within 10 calendar days of the date the facts and events giving rise to the requested change occurred. If the City determines that the change increases or decreases the Contractor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Contractor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Contractor shall proceed with the change order work upon receiving either a written change order from the City or an oral order from the City. If the Contractor fails to request a change order within the time allowed, the Contractor waives its right to make any claim or submit subsequent change order requests for that portion of the Contract work. If the Contractor disagrees with the equitable adjustment, the Contractor must complete the change order work; however, the Contractor may elect to protest the adjustment as provided below: A. Procedure and Protest by the Contractor If the Contractor disagrees with anything required by a change order, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Contractor shall: 1. Within 2 days of receiving a written change order or oral order that the Contractor desires to protest, the Contactor shall give a signed written notice of protest to the City; and 2. Supplement the written protest within 14 calendar days with a written statement that provides the following information: a. The date of the Contractor's protest. b. The nature and circumstances that caused the protest. c. The provisions in this Contract that support the protest. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F ENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 9 of 15 d. The estimated dollar cost, if any, of the protested work and how that estimate was determined. e. An analysis of the progress schedule showing the schedule change or disruption if the Contractor is asserting a schedule change or disruption. The Contractor shall keep complete records of extra costs and time incurred as a result of the protested work. The City shall have access to any of the Contractor's records needed for evaluating the protest. 3. The City will evaluate all protests, provided the procedures in this section are followed. If the City determines that a protest is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. B. Contractor's Duty to Complete Protested Work In spite of any protest, the Contractor shall proceed promptly with the work as the City has ordered. C. Contractor's Acceptance of Changes The Contractor accepts all requirements of a change order by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. A change order that is accepted by the Contractor as provided in this section shall constitute full payment and final settlement of all claims for Contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. D. Failure to Protest Constitutes Waiver By not protesting as this section provides, the Contractor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver By failing to follow the procedures of this section, the Contractor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F ENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 10 of 15 13) CLAIMS The Contractor waives right to a claim if they have not followed the protest procedures outlined in this Contract. If resolution of a protest cannot be reached, and the Contractor wishes to pursue a claim, the Contractor shall give written notice of claim to the City within 15 calendar days of the City’s notice of its final decision on the Contractor’s protest. Any claim for damages, additional payment for any reason, or extension of time, whether under this Contract or otherwise, shall be conclusively deemed to have been waived by the Contractor unless a timely written claim is made in strict accordance with the applicable provisions of this Contract. At a minimum, a Contractor's written claim must include the information set forth regarding protests in this Contract. Failure to provide a complete, written notification of claim within the time allowed shall be an absolute waiver of any claims arising in any way from the facts or events surrounding that claim or caused by that delay. The Contractor must, in any event, file any claim or bring any suit arising from or connected with this Contract prior to signing the Final Payment Form. 14) WARRANTY (CHECK ONE) No warranty applies to the Contract Work. Warranty applies to the Contract Work as follows: All defects in workmanship and materials that occur within one year of the Contract Completion date shall be corrected by the Contractor. When defects are corrected, the warranty for that portion of the work shall extend for one year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within 7 calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 15) INDEMNIFICATION Contractor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Contract, except for injuries and damages caused by the sole negligence of the City. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F ENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 11 of 15 The City's inspection or acceptance of any of the Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Contract is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officers, officials, employees, agents and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that this indemnification constitutes the Contractor’s waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. The parties acknowledge that they have mutually negotiated this waiver. The provisions of this section shall survive the expiration or termination of this Contract. 16) INSURANCE Insurance requirements shall be as specified in the City of Auburn Engineering Construction Standards – General Special Provisions, Section 1-07.18 (Insurance) which by reference is incorporated is a part of this contract. 17) CORRESPONDENCE (CHECK ONE) Submittals and formal Requests for Information (RFI) shall not be required for this contract. Submittals and Requests for Information (RFI) shall be as follows: A. Requests for Information (RFI’s). RFI’s shall be made electronically and shall be transmitted via e-mail to PWSubmittals@auburnwa.gov. The e-mail subject line of electronic RFI’s shall include the following: Contract Number and Project Name/Number as applicable – RFI Title/Subject. Each e-mail shall be limited to 10 MB’s in size. All RFI’s shall accompany the City of Auburn “CIP Construction Request for Information” (RFI) form as a cover letter with enough information provided for the Engineer to respond accordingly. The time required to evaluate and review RFI’s is not the same for all RFI’s. The Contractor shall allow a minimum of 10 calendar days, unless otherwise noted, for the Engineer to respond. B. Submittals. All submittals shall be made electronically and shall be transmitted via e-mail to PWSubmittals@auburnwa.gov. The e-mail subject line of electronic submittals shall include the following: <<<Project Number>>>, <<<Project Name>>> - “Submittal Title”. Each electronic email shall be limited to 10 MB’s in size. All electronic submittals shall Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F ENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 12 of 15 be clear, sharp high contrast electronic files in Word 2016, Excel 2016 or PDF formats. All submittals shall accompany the City of Auburn “Request for Submittal Approval” (RSA) form. Any submittals made without the RSA form or without all of the required information on the form filled out by the Contractor shall be rejected without review. No additional compensation or time extension shall be granted for a Contractor not supplying this form as a cover letter for their submittals or for an improperly filled out form. The RSA form shall be completed by the Contractor as follows: For any item being submitted to the City for review and approval for the first time, check the “New Submittal” box. The City will assign the item a submittal number. For items that have been previously submitted and require a re-submittal, check the “Re-submittal of No. ___” box and fill in the submittal number that was assigned by the City to the original submittal. For submittals that are providing Material Acceptance Documentation for a submittal that has been previously made, the Contractor shall check the “Material Acceptance Documentation for Submittal No.___” box and fill in the submittal number that was assigned by the City for which the Contractor is supplying the acceptance documentation for. Fill in the Contract Number (I.E. ## - ##) and Contract/Project Name; Fill in the Project Identifying Number (I.E. CP####); Fill in the Date the Submittal was transmitted to the City; Provide the Contractor’s name and, if applicable, the name of Subcontractor or supplier who prepared the submittal; The Contractor is strongly encouraged to submit only one material or item per RSA form, however if more than one material or item is listed on the form then provide a General Submittal Title that is applicable to the group. Do not group non-like materials or items on the same form; When applicable, provide the Bid Item number the submittal is referencing; Provide a submittal description (be specific). For material submittals, provide the Type of Material, the Manufacturer’s Product/Type, or the trade name of the product; When applicable, provide the Name and the Location of the Fabricator or the Manufacturer’s name or the Pit Number. This should be the actual manufacturer, not the supplier or distributor, Provide the Contract Specification section number(s) or the page number the submittal material is referencing, or you can list the Plan Sheet number; and Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F ENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 13 of 15 For material submittals, indicate whether the submittal is requesting use of the WSDOT Qualified Product List (QPL) or if the submittal is a Request for Approval of Material (RAM) that is not in the QPL, by checking the appropriate box. For non-material submittals and for material acceptance documentation these boxes shall be left blank. If the Contractor elects to use a product listed in the QPL, the submittal documentation shall be prepared in accordance with the instructions in the WSDOT QPL program and shall be the most current list available at the time the product is proposed to be used. 18) MISCELLANEOUS A. Nondiscrimination. In the hiring of employees for the performance of work under this Contract, the Contractor, its subcontractors, or any person acting on behalf of Contractor shall not, by reason of race, religion, color, sex, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. B. Compliance with Laws. The Contractor shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the performance of this Contract. C. Qualifications of Bidder. Before award of a public works contract, a bidder must meet at least the minimum qualifications of RCW 39.04.350(1) to be considered a responsible bidder and qualified to be awarded a public works project. D. Work Performed at Contractor's Risk. The Contractor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of this Contract. All work shall be done at the Contractor's own risk, and the Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. E. Nonwaiver of Breach. The failure of the City to insist upon strict performance of any of the terms and rights contained herein, or to exercise any option herein conferred in one or more instances, shall not be construed to be a waiver or relinquishment of those terms and rights and they shall remain in full force and effect. F. Governing Law. This Contract shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the City and the Contractor under any of the provisions of this Contract, resolution of that dispute shall be available only through the jurisdiction, venue and rules of the King County Superior Court, King County, Washington. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F ENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 14 of 15 G. Attorney's Fees. To the extent not inconsistent with RCW 39.04.240, in any claim or lawsuit for damages arising from the parties' performance of this Contract, each party shall be responsible for payment of its own legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit; however, nothing in this subsection shall limit the City's right to indemnification under Section 15 of this Contract. H. Written Notice. All communications regarding this Contract shall be sent to the parties at the addresses listed on the signature page of this Contract, unless otherwise notified. Any written notice shall become effective upon delivery, but in any event 3 calendar days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Contract. I. Assignment. Any assignment of this Contract by the Contractor without the written consent of the City shall be void. J. Modification. No waiver, alteration, or modification of any of the provisions of this Contract shall be binding unless in writing and signed by a duly authorized representative of the City and the Contractor. K. Severability. If any one or more sections, sub-sections, or sentences of this Contract are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this Contract and the remainder shall remain in full force and effect. L. Entire Contract. The written provisions and terms of this Contract, together with any referenced documents and attached Exhibits , supersede all prior verbal statements by any representative of the City, and those statements shall not be construed as forming a part of or altering in any manner this Contract. This Contract, referenced documents, and any attached Exhibits contain the entire Contract between the parties. Should any language in any referenced documents or Exhibits to this Contract conflict with any language contained in this Contract, the terms of this Contract shall prevail. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F ENG-059, Revised 8/24, Legal Review 8/24 NON-FORMALLY BID PUBLIC WORK CONTRACT NO. AG-S-FCAP-26-005 12/29/2025 Page 15 of 15 IN WITNESS WHEREOF, the parties below have executed this Contract. CONTRACTOR THE CITY OF AUBURN (Signature) (Signature) By Andrew Beuca By Nancy Backus (Print name here) Its Owner Its Mayor (Authorized representative) DATE: DATE: APPROVED AS TO FORM: __________,City Attorney Notices to be sent to: Notices to be sent to: CONTRACTOR CITY OF AUBURN Attn: Andrew Beuca Attn: Edward Grube 17508 54TH Ave 25 West Main Street Bothell, WA 98012 Auburn, WA 98001 Phone: 206-641-0651 Phone: 253.410.5661 E-mail: advancednwelectric@gmail.com E-mail: egrube@auburnwa.gov Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F 1/15/2026 1/15/2026 Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F CU 60 02 04 21 © 2020 Liberty Mutual Insurance Page 1 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL UMBRELLA CU 60 02 04 21 COMMERCIAL UMBRELLA COVERAGE FORM Various provisions in this policy restrict coverage. Please read the entire policy carefully to determine your rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to the "named insured" as shown in the Commercial Umbrella Policy Declarations and any other person or organization qualifying as a "named insured" under this policy. The words "we", "us" and "our" refer to the company providing this insurance as identified in the Declarations. The word "insured" means any person or organization qualifying as such under Section II – Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section VII – Definitions. We, the company named in the Declarations, relying upon the statements made and information furnished to us and in return for the payment of premium and subject to the terms, conditions and limits of insurance of this policy, agree with you to provide coverage as follows: INSURING AGREEMENTS SECTION I – COVERAGES 1. We will pay on behalf of an insured those sums in excess of the "retained limit" that an insured becomes legally obligated to pay by reason of liability imposed by law or assumed by an insured under an "insured contract" as damages because of "bodily injury", "property damage", or "personal and advertising injury" to which this insurance applies. The amount we will pay for damages is limited as described below in Section III – Limits Of Insurance. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Section IV – Defense. 2. The insurance applies to: a. "Bodily injury" or "property damage" only if: (1) The "bodily injury" or "property damage" occurs during the "policy period"; (2) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; and (3) Prior to the "policy period", no insured listed under Paragraph 2. of Section II – Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such insured listed or authorized "employee" knew, prior to the "policy period", that the "bodily injury" or "property damage" occurred, then the continuation, change or resumption of that "bodily injury" or "property damage" during or after the "policy period" will also be deemed to have been known prior to the "policy period". b. "Personal and advertising injury" only if: (1) The "personal and advertising injury" is caused by an "offense" arising out of your business; (2) The "offense" causing the "personal and advertising injury" was committed during the "policy period"; and (3) The "offense" takes place in the "coverage territory". Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Page 2 of 24 © 2020 Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 3. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 2. of Section II – Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: a. Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; b. Receives a written or verbal demand or claim for damages because of "bodily injury" or "property damage"; or c. Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. If such listed insured or authorized "employee" knew, prior to the "policy period", that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the "policy period" will be deemed to have been known prior to the "policy period". 4. "Bodily injury" or "property damage" which occurs during the "policy period" and which was not, prior to the "policy period", known to have occurred or to have begun to occur by any insured listed under Paragraph 2. of Section II – Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the "policy period". 5. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from "bodily injury". SECTION II – WHO IS AN INSURED 1. The "named insured" is an insured. 2. If you are designated in the Declarations as: a. An individual, you and your "spouse" are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you and your "spouse" are insureds. The partners or members and their "spouses" are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture, or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 3. Each of the following is also an insured: a. Your "volunteer workers" but only while performing duties related to the conduct of your business, your "employees", other than your "executive officers" (if you are an organization other than a partnership, joint venture, or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F CU 60 02 04 21 © 2020 Liberty Mutual Insurance Page 3 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the "spouse", child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury to persons described in Paragraph (1)(a) or (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, Paragraphs (1)(a), (1)(b), and (1)(c) do not apply to the extent "underlying insurance" provides coverage for such person(s). Coverage for such persons under this policy, will be no broader than that provided by "underlying insurance". Coverage provided by this policy for "bodily injury" to a co-"employee" or "volunteer worker" will not apply if the injured co-"employee's" or "volunteer worker's" remedy for such injury is provided under a workers' compensation law or any similar law. (2) "Property damage" to property: (a) Owned, occupied, or used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person or organization, other than the "named insured", who qualifies as an additional insured in the "underlying insurance". However, coverage under this policy will be no broader than that provided by "underlying insurance". The insurance afforded to such additional insured only applies to the extent permitted by law and the amount we will pay for damages is limited as described in Section III – Limits Of Insurance. c. Any person, other than your "employee" or "volunteer worker", or organization while acting as your real estate manager. d. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. e. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy. f. With respect to liability arising out of the maintenance, ownership, or use of an "auto", any person or organization qualifying as an insured in the "underlying insurance" which provides coverage for such "auto", but only to the extent provided in such "underlying insurance". No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture, or limited liability company that is not a "named insured". SECTION III – LIMITS OF INSURANCE 1. The Limits of Insurance shown in (Item 4) of the Declarations and the rules below fix the most we will pay regardless of the number of: Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Page 4 of 24 © 2020 Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. a. Insureds; b. Claims made or "suits" brought; c. Persons or organizations making claims or bringing "suits"; or d. Coverages provided under this policy. 2. The General Aggregate Limit is the most we will pay for all damages covered under Section I – Coverages except: a. Damages included in the "products-completed operations hazard"; and b. Damages caused by an "occurrence" and resulting from the ownership, maintenance, or use of a covered "auto". 3. The Products-Completed Operations Aggregate Limit is the most we will pay for all damages included in the "products-completed operations hazard". 4. Subject to Paragraph 2. or 3. in Section III – Limits Of Insurance, whichever applies, the Each Occurrence Limit is the most we will pay for all damages covered under Section I – Coverages because of one "occurrence" or one "offense". Non-Cumulation of Liability – Same Occurrence – if one "occurrence" causes "bodily injury" and/or "property damage" or one "offense" causes "personal and advertising injury", during the "policy period" and during the "policy period" of one or more prior, and/or future, commercial umbrella or excess liability policy(ies) issued to you by us and any affiliated insurance company, then this policy's Each Occurrence Limit will be reduced by the amount of each payment made by us and any affiliated insurance company under the other policy(ies) because of such "occurrence" or "offense". This paragraph will not apply to insurance specifically written as excess over this policy. 5. If the applicable Limits of Insurance of "underlying insurance" or of "other insurance" providing coverage to the insured are reduced or exhausted by actual payment of damages, we will, subject to the terms and condition of this policy: a. In the event of reduction, pay in excess of the reduced Limits of Insurance of "underlying insurance" and any applicable "other insurance"; or b. In the event of exhaustion, continue in force as "underlying insurance", but for no broader coverage than is available under this policy. The "retained limit" will not be reduced or exhausted by defense costs, loss adjustment expenses, supplementary payments or similar amounts that reduce or exhaust the policy limits of "underlying insurance" or "other insurance". 6. If there is applicable "underlying insurance" with a "policy period" that is non-concurrent with the "policy period" of this policy, the "retained limit" with respect to any coverage provided by this policy excess of such "underlying insurance" will only be reduced or exhausted by payments for: a. "Bodily injury" or "property damage" that occurs during the "policy period" of this policy; or b. "Personal and advertising injury" for "offenses" that are committed during the "policy period" of this policy. However, if any "underlying insurance" is written on a claims-made basis, the "retained limit" will only be reduced or exhausted by claims for that insurance that are made during the "policy period", or any Extended Reporting Period, applicable to this policy. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F CU 60 02 04 21 © 2020 Liberty Mutual Insurance Page 5 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 7. The Limits of Insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the "policy period", unless the "policy period" is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. 8. We will be liable only for that portion of damages, subject to the Each Occurrence Limit stated in the Declarations, in excess of the "retained limit", and then up to an amount not exceeding the Each Occurrence Limit as stated in the Declarations. Once the Self-Insured Retention has been exhausted by actual payment of claims in full by the insured, the Self-Insured Retention will not be reapplied or again payable by the insured for said "policy period". 9. If coverage provided to an additional insured is required by a contract or agreement, we will pay on behalf of the additional insured the lesser of: a. The amount of insurance required by the contract or agreement less any amounts payable by any "underlying insurance" or otherwise retained; or b. The available applicable Limits of Insurance of this policy. The Limits of Insurance applicable to such additional insureds are included within, and are not in addition to, the Limits of Insurance shown in the Declarations of this policy. SECTION IV – DEFENSE 1. We will have the right and duty to defend the insured against any claim or "suit" seeking damages covered by the terms and conditions of this policy, by counsel of our choice, when: a. The applicable limits of the "underlying insurance" and "other insurance" providing coverage to the insured have been exhausted by actual payment of damages to which this policy applies; or b. Damages are sought for any "occurrence" or "offense" which is covered by this policy but not covered by the "underlying insurance" or "other insurance" providing coverage to the insured. 2. When we assume the defense of any claim or "suit": a. We have the right to investigate, defend, and settle the claim or "suit" as we deem appropriate. b. We will pay the following as expenses, to the extent that they are not included in the "underlying insurance" or any applicable "other insurance": (1) All expenses we incur. (2) Premiums on bonds to release attachments, which bond amounts will not exceed our applicable Limits of Insurance, but we are not obligated to apply for or furnish any such bond. (3) Premiums on appeal bonds, which bond amounts will not exceed our applicable Limits of Insurance, required by law to appeal any claim or "suit" we defend, but we are not obligated to apply for or furnish any such bond. (4) All costs taxed against the insured in any claim or "suit" we defend. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. (5) Pre-judgment interest awarded against the insured on that part of the judgment we pay that is within our applicable Limits of Insurance. However, if we make an offer to pay the applicable Limits of Insurance, we will not pay any pre-judgment interest based on the period of time that accrues after the offer. (6) All interest that accrues after entry of judgment and before we have paid, offered to pay or deposited in court the part of the judgment that is within our applicable Limit of Insurance. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Page 6 of 24 © 2020 Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (7) The insured's actual and reasonable expenses incurred at our request including actual loss of earnings up to $500 a day because of time off from work. These expenses are payable in addition to our Limits of Insurance. 3. Our duty to defend any claim or "suit" or pay any expenses as outlined in Paragraph 2.b. above, will end when our applicable Limits of Insurance have been exhausted by payment of judgments or settlements. 4. Except as provided in Paragraph 1. in Section IV – Defense, we will not be obligated to participate or assume charge of the settlement or defense of any claim or "suit" against the insured. We will, however, have the right and will be given the opportunity to participate in the settlement, defense and trial of any claim or "suit" which, in our opinion, may create liability on our part under the terms of this policy. If we exercise such right, we will do so at our own expense. 5. If we have a duty to defend but are prevented by law or statute from performing that duty, you agree to take up such defense and investigation. We will reimburse you for our share of the reasonable costs incurred for such investigation or defense. SECTION V – EXCLUSIONS This insurance does not apply to: 1. Aircraft Any liability arising out of the ownership, maintenance, use or entrustment to others of any aircraft, if such aircraft is owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured. However, this exclusion does not apply to the extent "underlying insurance" provides such coverage. Coverage under this policy will be no broader than that provided by "underlying insurance". 2. Asbestos Any liability, loss, cost or expense arising or allegedly arising out of or related in any way, either directly or indirectly, to: a. Asbestos, asbestos products, asbestos-containing materials or products, asbestos fibers or asbestos dust, including, but not limited to, manufacture, mining, use, sale, installation, removal, or distribution activities; b. Exposure to, testing for, monitoring of, cleaning up, removing, containing or treating of asbestos, asbestos products, asbestos-containing materials or products, asbestos fibers or asbestos dust, regardless if such testing monitoring, cleaning containing or treating is requested, ordered or mandated by any regulatory or governmental entity; or c. Any obligation to investigate, settle or defend, or indemnify any person against any claim or "suit" arising out of, or related in any way, either directly or indirectly, to asbestos, asbestos products, asbestos- containing materials or products, asbestos fibers or asbestos dust, regardless if such claim or "suit" is brought by or on behalf of any regulatory or governmental entity. 3. Auto Coverages a. Any loss, cost or expense payable under first-party "auto" physical damage, "auto" no-fault law, uninsured motorist or underinsured motorist law, "auto" medical payments coverage, personal injury protection or under any similar law, regulation or ordinance. b. Any liability arising out of the ownership, maintenance, use or entrustment to others of any "auto". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F CU 60 02 04 21 © 2020 Liberty Mutual Insurance Page 7 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. However, this exclusion does not apply to the extent "underlying insurance" provides such coverage. Coverage under this policy will be no broader than that provided by "underlying insurance". 4. Contractual Liability Any liability assumed by any insured under any contract or agreement. This exclusion does not apply: a. To liability that the insured would have in the absence of the contract or agreement; b. To "bodily injury" or "property damage" assumed in an "insured contract", provided that the "bodily injury" or "property damage" occurs subsequent to the execution of the "insured contract"; or c. To the extent that coverage is provided by "underlying insurance". Coverage under this policy will be no broader than that provided by "underlying insurance". Solely for purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of liability, provided: (1) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insurance contract"; and (2) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged; 5. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: a. A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or b. A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. 6. Damage To Property "Property damage" to: a. Property you own, rent or occupy including any costs or expenses incurred by you, or any other person, organization or entity for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; b. Premises you sell, give away, or abandon, if the "property damage" arises out of any part of those premises; c. Property loaned to you; d. Personal property in the care, custody or control of an insured; e. That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operation, if the "property damage" arises out of those operations; or f. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Page 8 of 24 © 2020 Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Paragraph 6.b. of this exclusion does not apply if the premises are "your work" and were never occupied, rented, or held for rental by you. Paragraphs 6.c., 6.d., 6.e. and 6.f. of this exclusion do not apply to liability assumed under a railroad sidetrack agreement. Paragraphs 6.c. and 6.d. of this exclusion do not apply to liability assumed under a written Trailer Interchange Agreement. Paragraph 6.f. of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". 7. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. 8. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. 9. Employer's Liability "Bodily injury" to: a. An "employee" of any insured arising out of and in the course of: (1) Employment by the insured; or (2) Performing duties related to the conduct of any insured's business; or b. The "spouse", child, parent, brother or sister of that "employee" as a consequence of Paragraph 9.a. above. This exclusion applies: a. Whether any insured may be liable as an employer or in any other capacity; and b. To any obligation to share damages with or repay someone else who must pay damages because of the injury. However, this exclusion does not apply to the extent "underlying insurance" provides such coverage. Coverage under this policy will be no broader than that provided by "underlying insurance". 10. Employment-related Practices Any liability arising or allegedly arising out of any: a. Refusal to employ or promote a person; b. Termination of a person's employment; c. Employment-related practices, policies, acts or omissions, including, but not limited to, coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at a person, or any other employment-related practices, policies, acts or omissions; or Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F CU 60 02 04 21 © 2020 Liberty Mutual Insurance Page 9 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. d. Consequential liability, damage, loss, cost or expense as a result of Paragraphs 10.a., 10.b., and 10.c., above. This exclusion applies: a. Whether the injury-causing event described in Paragraphs 10.a., 10.b., 10.c., and 10.d., occurs before employment, during employment or after employment of that person; b. Whether an insured may be liable as an employer or in any other capacity; and c. To any obligation to share damages with or to repay someone else who must pay damages because of the injury. 11. ERISA Any obligation of an insured under the Employee Retirement Income Security Act of 1974 or any amendments to that act, or under any similar law, regulation or ordinance. 12. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. However, this exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. 13. Fungi Or Bacteria a. Any liability which would not have occurred, in whole or in part, but for the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or presence of, any "fungi" or bacteria on or within a building or structure, including its contents, regardless of whether any other cause, event, material or product contributed concurrently or in any sequence to such injury or damage. b. Any loss, cost or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any way responding to, or assessing the effects of, "fungi" or bacteria, by any insured or by any other person or entity. This exclusion does not apply to any "fungi" or bacteria that are, are on, or are contained in, a good or product intended for bodily consumption. 14. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: a. Causing or contributing to the intoxication of any person; b. The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or c. Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured or providing or failing to provide transportation with respect to any person that may be under the influence of alcohol if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph 14.a., 14.b. or 14.c. above. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. We will follow "underlying insurance" with respect to whether or not permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Page 10 of 24 © 2020 Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. or a license is required for such activity, is considered the business of selling, serving or furnishing alcoholic beverages. However, this exclusion does not apply to the extent "underlying insurance" provides such coverage. Coverage under this policy will be no broader than that provided by "underlying insurance". 15. Mobile Equipment Any liability for or arising out of the ownership, maintenance, use or entrustment to others of any "mobile equipment". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured. However, this exclusion does not apply to the extent "underlying insurance" provides such coverage. Coverage under this policy will be no broader than that provided by "underlying insurance". 16. Nuclear Material, Hazard Or Incident a. Any liability, injury or damage: (1) With respect to which any insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its Limits of Insurance; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) a person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) any insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. b. Any liability, injury or damage resulting from the "hazardous properties" of "nuclear material", if: (1) The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on behalf of, any insured or (b) has been discharged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "nuclear waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of any insured; or (3) The injury or damage arises out of the furnishing by any insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territories or possessions or Canada, this Paragraph b.(3) applies only to "property damage" to such "nuclear facility" and any property therein. As used in this exclusion, injury or damage includes all forms of radioactive contamination of property. 17. Personal And Advertising Injury "Personal and advertising injury": a. Caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury"; b. Arising out of oral or written publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity; c. Arising out of oral or written publication, in any manner, of material whose first publication took place before the beginning of the "policy period"; Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F CU 60 02 04 21 © 2020 Liberty Mutual Insurance Page 11 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. d. Arising out of a criminal act committed by or at the direction of the insured; e. For which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; f. Arising out of a breach of contract, except an implied contract to use another's advertising idea in your "advertisement"; g. Arising out of the failure of goods, products, or services to conform with any statement of quality or performance made in your "advertisement"; h. Arising out of the wrong description of the price of goods, products, or services stated in your "advertisement"; i. Arising out of the infringement of copyright, patent, trademark, trade secret, or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your "advertisement". However, this exclusion does not apply to infringement, in your "advertisement", copyright, trade dress, or slogan; j. Committed by an insured whose business is: (1) Advertising, broadcasting, publishing, or telecasting; (2) Designing or determining content of websites for others; or (3) An Internet search, access, content, or service provider. However, this exclusion does not apply to Paragraphs 23.a., 23.b., or 23.c. of the definition of "personal and advertising injury" under Section VII – Definitions. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing, or telecasting; k. Arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control; or l. Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. 18. Pollution Any liability arising out of or in any way related to: a. The actual, alleged or threatened presence, discharge, dispersal, seepage, migration, release, or escape of "pollutants", anywhere at any time, however caused. b. Any loss, cost, or expense arising out of any: (1) Request, demand, order, or statutory or regulatory requirement that any insured or others test for, monitor, clean-up, remove, contain, treat, detoxify, neutralize or in any way respond to or assess the effects of "pollutants"; or (2) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way assessing the effects of "pollutants". Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Page 12 of 24 © 2020 Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. This exclusion will also apply regardless of whether such discharge, dispersal, seepage, migration, release, or escape of such "pollutant" is covered by "underlying insurance". 19. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: a. "Your product"; b. "Your work"; or c. "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. 20. Recording And Distribution Of Material Or Information In Violation Of Law Any liability arising directly or indirectly out of any action or omission that violates or is alleged to violate: a. The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; b. The CAN-SPAM Act of 2003, including any amendment of or addition to such law; c. The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or d. Any federal, state or local statute, ordinance or regulation, other than TCPA, CAN-SPAM Act of 2003, or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating, or distribution of material or information. 21. War Any liability, however caused, arising, directly or indirectly, out of: a. War, including undeclared or civil war; b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution usurped power, or action taken by governmental authority in hindering or defending against any of these. 22. Watercraft Any liability arising out of the ownership, maintenance, use, or entrustment to others of any watercraft owned, operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured. However, this exclusion does not apply to the extent "underlying insurance" provides such coverage. Coverage under this policy will be no broader than that provided by "underlying insurance". 23. Workers' Compensation And Similar Laws Any obligation of an insured under a Workers Compensation, Unemployment Compensation or Disability Benefits Law, or under any similar law, regulation or ordinance. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F CU 60 02 04 21 © 2020 Liberty Mutual Insurance Page 13 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. SECTION VI – CONDITIONS 1. Appeals If the insured or "underlying insurers" do not appeal a judgment in excess of the "retained limit", we have the right to make such an appeal. If we elect to appeal, we will be liable for all court costs, expenses incurred and interest incidental to the appeal, in addition to the Limits of Insurance of this policy. However, our liability on such an award or judgment will not exceed our Limits of Insurance as stated in (Item 4) of the Declarations. 2. Audit We may audit and examine your books and records as they relate to this policy at any time during the period of this policy and for up to three years after the expiration or termination of this policy. 3. Bankruptcy Or Insolvency The bankruptcy, insolvency or inability to pay of any insured or the bankruptcy, insolvency or inability to pay of any of the "underlying insurers" will not relieve us from the payment of any claim or "suit" covered by this policy. Under no circumstances will such bankruptcy, insolvency or inability to pay require us to drop down and replace the "retained limit" or assume any obligation with the "retained limit". This insurance will apply as if the "underlying insurance" were in full effect. 4. Cancellation a. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. b. We may cancel this policy. If we cancel because of nonpayment of premium, we must mail or deliver to you not less than 10 days advance written notice stating when the cancellation is to take effect. If we cancel for any other reason, we must mail or deliver to you not less than 30 days advance written notice stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in (Item 1) of the Declarations will be sufficient to prove notice. c. The "policy period" will end on the day and hour stated in the cancellation notice. d. If we cancel, final premium will be calculated pro rata based on the time this policy was in force. Final premium will not be less than the Minimum Premium as shown in (Item 3) of the Declarations. e. If you cancel, final premium will be more than pro rata; it will be based on the time this policy was in force and increased by our short rate cancellation table and procedure. Final premium will not be less than the Minimum Premium as shown in (Item 3) of the Declarations. f. Premium adjustment may be made at the time of cancellation or as soon as practicable thereafter but the cancellation will be effective even if we have not made or offered any refund due you. Our check or our representative's check, mailed or delivered, will be sufficient tender of any refund due you. g. The first "named insured" designated in (Item 1) of the Declarations will act on behalf of all other insureds with respect to the giving and receiving of notice of cancellation and the receipt of any refund that may become payable under this policy. h. Any of these provisions that conflict with a law that controls the cancellation of the insurance in this policy is changed by this statement to comply with the law. i. If notice is mailed, proof of mailing will be sufficient proof of notice under this section. 5. Changes This policy may only be changed by a written endorsement issued by us. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Page 14 of 24 © 2020 Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 6. Concealment, Misrepresentation Or Fraud We may void this policy or deny a claim at any time if, before or after a loss, you: a. Concealed or misrepresented any material fact or circumstance; b. Made incorrect statements or representations to us with regard to any material fact or circumstance; or c. Engaged in fraudulent conduct; at the time of application or any time during the "policy period". 7. Duties In The Event Of An Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or "offense" which may result in a claim or "suit" under this policy. To the extent possible, notice will include: (1) How, when and where the "occurrence" or "offense" took place; (2) The names and addresses of any injured person and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or "offense". b. If a claim or "suit" against any insured is reasonably likely to involve this policy you must notify us in writing as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement or defense of the claim or "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. The insureds will not, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 8. Economic Or Trade Sanctions If coverage for a claim or "suit" under this policy would violate any United States of America economic or trade sanctions, including but not limited to, sanctions administered and enforced by the United States Treasury Department's Office of Foreign Assets Control ("OFAC"), then coverage for that claim or "suit" will be null and void. 9. Inspection We have the right, but are not obligated, to inspect the premises and operations of any insured at any time. You acknowledge that our inspections are not safety inspections. They relate only to the insurability of the premises and operations of any insured and the premiums to be charged. We may give you reports on the conditions we find. We may also recommend changes. While they may help reduce losses, we do not undertake to perform the duty of any person or organization to provide for the health or safety of any "employees", invitees or the public. We do not warrant that the premises or operations of any insured are safe or healthful or that they comply with laws, regulations, codes or standards. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F CU 60 02 04 21 © 2020 Liberty Mutual Insurance Page 15 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. This condition applies not only to us, but also to any rating, advisory, rate service or similar organization, which makes insurance inspections, surveys, reports or recommendations for us. 10. Legal Actions Against Us There will be no right of action against us under this insurance unless: a. You have complied with all the terms of this policy; and b. The amount you owe has been determined by settlement with our consent or by actual trial and final judgment. This insurance does not give anyone the right to join us as a party or otherwise bring us into a "suit" asking for damages from an insured. We will not be liable for damages that are not payable under the terms of this policy or are in excess of the applicable limit of insurance provided by this policy. 11. Maintenance Of Underlying Insurance During the "policy period", you agree: a. To keep all "underlying insurance" in full force and effect; b. That any renewals or replacements of any "underlying insurance" will not be more restrictive in coverage; c. That the total applicable limits of all "underlying insurance" will not decrease except for any reduction or exhaustion of aggregate limits by payment of judgments or settlements to which this policy applies; and d. That the terms, definitions, conditions, exclusions and endorsements of all "underlying insurance" will not change during the "policy period" such as to increase the coverage afforded under this policy. If you fail to comply with these requirements, we will only be liable to the same extent that we would have been had you fully complied with these requirements. 12. Other Insurance If "other insurance" applies to a loss that is also covered by this policy, this policy will apply excess, and in no event as contributing insurance with respect to the "other insurance". Nothing herein shall be construed to make this policy subject to the terms, conditions and limitations of such "other insurance". However, this provision will not apply if the "other insurance" is specifically written to be excess of this policy. 13. Premium The first "named insured" designated in (Item 1) of the Declarations will be responsible for payment of all premiums when due. The premium for this policy will be computed on the basis set forth in (Item 3) of the Declarations. At the beginning of the "policy period", you must pay us the Advance Premium shown in (Item 3) of the Declarations. When this policy expires or if it is canceled, we will compute the earned premium for the time this policy was in force. If this policy is subject to audit adjustment, the actual exposure basis will be used to compute the earned premium. If the earned premium is greater than the Advance Premium, you will promptly pay us the difference. If the earned premium is less than the Advance Premium, we will return the difference to you. But in any event we will retain the Minimum Premium as shown in (Item 3) of the Declarations for each twelve months of our "policy period". Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Page 16 of 24 © 2020 Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 14. Separation Of Insureds Except with respect to our Limits of Insurance and any rights or duties specifically assigned to the first "named insured" designated in (Item 1) of the Declarations, this insurance applies: a. As if each "named insured" were the only "named insured"; and b. Separately to each insured against whom claim is made or "suit" brought. This condition will not increase our limit of liability for any one "occurrence" or "offense". This condition also has no effect on the applicability of exclusions that exclude coverage for all insureds for injury or damage arising from the specified conduct of an or any insured. 15. Terms Conformed To Statute The terms of this policy which are in conflict with the statutes of the state where this policy is issued are amended to conform to such statutes. If we are prevented by law or statute from paying on behalf of an insured, then we will, where permitted by law or statute, indemnify the insured for those sums in excess of the "retained limit". 16. Transfer Of Rights Of Recovery Against Others To Us If any insured has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after loss to impair those rights and must help us enforce them. Any recoveries will be applied as follows: a. Any interests, including the insured, that have paid an amount in excess of our payment under this policy will be reimbursed first; b. We then will be reimbursed up to the amount we have paid; and c. Lastly, any interests, including the insured, over which our insurance is excess, are entitled to claim the residue. Expenses incurred in the exercise of rights of recovery will be apportioned between the interests including the insured, in the ratio of their respective recoveries as finally settled. 17. Transfer Of Your Rights And Duties Your rights and duties under this policy may not be transferred without our written consent. If you die or are legally declared bankrupt, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. However, notice of cancellation sent to the first "named insured" designated in (Item 1) of the Declarations and mailed to the address shown in this policy will be sufficient notice to effect cancellation of this policy. 18. When Loss Is Payable Coverage under this policy will not apply unless and until any insured or an insured's "underlying insurer" is obligated to pay the "retained limit". When the amount of loss has finally been determined, we will promptly pay on behalf of the insured the amount of loss falling within the terms of this policy. You will promptly reimburse us for any amount within the Self-Insured Retention advanced by us at our discretion on behalf of any insured. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F CU 60 02 04 21 © 2020 Liberty Mutual Insurance Page 17 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. SECTION VII – DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products, or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products, or services for the purposes of attracting customers or supporters is considered an "advertisement". 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 3. "Bodily injury" means physical injury, sickness, or disease sustained by a person. This includes mental injury, mental anguish, humiliation, shock or death if directly resulting from physical injury, sickness, or disease to that person. 4. "By-product material" has the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. 5. "Coverage territory" means: a. The United States of America, including its territories and possessions, Puerto Rico and Canada; and b. If provided by "underlying insurance", anywhere in the world except any country or jurisdiction which is subject to trade or other economic sanction or embargo by the United States of America, including but not limited to, sanctions administered and enforced by the United States Treasury Department's Office of Foreign Assets Control ("OFAC"). The "coverage territory" of this policy will be no broader than that provided by "underlying insurance". 6. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 7. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws, or other similar governing document. 8. "Fungi" means any type or form of fungus, including mold or mildew and any mycotoxins, spores, scents or by- products produced or released by "fungi". 9. "Hazardous properties" includes radioactive, toxic or explosive properties. 10. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Page 18 of 24 © 2020 Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 11. "Insured contract" means: a. A contract for lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employees", of any "auto". However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your "employees" to pay for "property damage" to any "auto" rented or leased by you or any of your "employees"; or g. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraphs 11.f. and 11.g. above do not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; (2) That pertains to the loan, lease or rental of an "auto" to you or any of your "employees", if the "auto" is loaned, leased or rented with a driver; (3) That holds a person or organization engaged in the business of transporting property by "auto" for hire harmless for your use of a covered "auto" over a route or territory that the person or organization is authorized to serve by public authority; (4) That indemnifies an architect, engineer, or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (5) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (4) above and supervisory, inspection, architectural or engineering activities. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F CU 60 02 04 21 © 2020 Liberty Mutual Insurance Page 19 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 12. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 13. "Loading or unloading" means the handling of property: a. After it is removed from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered. However, "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 14. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in 14.a., 14.b., 14.c., or 14.d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower property, equipment, or workers; and f. Vehicles not described in 14.a., 14.b., 14.c., or 14.d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower property, equipment, or workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Page 20 of 24 © 2020 Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where such vehicles are licensed or principally garaged. 15. "Named insured" means: a. Any person or organization listed in (Item 1) of the Declarations; b. Any organization of which you maintain ownership or majority interest as of the effective date of this policy, provided that such organization was made known to us by the effective date of this policy and is included as an insured in "underlying insurance". However, coverage for this insured under this policy will be no broader than that provided by "underlying insurance". c. Any organization you newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain ownership or majority interest, will qualify as a "named insured" under this policy if there is no other similar insurance available to that organization. However: (1) Coverage under this provision is afforded only until the 180th day from the date you acquire or form the organization or the end of the "policy period", whichever is earlier. However, such coverage will be provided for no longer than that provided by "underlying insurance"; (2) Coverage does not apply to any liability that occurred or "offense" committed before you acquired or formed the organization; and (3) Coverage applies only if the organization is included as an insured in "underlying insurance" and coverage for this insured will be no broader coverage than that provided by "underlying insurance". 16. "Nuclear facility" means: a. Any "nuclear reactor"; b. Any equipment or device designed or used for: (1) Separating the isotopes of uranium or plutonium; (2) Processing or utilizing "spent fuel"; or (3) Handling, processing or packaging "nuclear waste"; c. Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of any insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; d. Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of, "waste", and includes the site on which any of the foregoing is located, all operations considered on such site and all premises used for such operations. 17. "Nuclear material" means "source material", "special nuclear material" or "by-product material". 18. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. 19. "Nuclear waste" means any waste material: a. Containing "by-product material" other than the tailings of waste produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content; and Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F CU 60 02 04 21 © 2020 Liberty Mutual Insurance Page 21 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. b. Resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility". 20. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. All such exposure to substantially the same general harmful conditions shall be considered as arising out of one "occurrence". 21. "Offense" means an "offense" included in the definition of "personal and advertising injury". All damages that arise from exposure to the same act, publication, infringement or general conditions are considered one "offense", regardless of the frequency or repetition thereof, the number or kind of media used or the number of claimants. 22. "Other insurance" means any valid and collectible policies of insurance providing coverage for damages covered in whole or in part by this policy. "Other insurance", however, does not include "underlying insurance", any amount shown in the Declarations as a Self-Insured Retention or any insurance specifically written as excess over this policy. 23. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following "offenses": a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of the owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your "advertisement"; or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement". 24. "Policy period" means the time between the effective date of this policy shown in (Item 2) of the Declarations and the earlier of the expiration date shown in (Item 2) of the Declarations, termination date or cancellation date of this policy. 25. "Pollutants" means any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, and waste. Waste includes materials to be recycled, reconditioned, or reclaimed. 26. "Products-completed operations hazard": a. Means all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. "Your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the site has been completed if your contract calls for work at more than one site. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Page 22 of 24 © 2020 Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 27. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CDROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 28. "Retained limit" means, the greater of: a. The total applicable limits of the "underlying insurance" and any "other insurance" available to the insured; or b. The amount stated in the Declarations as the Self-Insured Retention as a result of any one "occurrence" or one "offense" not covered by "underlying insurance" nor by any "other insurance" providing coverage to the insured. 29. "Source material" has the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. 30. "Special nuclear material" has the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. 31. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor". 32. "Spouse" means any husband, wife or partner in a marriage or civil union or any person qualifying as a domestic partner under any federal, state or local laws. 33. "Suit" means a civil proceeding which seeks monetary damages because of any liability to which this insurance applies. "Suit" also includes: a. An arbitration proceeding in which such damages are claimed and to which you must submit or do submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which you submit with our consent. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F CU 60 02 04 21 © 2020 Liberty Mutual Insurance Page 23 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 34. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 35. "Underlying insurance" means the policy or policies of insurance or self-insurance and their limits of insurance listed in the Schedule of Underlying Insurance. It includes any renewal or replacement of those policies during the term of this insurance provided that: a. Policy limits are equal to or greater than the policy being renewed or replaced; and b. Insurance is provided for the same hazards, except as to any modifications which are agreed to by us in writing. If however, a policy shown in the Schedule of Underlying Insurance has a limit of insurance: a. Greater than the amount shown in the Schedule of Underlying Insurance, this policy will apply in excess of the greater amount of valid and collectible insurance; or b. Less than the amount shown in the Schedule of Underlying Insurance, this policy will apply in excess of the amount shown in the Schedule of Underlying Insurance forming a part of this policy. 36. "Underlying insurer" means any insurer who provides "underlying insurance". 37. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary, or other compensation by you or anyone else for their work performed for you. 38. "Your product" means: a. Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (1) You; (2) Others trading under your name; or (3) A person or organization whose business or assets you have acquired; and b. Containers (other than vehicles) materials, parts or equipment furnished in connection with such goods or products. "Your product" includes: a. Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and b. The providing of or failure to provide warnings or instructions. "Your product" does not include vending machines or other property rented to or located for the use of others but not sold. 39. "Your work" means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. "Your work" includes: Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F Page 24 of 24 © 2020 Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. a. Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and b. The providing of or failure to provide warnings or instructions. Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F CU 64 95 04 21 © 2020 Liberty Mutual Insurance Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL UMBRELLA CU 64 95 04 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS – FOLLOWING FORM This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA COVERAGE FORM The following is added to Condition 16. Transfer Of Rights Of Recovery Against Others To Us under Section VI – Conditions: We have the right to recover our payments from anyone liable for an injury or damage covered by this policy. To the extent that right has been waived in "underlying insurance", we will waive any right of recovery we may have against a person or organization because of payments we make under this policy. Any such waiver, however, will not be any broader than that provided by such "underlying insurance". Docusign Envelope ID: 8028CC3A-A07C-4650-ADFE-FD66E818491F