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23-036.00 Garco Construction: City Hall Remediation Progressive Design Build DocuSign Envelope ID. FDO4F25A-860E-4375-AF00-B63795B79BEF Contract No. 23-036 PROGRESSIVE DESIGN-BUILD AGREEMENT BETWEEN OWNER AND DESIGN-BUILDER - COST PLUS FEE WITH A GUARANTEED MAXIMUM PRICE Note: This document has been modified from the DBIA Form. A redlined copy will be provided upon request. Document No. 530 Second Edition 2010 © Design-Build Institute of America Washington, DC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF TABLE OF CONTENTS Article Name Page Article 1 Scope of Work 4 Article 2 Contract Documents 4 Article 3 Interpretation and Intent 4 Article 4 Ownership of Work Product 5 Article 5 Contract Time 6 Article 6 Contract Price 7 Article 7 Procedure for Payment 21 Article 8 Termination for Convenience 22 Article 9 Representatives of the Parties 22 Article 10 Bonds and Insurance 23 Article 11 Other Provisions 24 DBIA Document No.530 Page 2 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF DBIA Progressive Design-Build Agreement Between Owner and Design-Builder — with Cost Plus Fee and a Guaranteed Maximum Price This document has important legal consequences. Consultation with an attorney is recommended with respect to its completion or modification. �l l This AGREEMENT is made as of the 7 day of C brU r. in the year of 20 r-3 , by and between the following parties, for services in connection with the Project identified below: OWNER: (Name and address) City of Spokane Valley, Washington 10210 E. Sprague Ave Spokane Valley, WA 99206 DESIGN-BUILDER: (Name and address) Garco Construction, Inc. 4114 E. Broadway Ave Spokane, WA 99202 PROJECT: (Include Project name and location as it will appear in the Contract Documents) City Hall Remediation Project In consideration of the mutual covenants and obligations contained herein, Owner and Design-Builder agree as set forth herein. DBIA Document No. 530 Page 3 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF Article 1 Scope of Work 1.1 Design-Builder shall perform all design and construction services, and provide all material, equipment, tools and labor, necessary to complete the Work described in and reasonably inferable from the Contract Documents. Article 2 Contract Documents 2.1 The Contract Documents are comprised of the following: 2.1.1 All written modifications, amendments, minor changes, and Change Orders to this Agreement issued in accordance with DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder(2010 Edition, as amended) ("General Conditions of Contract"), including but not limited to The GMP Amendment in accordance with Section 6.6 herein, provided such Amendment is executed between the parties. 2.1.2 This Agreement, including all exhibits but excluding the GMP Amendment: .1 Exhibit A: Initial Basis of Design Documents .2 Exhibit B1: Insurance Exhibit—Design-Builder's Insurance Requirements .3 Exhibit B2: Form of Payment Bond .3 Exhibit B3: Form of Performance Bond .4 Exhibit C: Phase 1 and 2 Scope of Services .5 Exhibit D: Phase 1 Level of Effort .6 Exhibit E: Hourly Rates, Unit Prices, and Allowance Items .6 Exhibit F: Form GMP Amendment .7 Exhibit G: Form Change Orders .8 Exhibit H: Form NTE Amendment 2.1.3 The General Conditions of Contract; and 2.1.4 Design Submissions, the Design Log, and the Construction Documents prepared and approved in accordance with Section 2.4 of the General Conditions of Contract, the most recent approved documents governing over previously approved documents. Article 3 Interpretation and Intent 3.1 Design-Builder and Owner, prior to execution of the Agreement, shall carefully review all the Contract Documents, including but not limited to the various documents in the Initial Basis of Design Documents set forth in Exhibit A, and the Phase 1 and 2 Scope of Services set forth in Exhibit C, for any conflicts or ambiguities. Design-Builder and Owner will discuss and resolve any identified conflicts or ambiguities prior to execution of the Agreement. DBIA Document No.530 Page 4 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 3.2 The Contract Documents are intended to be complementary and interpreted in harmony so as to avoid conflict, with words and phrases interpreted in a manner consistent with construction and design industry standards. In the event inconsistencies, conflicts, or ambiguities between or among the Contract Documents are discovered after execution of the Agreement or after the parties' execution of the GMP Amendment, Design-Builder and Owner shall attempt to resolve any ambiguity, conflict or inconsistency informally, recognizing that the Contract Documents shall take precedence in the order in which they are listed in Section 2.1 hereof. (Note, the parties are strongly encouraged to establish in the GMP Exhibit or GMP Proposal(as applicable)the priority of the various documents comprising such exhibit or proposal.) 3.3 Terms, words and phrases used in the Contract Documents, including this Agreement, shall have the meanings given them in the General Conditions of Contract. 3.4 If the Initial Basis of Design Documents contain design or prescriptive specifications the Design- Builder shall be entitled to reasonably rely on the accuracy of the information represented in such design or prescriptive specifications and their compatibility with other information set forth in Initial Basis of Design Documents, including any performance specifications for the purposes of developing the Scope of Services for Phase 1, the Phase 1 Not to Exceed Amount and the Design-Builder's Fee Percentage. However, during Phase 1, Design-Builder is required to perform an independent evaluation of such design or prescriptive specifications to verify the information provided by the Owner. Further, regardless of the inclusion of design or prescriptive specifications or criteria, Design-Builder shall remain responsible for meeting the performance requirements of the Project, including but not limited to the requirements that the Project meet the Initial and Final Basis of Design Documents as well as all applicable Legal Requirements. Provided Design-Builder complies with other requirements set forth in this Agreement such as those regarding notice of claims to Owner and identification of differing site conditions, Design-Builder shall be entitled to an adjustment in the Scope of Services for Phase 1, the Phase 1 Not to Exceed Amount and/or the Design-Builder's Fee Percentage, but only to the extent Design-Builder's cost and/or time of performance have been adversely impacted by such inaccurate design or prescriptive specifications that are inconsistent with meeting the performance requirements. 3.5 The Contract Documents form the entire agreement between Owner and Design-Builder and by incorporation herein are as fully binding on the parties as if repeated herein. No oral representations or other agreements have been made by the parties except as specifically stated in the Contract Documents. The Contract Documents may not be changed, modified, or altered except in writing signed by the parties. 3.6 Design-Builder was selected based in part on the qualifications of the Key Team Members identified in the Design-Builder's Statement of Qualifications and Proposals. Design-Builder may not substitute the identified Key Team Members without written permission from Owner, such permission shall not be unreasonably withheld. Any substituted Key Team Member must possess the same or better qualifications as the previously approved Key Team Member. Article 4 Ownership of Work Product 4.1 Work Product. All drawings, specifications and other documents and electronic data, including such documents identified in the General Conditions of Contract, furnished by Design-Builder to Owner under this Agreement("Work Product") are deemed to be instruments of service and Design-Builder shall retain the ownership and property interests therein, including but not limited to any intellectual property rights, copyrights and/or patents, subject to the provisions set forth in Sections 4.2 through 4.5 below. 4.2 Owner's Limited License upon Project Completion and Payment in Full to Design-Builder. Upon Owner's payment in full for all Work performed under the Contract Documents, Design-Builder shall grant Owner a limited license to use the Work Product in connection with Owner's occupancy of the Project, conditioned on Owner's express understanding that its alteration of the Work Product without the involvement of Design-Builder is at Owner's sole risk and without liability or legal exposure to Design- DBIA Document No.530 Page 5 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF Builder or anyone working by or through Design-Builder, including Design Consultants of any tier (collectively the "Indemnified Parties"), and on the Owner's obligation to provide the indemnity set forth in Section 4.5 below. 4.3 Owner's Limited License upon Owner's Termination for Convenience or Design-Builder's Election to Terminate. If Owner terminates this Agreement for its convenience as set forth in Article 8 hereof, or if Design-Builder elects to terminate this Agreement in accordance with Section 11.4 of the General Conditions of Contract, Design-Builder shall, upon Owner's payment in full of the amounts due Design-Builder under the Contract Documents, grant Owner a limited license to use the Work Product to complete the Project and subsequently occupy the Project,and Owner shall thereafter have the same rights as set forth in Section 4.2 above, conditioned on the following: 4.3.1 Use of the Work Product is at Owner's sole risk without liability or legal exposure to any Indemnified Party, and on the Owner's obligation to provide the indemnity set forth in Section 4.5 below, and 4.3.2 Owner shall not be required to pay Design-Builder additional compensation for the right to use the Work Product to complete the Project and subsequently use the Work Product in accordance with Section 4.2 if Owner resumes the Project through its employees, agents, or third parties. 4.4 Owner's Limited License upon Design-Builder's Default. If this Agreement is terminated due to Design-Builder's default pursuant to Section 11.2 of the General Conditions of Contract, then Design- Builder grants Owner a limited license to use the Work Product to complete the Project and subsequently occupy the Project, and Owner shall thereafter have the same rights and obligations as set forth in Section 4.2 above. Notwithstanding the preceding sentence, if it is ultimately determined that Design-Builder was not in default, Owner shall be deemed to have terminated the Agreement for convenience, and Design- Builder shall be entitled to the rights and remedies set forth in Section 4.3 above. 4.5 Owner's Indemnification for Use of Work Product. If Owner is required to indemnify any Indemnified Parties based on the use or alteration of the Work Product under any of the circumstances identified in this Article 4, Owner shall defend, indemnify and hold harmless such Indemnified Parties from and against any and all claims, damages, liabilities, losses and expenses, including attorneys'fees, arising out of or resulting from the use or alteration of the Work Product. Article 5 Contract Time 5.1 Date of Commencement. The Work shall commence within ten (10) days of Design-Builder's receipt of Owner's Notice to Proceed ("Date of Commencement") unless the parties mutually agree otherwise in writing. 5.2 Substantial Completion and Final Completion. 5.2.1 The parties shall negotiate the Phase 1 Completion Date ("Phase 1 Completion Date") pursuant to Exhibit D. The parties will establish a date for Substantial Completion of the entire Work("Scheduled Substantial Completion Date") in the GMP Amendment. 5.2.2 Interim milestones and/or Substantial Completion of identified portions of the Work ("Scheduled Interim Milestone Dates")shall be determined during Phase 1: (Insert any interim milestones for portions of the Work with different scheduled dates for Substantial Completion) DBIA Document No.530 Page 6 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF 5.2.3 Final Completion of the Work or identified portions of the Work shall be achieved as expeditiously as reasonably practicable. Final Completion is the date when all Work is complete pursuant to the definition of Final Completion set forth in Section 1.2.13 of the General Conditions of Contract. 5.2.4 All of the dates set forth in this Article 5(collectively the"Contract Time(s)")shall be subject to adjustment in accordance with the General Conditions of Contract. 5.3 Time is of the Essence. Owner and Design-Builder mutually agree that time is of the essence with respect to the dates and times set forth in the Contract Documents. 5.4 Liquidated Damages.Time is of the essence for this Agreement. Delays cause inconvenience to the residents of City and cost taxpayers undue sums of money, adding time needed for administration, engineering, inspection, and supervision. It is impractical for City to calculate the actual cost of delays. Accordingly, Contractor agrees to pay liquidated damages for failure to achieve Substantial Completion (as defined in the Contract Documents)which shall be in the amount of$1,000.00 per day until Substantial Completion is achieved. These liquidated damages are not a penalty but are fixed and agreed upon by and between Contractor and City because of the impracticability and difficulty of fixing and ascertaining the actual damages that City would sustain in the event that the Work is not completed in accordance with the Contract Documents. Liquidated damages may be retained by City and deducted from payments otherwise due to the Contractor. 5.5 Any liquidated damages assessed pursuant to this Agreement for delay damages shall be in lieu of all liability for any and all extra costs, losses, expenses, claims, penalties and any other damages, whether special or consequential, and of whatsoever nature, incurred by Owner which are occasioned by any delay in achieving the Contract Time(s). 5.6 In addition, the parties may establish liquidated damages as a remedy for other breaches of contract or failure to achieve performance standards. Such liquidated damages provisions may be added in the GMP Amendment or by written Change Order. Article 6 Contract Price 6.1 Contract Price. 6.1.1 Owner shall pay Design-Builder in accordance with Article 6 of the General Conditions of Contract a contract price ("Contract Price") as set forth herein. .1 Subject to the provisions of the Contract Documents, the Owner shall pay Design Builder for each Phase of the Project in accordance with Section 6.6 of the Agreement. Design Builder's Compensation shall be subject to the Phase 1 NTE and the GMP, as applicable. The Phase 1 NTE, and the GMP, as applicable, shall be the maximum amount that the Design Builder may be compensated for the applicable Contract Phase, as amended pursuant to this Contract. The maximum amount that the Design Builder may be compensated pursuant to this Agreement for any given phase shall also be referred to as the Contract Price("Contract Price"). The elements of the Design Builder's Compensation, subject to the Contract Price are set forth herein. If the sum of the Design-Builder's Compensation is less than the Phase 1 NTE and/or the GMP, as applicable, the savings shall go to the Owner. DBIA Document No.530 Page 7 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF .2 The parties acknowledge that the scope of work for this Project is not fully developed. The Design-Builder shall develop the Basis of Design Documents and other deliverables in Exhibit C such that the total Compensation to the Design-Builder shall not exceed the GMP set forth herein, unless the parties agree in writing to increase the GMP or the Design-Builder is otherwise entitled to an increase to the GMP pursuant to the terms of the Contract Documents. 6.2 Design-Builder's Fee Percentage and Lump Sum Fee. 6.2.1 Design-Builder's Fee Percentage shall be: Five percent (5%) of the Cost of the Work, as adjusted in accordance with Section 6.2.2 below. The Fee Percentage and any Lump Sum Fee shall include the following items, which shall not be charged as a Cost of the Work: .1 All profit of the Design-Builder for this Project; and .2 All regional and home office overhead expenses, including labor and materials, phone, facsimile, postage, internet service, and other incidental office expenses attributed to work on this Project. The Fee Percentage set forth above does not apply to self-performed construction Work as defined in Section 1.2.36 of the General Conditions. The parties will negotiate the Design-Builder's Fee Percentage on self-performed construction Work pursuant to Section 2.8.4 of the General Conditions. 6.2.2 Prior to the execution of the GMP Amendment, Design-Builder's Fee Percentage will only be adjusted pursuant to Section 3.4 of this Agreement. 6.2.3 If the Parties enter into the GMP Amendment, Design-Builder shall be paid a lump sum fee (the "Lump Sum Fee") determined by multiplying the Fee Percentage by the estimated Cost of the Work included in the GMP Amendment. If the parties have negotiated self-performed Construction Work pursuant to Section 2.8.4 of the General Conditions, the Lump Sum Fee shall also include the Design-Builder's negotiated Fee Percentage on self-performed construction Work. The estimated Cost of the Work shall include the Lump Sum General Conditions Amount. The Lump Sum Fee will be earned and paid on a monthly basis following execution of the GMP Amendment on a percentage of completion basis, specifically taking into account payments previously made, including during Phase 1. The following costs shall be excluded from the Cost of the Work when calculating the Lump Sum Fee: .1 Owner Directed Allowances, as defined in Section 6.4.1.6; and .2 The Design-Builder's Contingency as defined in Section 6.4.4.1.b. 6.2.4 The Lump Sum Fee established in the GMP Amendment shall not be modified unless the GMP varies, either upward or downward, by more than five percent (5%) from the GMP set forth in this Agreement ("Original GMP"). .1 If the GMP increases by more than five percent (5%) above the Original GMP, the Lump Sum Fee shall be increased by the amount of the Fee Percentage multiplied by that portion of the Cost of the Work that is in excess of one hundred five percent (105%) of the Cost of the Work set forth in the Original GMP. .2 If the GMP decreases by more than five percent(5%) below the Original GMP, the Lump Sum Fee shall be decreased by the amount of the Fee Percentage multiplied by that portion of the Cost of the Work that is less than ninety-five percent (95%) of the Cost of the Work set forth in the Original GMP. DBIA Document No. 530 Page 8 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF .3 The following costs shall be excluded from the Cost of the Work when calculating adjustments to the Lump Sum Fee: a. Owner Directed Allowances, as defined in Section 6.4.1.6; and ' b. The Design Builder's Contingency as defined in Section 6.4.4.1.b. 6.3 Cost of the Work. The term Cost of the Work shall mean costs reasonably and necessarily incurred by Design-Builder in the proper performance of the Work. Unless included in the Lump Sum General Conditions, the Cost of the Work shall include only the following: 6.3.1 Wages of direct labor costs of employees of Design-Builder performing the Work at the Site or, with Owner's agreement, at locations off the Site; provided, however, that the costs for those employees of Design-Builder performing design services shall be calculated on the basis of Prevailing market rates for design professionals performing such services or, if applicable, those rates set forth in an exhibit to this Agreement. Wages for those employees performing construction services shall be paid as follows: Basic wages and fringe benefits: The hourly wage (without markup or labor burden) and fringe benefits paid by the Design-Builder as established by the Washington Department of Labor and Industries or contributed to labor trust funds as itemized fringe benefits. Whichever is applicable, not to exceed that specified in the applicable"Intent to Pay Prevailing Wage"for the laborers, apprentices,journeymen, and foremen performing and/or directly supervising the Work on the site. The premium portion of overtime wages is not included unless pre-approved in writing by the Owner. The Design-Builder shall provide to the Owner copies of payroll records, including certified payroll statements for itself and Subcontractors of any tier for the period upon the Owner's request. Direct labor costs also include direct contributions to the State of Washington as industrial insurance, medical aid, and supplemental pension by class and rates established by the Washington Department of Labor and Industries and contributions required by the Federal Insurance Compensation Act (FICA), the Federal Unemployment Tax Act (FUTA) and the State Unemployment Compensation Act (SUCA). 6.3.2 Wages or salaries of Design-Builder's supervisory and administrative personnel engaged in the performance of the Work and who are located at the Site or working off-Site to assist in the production or transportation of material and equipment necessary for the Work. 6.3.3 Wages or salaries of Design-Builder's personnel stationed at Design-Builder's principal or branch offices, but only to the extent said personnel are approved in advance in writing by the Owner. 6.3.4 Unless included in Lump Sum General Conditions, costs incurred by Design-Builder for employee benefits, premiums, taxes, insurance, contributions and assessments required by law, collective bargaining agreements, or which are customarily paid by Design-Builder, to the extent such costs are based on wages and salaries paid to employees of Design-Builder covered under Sections 6.3.1 through 6.3.3 hereof. 6.3.5 The reasonable portion of the cost of travel, accommodations and meals for Design- Builder's personnel necessarily and directly incurred in connection with the performance of the Work. Such costs must be approved in writing by Owner in advance. 6.3.6 Payments properly made by Design-Builder to Subcontractors and Design Consultants for performance of portions of the Work, including any insurance and bond premiums incurred by Subcontractors and Design Consultants. The costs for those employees performing design services shall be calculated on the basis of prevailing market rates for design professionals performing such services or, if applicable, those Hourly Rates set forth in Exhibit E. Contracts to Subcontractors and Design-Consultants that are paid on the basis of a Lump Sum must be approved in advance by the Owner, such approval shall not be unreasonably withheld. DBIA Document No. 530 Page 9 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 6.3.7 Costs, including transportation, inspection, testing, storage and handling, of materials, equipment and supplies incorporated or reasonably used in completing the Work. The material costs shall be based upon the net cost after all discounts or rebates, freight costs, express charges, or special delivery costs, when applicable. No lump sum costs will be allowed except when approved in writing in advance by the Owner. Discounts and rebates based on prompt payment need not be included, however, if the Design-Builder offered but the Owner declined the opportunity to take advantage of such discount or rebate. 6.3.8 Costs (less salvage value) of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by the workers that are not fully consumed in the performance of the Work and which remain the property of Design-Builder, including the costs of transporting, inspecting, testing, handling, installing, maintaining, dismantling and removing such items. 6.3.9 Costs of removal of debris and waste from the Site. 6.3.11 The reasonable costs and expenses incurred in establishing, operating and demobilizing the Site office, including the cost of facsimile transmissions, long-distance telephone calls, postage and express delivery charges, telephone service, photocopying and reasonable petty cash expenses. 6.3.12 Rental charges and the costs of transportation, installation, minor repairs and replacements, dismantling and removal of temporary facilities, machinery, equipment and hand tools not customarily owned by the workers, which are provided by Design-Builder at the Site, whether rented from Design-Builder or others, and incurred in the performance of the Work. The rental charge the applicable rental cost as established by the lower of the local prevailing rate published in the Rental Rate Blue Book by Data Quest. San Jose. California, as modified by the AGC/WSDOT agreement or the actual rate paid to an unrelated third party as evidenced by rental receipts. Rates and quantities of equipment rented that exceed the local fair market rental costs shall be subject to the Owner's prior written approval. Total rental charges for equipment or tools shall not exceed 75% of the fair market purchase value of the equipment or the tool. Actual, reasonable mobilization costs are permitted if the equipment is brought to the site solely for the change in the Work. The rental rates are the maximum rates allowable for equipment of modern design and in good working condition and include full compensation for furnishing all fuel, oil, lubrication, repairs, maintenance, and insurance. When rental rates payable do not include fuel, lubrication, maintenance, and servicing, as defined as operating costs in the Blue Book, such operating costs shall be reimbursed based on actual costs. Equipment not of modern design and/or not in good working condition will have lower rates. Hourly, weekly, and/or monthly rates, as appropriate, will be applied to yield the lowest total cost. The rate for equipment necessarily standing by for future use (and standing by for no longer than two (2)weeks)on the changed Work shall be 50% of the rate established above. The total cost of rental allowed shall not exceed the cost of purchasing the equipment outright. If equipment is required for which a rental rate is not established by The Rental Rate Blue Book, an agreed rental rate shall be established for the equipment, which rate and use must be approved by the Owner prior to performing the Work. 6.3.12 Premiums for insurance and bonds required by this Agreement or the performance of the Work. 6.3.13 All fuel and utility costs incurred in the performance of the Work. 6.3.14 Sales, use or similar taxes, tariffs or duties incurred in the performance of the Work, with the exception of Washington State Sales Tax, which shall be paid outside the Phase 1 NTE or GMP. 6.3.15 Costs for permits, royalties, licenses, tests and inspections incurred by Design-Builder as a requirement of the Contract Documents. DBIA Document No. 530 Page 10 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 6.3.16 The cost of defending suits or claims for infringement of patent rights arising from the use of a particular design, process, or product required by Owner, paying legal judgments against Design-Builder resulting from such suits or claims, and paying settlements made with Owner's consent. 6.3.17 Costs incurred in preventing damage, injury or loss in case of an emergency affecting the safety of persons and property. 6.3.19 Accounting and data processing costs related to the Work. 6.3.20 Fees paid by the Design-Builder for the approval of Statements of Intent to Pay Prevailing Wages and certification of Affidavits of Wages Paid by the industrial statistician of the State Department of Labor and Industries. The Design-Builder will remain responsible for the actual submittal of the documents to the industrial statistician. In order to receive this reimbursement the Design-Builder will be required to submit to Owner, a list of its subcontractors at all tiers and have their Statements of Intent to Pay Prevailing Wages on file with the Owner. 6.3.21 Unit Prices established by the parties in Exhibit E. 6.3.22 Other costs reasonably and properly incurred in the performance of the Work to the extent approved in writing by Owner and not included in the Design-Builder's Contingency, Design Builder's Fee Percentage, the Lump Sum Fee, or the Lump Sum General Conditions. 6.4 Other Methods of Compensation Within the Phase 1 NTE or the GMP, the parties may agree to the following methods of pricing Design-Builder's Compensation 6.4.1 Allowance Items and Allowance Values. .1 Any and all Allowance Items, as well as their corresponding Allowance Values, are set forth in Exhibit E or the GMP Amendment and are included within any established NTE and the GMP, as applicable. .2 Design-Builder and Owner have worked together to review the Allowance Items and Allowance Values based on design information then available to determine that the Allowance Values constitute reasonable estimates for the Allowance Items. Design-Builder and Owner will continue working closely together during the preparation of the design to develop Construction Documents consistent with the Allowance Values. Nothing herein is intended in any way to constitute a guarantee by Design-Builder that the Allowance Item in question can be performed for the Allowance Value. .3 No work shall be performed on any Allowance Item without Design-Builder first obtaining in writing advanced authorization to proceed from Owner. Owner agrees that if Design-Builder is not provided written authorization to proceed on an Allowance Item by the date set forth in the Project schedule, due to no fault of Design-Builder, Design-Builder may be entitled to an adjustment of the Contract Time(s)and Contract Price. .4 The Allowance Value for an Allowance Item includes the direct cost of labor, materials, equipment, transportation, taxes and insurance directly associated with the applicable Allowance Item. With the exception of Owner Directed Allowances, all other costs, including design fees, Design-Builder's overall project management and fixed general conditions costs, overhead and fee, are deemed to be included DBIA Document No.530 Page 11 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF in the original Contract Price, and are not subject to adjustment, regardless of the actual amount of the Allowance Item. .5 Whenever the actual costs for an Allowance Item is more than or less than the stated Allowance Value, the Contract Price shall be adjusted accordingly by Change Order, subject to Section 6.4.1.4; however, Design-Builder must provide written notice of the difference between the actual cost and the Allowance Value pursuant to the Changes provisions in the General Conditions. The amount of the Change Order shall reflect the difference between actual costs incurred by Design- Builder for the particular Allowance Item and the Allowance Value. .6 The Owner and the Design Builder may designate certain Allowances as "Owner Directed Allowances." Design Builder shall be compensated for Owner Directed Allowances for the Cost of the Work associated with such allowances plus the Fee Percentage. Items designated as "Owner Directed Allowances" shall not be included in the calculation to determine the Lump Sum Fee. 6.4.2 Not To Exceed Sums .1 The Owner and Design Builder may establish Not to Exceed ("NTE") Sums for specific scopes of the Work("NTE Scopes"). Any such NTE Sum will be negotiated between the Owner and Design-Builder pursuant to Section 6.6.1.5 of the Agreement and memorialized through an NTE Amendment in the form attached as Exhibit H. .2 For each scope of work for which a NTE Sum has been established, the Design- Builder shall be reimbursed for the NTE Scope as a Cost of the Work; however, Design-Builder's compensation shall not exceed the NTE Sum without a written Change Order. .3 Design-Builder shall not request reimbursement for costs that are within the NTE Scope unless those costs are identified in the Payment Application as subject to the NTE Sum. Except as allowed in Section 6.4.4.1.b, costs that are within the NTE Scope that are in excess of the NTE Sum shall be the sole responsibility of the Design-Builder. .4 NTE Sums and NTE Scopes may only be modified by Change Order pursuant to the General Conditions. 6.4.3 Lump Sums .1 The Owner and Design-Builder may establish Lump Sums for specific scopes of the Work. Any such Lump Sum will be negotiated between the Owner and Design- Builder. The Lump Sum agreed upon by the Parties shall be incorporated into the GMP Amendment or a Change Order, and the parties shall include the following information: a. A specific description of the Scope of the Work that is subject to the Lump Sum; b. An updated Schedule of Values that incorporates the Lump Sum; and c. Any milestone dates associated with the scope of the Work associated with the Lump Sum. DBIA Document No. 530 Page 12 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF .2 For each scope of work for which a Lump Sum has been established, the Design- Builder shall be compensated pursuant to the Schedule of Values set forth above based on the percentage of the Scope of the Work subject to the Lump Sum that has been completed. .3 Design-Builder shall not request reimbursement for costs that are within the scope of the Lump Sum unless those costs are identified in the Payment Application as subject to the Lump Sum. Except as allowed in Section 6.4.4.1.b, costs that are within the scope of the Lump Sum that are in excess of the Lump Sum shall be the sole responsibility of the Design-Builder. .4 Lump Sums may only be modified via Change Order pursuant to the General Conditions 6.4.4 Contingencies .1 The Parties shall establish, as part of any NTE and the GMP, the following Contingencies which are available for Design-Builder's exclusive use for the below described unanticipated costs it has incurred that are not the basis for a Change Order under the Contract Documents (collectively "Contingency Items"). Continency Items include the costs described below, which are subject to written approval by the Owner. The Owner may, in its discretion, approve other costs that may be reimbursed under a Contingency; however, in no case shall the Design- Builder be entitled to use the Contingency for payment of Liquidated Damages that it may be assessed pursuant to this Agreement. (a) Cost of the Work Contingency. The Cost of the Work Contingency is reimbursed as a Cost of the Work. The Cost of the Work Contingency is available to the Design-Builder for the following items: (i) Trade buy-out differentials; (ii) Escalation of materials; and (iii) Other direct Costs of the Work that are not included in the Design- Builder's Contingency, but only with the prior written consent of the Owner. (b) Design-Builder's Contingency. The Design-Builder's Contingency is available to the Design-Builder for items that are not excluded by Section 6.5 hereof and include but are not limited to the following items: (i) Overtime or acceleration; (ii) Costs incurred by Design-Builder in repairing or correcting defective, damaged or nonconforming Work(excluding any warranty or corrective Work performed after Substantial Completion), provided that such Work was beyond the reasonable control of Design-Builder, or caused by the ordinary mistakes or inadvertence, and not the negligence, of Design-Builder or those working by or through Design-Builder. If the costs associated with such Work are recoverable from insurance, Subcontractors or Design Consultants, Design-Builder shall exercise its best efforts to obtain recovery from the appropriate source and provide a credit to Owner if recovery is obtained; DBIA Document No.530 Page 13 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF (iii) Legal costs, court costs and costs of mediation and arbitration reasonably arising from Design-Builder's performance of the Work, provided such costs do not arise from disputes between Owner and Design-Builder; (iv) Subcontractor or other tier defaults to the extent not compensated by any surety or bond; or (v) Costs that are in excess of an NTE Sum or Lump Sum. .2 The Design-Builder shall be reimbursed for Contingency Items in the same manner as set forth in Section 6.3 of the Agreement; however, Design-Builder's compensation for Contingency Items shall not cumulatively exceed the amount set forth as the Design-Builder's Contingency in the applicable NTE or GMP without a written Change Order. Design-Builder shall not be entitled to any Fee Percentage for items reimbursed under Section 6.4.4.1.b, the Design-Builder's Contingency. Further, the amounts included in the Design-Builder's Contingency set forth in Section 6.4.4.1.b shall be excluded from the calculation set forth in Section 6.2.3 to establish the Lump Sum Fee and the calculation set forth in Section 6.2.4 to determine whether the GMP has changed. .3 Prior to the final accounting, the Contingencies are not available to Owner for any reason, including, but not limited to changes in scope or any other item which would enable Design-Builder to increase an NTE or GMP under the Contract Documents. .4 Design-Builder shall provide Owner notice of all anticipated charges against the Contingencies and shall provide Owner as part of the monthly status report required by the General Conditions of Contract an accounting of the Contingency, including all reasonably foreseen uses or potential uses of the Contingency in the upcoming three (3) months. Design-Builder agrees that with respect to any expenditure from a Contingency relating to a Subcontractor default or an event for which insurance or bond may provide reimbursement, Design-Builder will in good faith exercise reasonable steps to obtain performance from the Subcontractor and/or recovery from any surety or insurance company. Design-Builder agrees that if Design-Builder is subsequently reimbursed for said costs,then said recovery will be credited back to the Contingency. 6.4.5 Lump Sum General Conditions Costs .1 If the Parties enter into the GMP Amendment,the Parties shall establish an amount for the Lump Sum General Conditions Costs. The parties shall determine the portions of the Cost of the Work set forth in Section 6.3 that are included in the Lump Sum General Conditions Costs, and the parties shall include a description of such costs in the GMP Amendment. Unless the parties agree in writing otherwise, the costs that will be included in the Lump Sum General Conditions Costs are as follows: a. Wages or salaries of Design-Builder's supervisory and administrative personnel engaged in the performance of the Work and who are located at the Site or working off-Site to assist in the production or transportation of material and equipment necessary for the Work. Specifically, the following personnel are included in the Lump Sum General Conditions Amount: i. Project Executive ii. Project Manger DBIA Document No.530 Page 14 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF iii. Superintendent and/or Construction Manager iv. Quality Control Manager v. Project Field Engineer and/or Design Manager vi. Project Controls vii. Project Scheduler viii. Safety Manager b. Wages or salaries of Design Builder's personnel stationed at Design Builder's principal or branch offices, but only to the extent said personnel are approved in advance of the performance of the Work in writing by the Owner. c. Costs incurred by Design-Builder for employee benefits, premiums, taxes, insurance, contributions and assessments required by law, collective bargaining agreements, or which are customarily paid by Design-Builder, to the extent such costs are based on wages and salaries paid to employees of Design-Builder covered under this Section. d. The reasonable portion of the cost of travel, accommodations and meals for Design-Builder's personnel necessarily and directly incurred in connection with the performance of the Work and with the written consent of the Owner as set forth below: i. Meals and Incidental Expenses: Meals and incidental expenses will be limited to the Federal Per Diem rate for meals and incidentals established for the location where lodging is obtained. Federal Per Diem guidelines which includes the meal breakdown and Federal Per Diem rates for other locations can be found at www.gsa.gov. ii. Lodging: Lodging will be billed at cost, including applicable taxes, not to exceed the Federal Per Diem maximum lodging rate for the location where the work is being performed. iii. Travel:Air travel(at coach class or equivalent), airport shuttles,etc. billed at cost. Ground transportation by privately owned vehicle, if utilized, billed at the Internal Revenue Service mileage rate for privately owned vehicles in effect at the time of travel. Expenses for a rental car(including fuel),at cost, in the ratio of one mid-size class rental car for each three Contractor's personnel directly engaged in performance of the work at the prevailing rental rates then in effect. Rental car options such as refueling fees, GPS, collision&liability insurance,etc.will not be reimbursed by the Owner unless such options are approved in advance by the Owner's Representative. Appropriate insurance coverage should be included in the Contractor's insurance policies. e. The reasonable costs and expenses incurred in establishing, operating and demobilizing the Site office, including the cost of facsimile transmissions, long-distance telephone calls, postage and express delivery charges, telephone service, photocopying and reasonable petty cash expenses. f. Premiums for insurance and bonds required specifically by this Agreement or the performance of the Work by the Design Builder. g. Accounting and data processing costs related to the Work. h. Fees paid by the Design-Builder for the approval of Statements of Intent to Pay Prevailing Wages and certification of Affidavits of Wages Paid by the industrial statistician of the State Department of Labor and Industries. The DBIA Document No.530 Page 15 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF Design-Builder will remain responsible for the actual submittal of the documents to the industrial statistician and the determination of the locality of the work to confirm the appropriate classification of work. In order to receive this reimbursement, the Design-Builder will be required to submit to Owner a list of its subcontractors at all tiers and have their Statements of Intent to Pay Prevailing Wages on file with the Owner. i. General administrative costs not specifically listed in this subsection, including but not limited to the following: i. Shop Drawing Reproduction ii. Construction Schedule & Updates iii. Safety/Security iv. Field Office Set-up (mobilization/demobilization) v. Office Supplies vi. Telephone System vii. Telephone Service Charge viii. Computer Network/System Set-up ix. Courier Service x. Postage (Fed-X, USPS) xi. Furniture/Equipment xii. Office Cleaning xiii. Project Superintendent Vehicle xiv. Computers xv. Copy Machine xvi. Temporary Electric Hook-up/Removal xvii. Temporary Electric Material xviii. Project Signage xix. Temporary Water Hook-up/Removal xx. Drinking Water& Supplies xxi. Chemical Toilets xxii. O&M Manuals xxiii. Project Record Documents xxiv. Field Engineering/Layout Survey .2 For the Costs of the Work that are included in the Lump Sum General Conditions Costs, the Design-Builder shall no longer be entitled to be reimbursed for such costs as part of the Cost of the Work, and the Design Builder's sole compensation for the costs set forth in the identified General Conditions shall be through the Lump Sum General Conditions Costs. .3 The Owner shall have the right to examine the back-up documentation establishing the Lump Sum General Conditions Costs, including but not limited to all estimates, proposals, contracts and other financial documentation on a transparent basis. DBIA Document No.530 Page 16 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF .4 The Lump Sum General Conditions Costs shall only be modified if the Design- Builder is entitled to compensation for a delay pursuant to Section 8.2 of the General Conditions. Any modification to the Lump Sum General Conditions Costs shall be calculated as follows: a. The Design Builder shall be entitled to receive a liquidated daily rate for extended General Conditions Costs ("Design-Builder's Delay Rate") for each day that the Contract Time is extended pursuant to Section 8.2 of the General Conditions. i. The Design-Builder's Delay Rate shall be calculated by dividing the Lump Sum General Conditions Costs by the number of days in the Contract Time set forth in the GMP Amendment for Phase 2. ii. Then, the Design-Builder's Delay Rate is multiplied by the number of days that the Contract Time is extended for Design-Builder's Delay, subject to a determination of entitlement pursuant to Article 8 of the General Conditions. iii. The result from the Design-Builder's Delay Rate multiplied by the number of days is the Extended General Conditions Costs which shall be added to the Lump Sum General Conditions Costs by Change Order and paid to the Design Builder pursuant to the Schedule of Values, subject to a determination of entitlement pursuant to Article 8 of the General Conditions. b. The Design-Builder's Delay Rate shall not apply to delays occurring after Substantial Completion is achieved. c. The Parties agree that determining the Design Builder's damages for delay in Phase 2 would be extremely difficult or impracticable to determine and that the Design-Builder's Delay Rate, as calculated in this Section 6.4.5.4, is a reasonable estimate of and reasonable sum for such damages; therefore, the Design-Builder's Delay Rate shall be payable to the Design Builder as liquidated damages and not as a penalty. 6.4.6 Unit Prices and Hourly Rates .1 Any Unit Prices and Hourly Rates shall be agreed upon in writing and set forth in Exhibit E to the Agreement. Design-Builder shall not charge more than a specified Unit Price or Hourly Rate than the amount set forth in Exhibit E, as modified through the Contract Documents. .2 Once established, Unit Prices and Hourly Rates shall not be subject to audit and may only be changed by Change Order. .3 Design-Builder must maintain a record of the number of Unit Prices and Hours billed using Hourly Rates for review by Owner. 6.5 Non-Reimbursable Costs. 6.5.1 The following shall not be deemed as costs of the Work: .1 Compensation for Design-Builder's personnel stationed at Design-Builder's principal or branch offices, except as expressly provided for in Section 6.3 hereof. .2 Overhead and general expenses, except as provided for in Section 6.3 hereof. DBIA Document No.530 Page 17 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF .3 The cost of Design-Builder's capital used in the performance of the Work. .4 Costs that would cause the Phase 1 NTE, the GMP, the Cost of the Work Contingency, or the Design Builder's Contingency as adjusted in accordance with the Contract Documents, to be exceeded. 6.6 Project Phases. 6.6.1 Phase 1 .1 Compensation. During Phase 1, the Design Builder shall be compensated for the following: a. The Cost of the Work set forth in Section 6.3; b. Design-Builder's Fee Percentage set forth in Section 6.2.1 multiplied by the Cost of the Work; and d. Contingency Items charged under Section 6.4.4.1.b. .2 Phase 1 Not to Exceed Amount. Design-Builder guarantees that its Compensation during Phase 1 shall not exceed the Phase 1 Not to Exceed Amount ("Phase 1 NTE") of Three Hundred Fifty Thousand & no/100 Dollars ($350,000.00 ). Design-Builder will provide a refined Phase 1 NTE pursuant to Exhibit D for negotiation with the Owner. Design-Builder agrees that it will be responsible for paying all costs of completing the Work which exceed the Phase 1 NTE, as adjusted in accordance with the Contract Documents. .3 The Phase 1 NTE includes the Cost of the Work Contingency. .4 The Phase 1 Completion Date will be negotiated between the parties pursuant to Exhibit D. .5 NTE Scopes and Proposal. Within the time set forth in Exhibit C, the Design- Builder shall provide to the Owner a list of NTE Scopes. For each NTE Scope, Design- Builder shall provide to Owner a NTE Proposal that will include the deliverables set forth in Exhibit C, unless the parties mutually agree otherwise. a. Submission of an NTE Proposal. Submission of a NTE Proposal constitutes Design-Builder's representation and agreement that it has adequately investigated the site and the NTE Scope parameters, the NTE Scope is adequately defined, to provide an accurate NTE Sum and NTE Schedule, and subject to the assumptions and clarifications in the NTE Proposal, the NTE Scope is sufficiently clear and understandable for the Design-Builder to perform the Work in accordance with the Contract Documents for an amount that will not exceed the NTE Sum. b. Review and Adjustment of NTE Proposal. After submission of an NTE Proposal, the Design-Builder and Owner shall meet to discuss and review the NTE Proposal. If Owner has any comments regarding the NTE Proposal or finds any inconsistencies or inaccuracies in the information presented, it shall promptly give written notice to Design-Builder of such comments or findings. If appropriate, Design-Builder shall, upon receipt of Owner's notice, make appropriate adjustments to the GMP Proposal. To assist in the Owner's review of the NTE Proposal, the Design Builder shall, upon the Owner's Request, provide all information, including but not limited to all data, reports, cost analysis, pricing, designs, and specifications on which the Design Builder relied or used as a basis DBIA Document No. 530 Page 18 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF for the NTE Proposal. The Owner shall make its best efforts to review any revised NTE Proposal within two weeks of receipt of the revised NTE Proposal. c. Acceptance of an NTE Proposal. If Owner accepts the NTE Proposal, as may be amended by Design-Builder, the parties will enter into an NTE Amendment in the form attached as Exhibit H, and Design-Builder will be compensated pursuant to Section 6.4.2 of the Agreement. At the Owner's option, any NTE may be converted into a Lump Sum. d. Failure to Accept an NTE Proposal. If Owner rejects an NTE Proposal, the NTE Proposal shall be deemed withdrawn and of no effect. In such event, Owner and Design-Builder shall meet and confer as to how the NTE Scope will proceed, with Owner having the following options: Owner may suggest modifications to the NTE Proposal, whereupon, if such modifications are accepted in writing by Design-Builder, the NTE Proposal shall be deemed accepted and the parties shall proceed in accordance with Section 6.6.1.5.c above; ii. Owner may decide not to perform the NTE Scope or may proceed with the NTE Scope through another contract. e. Performance of Work After Submission of an NTE Proposal. The Design-Builder shall not perform any Work on the NTE Scope after the submission of an NTE Proposal until the Owner has approved and signed the NTE Amendment unless the Design-Builder obtains the Owner's prior, written consent to perform such Work and only to the extent that such Work is expressly described in writing in such written consent. If Design-Builder performs such Work, Design-Builder shall be compensated pursuant to the written approval. .6 GMP Proposal. At the conclusion of Phase 1, Design-Builder shall submit a GMP Proposal to Owner which shall include the deliverables set forth in Exhibit C, unless the parties mutually agree otherwise. The GMP Proposal shall include and identify all NTE Amendments as well as all other Work necessary to complete the Project. a. Submission of the GMP Proposal. Submission of the GMP Proposal constitutes Design-Builder's representation and agreement that it has adequately investigated the site and the project parameters, the Project is adequately defined, the Final Basis of Design Documents are sufficiently defined to provide an accurate GMP and Project Schedule, and subject to the assumptions and clarifications in the GMP Proposal, the Project is sufficiently clear and understandable for the Design-Builder to perform the Work in accordance with the Contract Documents for an amount that will not exceed the Original GMP. b. Review and Adjustment to GMP Proposal. After submission of the GMP Proposal, Design-Builder and Owner shall meet to discuss and review the GMP Proposal. If Owner has any comments regarding the GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, it shall promptly give written notice to Design-Builder of such comments or findings. If appropriate, Design-Builder shall, upon receipt of Owner's notice, make appropriate adjustments to the GMP Proposal. To assist in the Owner's review of the GMP Proposal, the Design Builder shall, upon the Owner's Request, provide all information, including but not limited to all data, reports, cost analysis, pricing, designs and specifications on which the Design Builder relied or used as a basis for the GMP Proposal. The Owner shall make its best efforts to review DBIA Document No. 530 Page 19 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF any revised GMP Proposal within thirty (30) days of receipt of the revised GMP Proposal. c. Acceptance of GMP Proposal. If Owner accepts the GMP Proposal, as may be amended by Design-Builder, the terms of the GMP Proposal shall be set forth in the GMP Amendment. At the Owner's option, the GMP may be converted into a Lump Sum. d. Failure to Accept the GMP Proposal. If Owner rejects the GMP Proposal, the GMP Proposal shall be deemed withdrawn and of no effect. In such event, Owner and Design-Builder shall meet and confer as to how the Project will proceed, with Owner having the following options: Owner may suggest modifications to the GMP Proposal, whereupon, if such modifications are accepted in writing by Design-Builder,the GMP Proposal shall be deemed accepted and the parties shall proceed in accordance with Section 6.6.1.6.c above; ii. Owner may terminate this Agreement for convenience in accordance with Article 8 hereof. e. Performance of Work After Submission of GMP Proposal. The Design-Builder shall not perform any Work after the submission of the GMP Proposal until the Owner has approved and signed the GMP Amendment unless the Design-Builder obtains the Owner's prior,written consent to perform such Work and only to the extent that such Work is expressly described in writing in such written consent. If Design-Builder performs such Work, Design-Builder shall be compensated pursuant to the written approval. 6.6.2 Phase 2 Post GMP Period. .1 Compensation. During Phase 2, the Design Builder shall be compensated for the following, all subject to the GMP: a. The Cost of the Work set forth in Section 6.3; b. Design-Builder's Lump Sum Fee established pursuant to Section 6.2.3; c. Any Lump Sums established pursuant to Section 6.4.3; d. Contingency Items charged under Section 6.4.4.1.b; and e. Design-Builder's Lump Sum General Conditions Costs established pursuant to Section 6.4.5. .2 GMP The total compensation paid to Design-Builder for this Project shall not exceed the GMP, as amended pursuant to this Contract. By agreeing to the GMP Amendment,the Design-Builder understands that if the Work cannot be completed for the agreed GMP, any additional costs shall be the responsibility of the Design- Builder, and Design-Builder hereby assumes liability for such costs without reimbursement by the Owner. .3 If the parties decide to convert the GMP into a Lump Sum, Design-Builder shall be compensated pursuant to Section 6.4.3 of the Agreement. 6.6.3 Savings. DBIA Document No. 530 Page 20 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF .1 If the sum of the actual Cost of the Work and Design-Builder's Fee (and, if applicable, any prices established under Section 6.1.2 hereof) is less than the GMP, as such GMP may have been adjusted over the course of the Project, the difference ("Savings") shall go to 100% to the Owner. Article 7 Procedure for Payment 7.1 Progress Payments. 7.1.1 Design-Builder shall submit to Owner on the twenty fifth (25th) day of each month, beginning with the first month after the Date of Commencement, Design-Builder's Application for Payment in accordance with Article 6 of the General Conditions of Contract. 7.1.2 Owner shall make payment within thirty (30) days after Owner's receipt of each properly submitted and accurate Application for Payment in accordance with Article 6 of the General Conditions of Contract, but in each case less the total of payments previously made, and less amounts properly withheld under Section 6.3 of the General Conditions of Contract. 7.1.3 If Design-Builder's Fee under Section 6.2 hereof is a lump sum amount, the amount of Design-Builder's Fee to be included in Design-Builder's monthly Application for Payment and paid by Owner shall be proportional to the percentage of the Work completed, less payments previously made on account of Design-Builder's Fee. 7.2 Retainage on Progress Payments. 7.2.1 The Owner will withhold retainage pursuant to RCW Chapter 60.28, and Owner shall release such retainage pursuant to state law. Pursuant to RCW Chapter 60.28, the Design-Builder may submit a bond in lieu of the retainage that the Owner would otherwise keep under the terms of this Contract and pursuant to applicable law. Any such bond submitted in lieu of retainage must be on the form approved by the Owner. In the event the Design-Builder fails at any time to pay persons protected under RCW Chapter 60.28 or the Owner has reason to believe that the Owner or other obligee under the bond has a claim against the retainage or for other good cause, the Owner may, at its option, resume retaining from monies earned by the Design-Builder in such amount as it would otherwise be entitled to retain had the bond not been accepted. Notwithstanding the Owner's resuming such retainage, said bond shall remain in full force and effect to the extent of its penal sum, limited to the amount of retainage released to the Design-Builder. After the Design-Builder has paid protected persons or otherwise cured any default, the Owner may, at its option, again release retainage pursuant to the terms of the bond. 7.3 Final Payment. Design-Builder shall submit its Final Application for Payment to Owner in accordance with Section 6.7 of the General Conditions of Contract. Owner shall make payment on Design- Builder's properly submitted and accurate Final Application for Payment pursuant and subject to RCW Chapter 60.28 and RCW Chapter 39.08 and all applicable laws and regulations, provided that Design- Builder has satisfied the requirements for final payment set forth in Section 6.7.2 of the General Conditions of Contract. 7.4 Interest. Payments due and unpaid by Owner to Design-Builder, whether progress payments or final payment, shall bear interest commencing five (5) days after payment is due at the statutory rate of interest per month until paid. DBIA Document No. 530 Page 21 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 7.5 Record Keeping and Finance Controls. Design-Builder acknowledges that this Agreement is to be administered on an "open book" arrangement relative to Costs of the Work. Design-Builder shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management, using accounting and control systems in accordance with generally accepted accounting principles and as may be provided in the Contract Documents. During the performance of the Work and for a period of six (6) years after Final Payment, Owner, Owner's accountants, the Washington State Department of Commerce and the Washington State Auditor shall be afforded access to, and the right to audit from time-to-time, upon reasonable notice, Design-Builder's records, books, correspondence, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the Work, all of which Design-Builder shall preserve for a period of six (6) years after Final Payment. Such inspection shall take place at Design-Builder's offices during normal business hours unless another location and time is agreed to by the parties. Any multipliers or markups agreed to by the Owner and Design-Builder as part of this Agreement are only subject to audit to confirm that such multiplier or markup has been charged in accordance with this Agreement, with the composition of such multiplier or markup not being subject to audit. Article 8 Termination for Convenience 8.1 Upon ten (10) days' written notice to Design-Builder, Owner may, for its convenience and without cause, elect to terminate all or a portion of this Agreement. In such event, Owner shall pay Design-Builder for allowable costs and subject to any established Not to Exceed Amount or GMP: 8.1.1 All Work executed and for proven loss, cost or expense in connection with the Work; 8.1.2 The reasonable costs and expenses attributable to such termination, including demobilization costs and amounts due in settlement of terminated contracts with Subcontractors and Design Consultants; and 8.1.3 The fair and reasonable sums for overhead and profit on the sum of items 8.1.1 and 8.1.2 above based on Design-Builder's Fee Percentage, provided, however, if a Lump Sum Fee has been established, then the Lump Sum Fee shall only be modified pursuant to Section 6.2.4 above. 8.2 If Owner terminates this Agreement pursuant to Section 8.1 above and proceeds to design and construct the Project through its employees, agents or third parties, Owner's rights to use the Work Product shall be as set forth in Section 4.3 hereof. Such rights may not be transferred or assigned to others without Design-Builder's express written consent and such third parties' agreement to the terms of Article 4. Article 9 Representatives of the Parties 9.1 Owner's Representatives. 9.1.1 Owner designates the individual listed below as its Senior Representative ("Owner Senior Representative"), which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract: (Identify individual's name, title, address and telephone numbers) Glenn Ritter Senior Engineer/Project Manager City of Spokane Valley DBIA Document No. 530 Page 22 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF 10210 E. Sprague Ave Spokane Valley, WA 99206 (509)720-5018 gritter aaspokanevalley.orq 9.1.2 Owner designates the individual listed below as its Owner's Representative, which individual has the authority and responsibility set forth in Section 3.4 of the General Conditions of Contract: (Identify individual's name,title,address and telephone numbers) David Mendez Turner&Townsend Heery 1212 N. Washington St., Suite 219 Spokane, WA 99201 David.Mendez3(a,turnerandtownesend.com.com (509)990-0204 9.2 Design-Builder's Representatives. 9.2.1 Design-Builder designates the individual listed below as its Senior Representative ("Design-Builder's Senior Representative"),which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract: (Identify individual's name,title,address and telephone numbers) Clancy Welsh Principal In Charge Garco Construction, Inc. 4114 E. Broadway Ave Spokane, WA 99202 clancy(a�garco.com (509)755-7218 9.2.2 Design-Builder designates the individual listed below as its Design-Builder's Representative, which individual has the authority and responsibility set forth in Section 2.1.1 of the General Conditions of Contract: (Identify individual's name,title, address and telephone numbers) Rob Decker Construction Project Executive Garco Construction, Inc. 4114 E. Broadway Ave Spokane, WA 99202 robertd(c garco.com (509)232-1269 Article 10 Bonds and Insurance 10.1 Insurance. Design-Builder and Owner shall procure the insurance coverages set forth in the Insurance Exhibit attached hereto and in accordance with Article 5 of the General Conditions of Contract. 10.2 Bonds and Other Performance Security. Upon execution of this Agreement, Design-Builder shall provide a performance and a labor and material bond, pursuant to chapter 39.08 RCW, equal to one hundred percent(100%)of the Phase 1 NTE in the form set forth as Exhibit B. Upon execution of the GMP Amendment, Design-Builder shall provide a performance and labor and material bond, pursuant to RCW Chapter 39.08, equal to one hundred percent(100%)of the GMP in the form set forth as Exhibit B. DBIA Document No.530 Page 23 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 10.3 All bonds furnished by Design-Builder shall be from a surety that is qualified and registered to conduct business in the state of Washington. Article 11 Other Provisions 11.1 Designer of Record and Key Team Members. 11.1.1 Prior to entering into this Agreement, the Owner selected the Amento Group as the Designer of Record. By entering into this Agreement, the Design Builder represents that it has investigated the suitability of the Designer of Record and accepts that the Designer of Record has sufficient experience and expertise to perform the Work required of the Designer of Record in this Project and accepts responsibility for the Designer of Record's work after the date of the sub agreement with the Designer of Record. Design Builder will enter into an agreement directly with the Designer of Record. 11.1.2 Design-Builder may not substitute a consultant, subconsultant, subcontractor, or any individual listed as a Key Team Member that was listed in the Design-Builder's Statement of Qualifications or Proposal or that was approved by the Owner without the Owner's written consent. Design-Builder must request Owner's consent prior to the date of the substitution. Owner's consent shall not be unreasonably withheld. To obtain Owner's consent, substituted consultants, subconsultants, subcontractors or Key Team Members must have equivalent or better experience and qualifications to the original consultants, subconsultants, subcontractors or Key Team Members. 11.2 Wages. 11.2.1 The Design-Builder and its Subcontractors, Consultants and Sub-Consultants shall pay all laborers, workmen, or mechanics employed by it or them in the performance of this Contract the applicable state prevailing wage rate required by(chapter 39.12 RCW). The schedule of prevailing wage rates for the locality or localities of the Work is determined by the Industrial Statistician of the Department of Labor and Industries. Design-Builder shall provide a copy of the determination to the Owner. It is the Design-Builder's responsibility to verify the applicable prevailing wage rate. 11.2.2 Before payment is made by the Owner to the Design-Builder for any Work performed by Design-Builder or any Subcontractor, Consultant or Sub-Consultant whose work is included in the application for payment, the Design-Builder shall submit, or shall have previously submitted, to the Owner a Statement of Intent to Pay Prevailing Wages, approved by the Department of Labor and Industries, certifying the rate of hourly wage paid and to be paid each classification of employees, laborers, workers, or mechanics employed for the Work by Design-Builder, Consultants, Subcontractors and Sub-Consultants. The "Statement of Intent to Pay Prevailing Wages" shall include: (1) the Design-Builder's registration number; and (2) the prevailing wages under RCW 39.12.020 and the number of workers in each classification. Each voucher claim submitted by the Design-Builder for payment on a project estimate shall state that the prevailing wages have been paid in accordance with the prefiled statement or statements of intent to pay prevailing wages on file with the Owner. 11.2.3 Design-Builder and each Subcontractor required to pay the prevailing rate of wages shall post in a location readily visible at the job site: (1) a copy of a "Statement of Intent to Pay Prevailing Wages" approved by the industrial statistician of the Department of Labor and Industries; and (2)the address and telephone number of the industrial statistician of the Depart- ment of Labor and Industries where a complaint or inquiry concerning prevailing wages may be made. DBIA Document No. 530 Page 24 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 11.2.4 Prior to release of the retainage, the Design-Builder shall submit to the Owner an Affidavit of Wages Paid, approved by the Department of Labor and Industries, for the Design-Builder and every Consultant, Sub-Consultant, and Subcontractor of any tier that performed work on the Project. 11.2.5 Disputes regarding prevailing wage rates shall be referred for arbitration to the Director of the Department of Labor and Industries. The arbitration decision shall be final and conclusive and binding on all parties involved in the dispute as provided for by RCW 39.12.060. 11.2.6 Each Application for Payment submitted by Design-Builder shall state that prevailing wages have been paid in accordance with the prefiled statement(s) of intent, as approved. Copied of the approved intent statements(s) shall be posted on the job site with the address and telephone number of the Industrial Statistician of the Department of Labor and Industries where a complaint or inquiry concerning prevailing wages may be made. 11.2.7 In compliance with chapter 296-127 WAC, Design-Builder shall pay to the Department of Labor and Industries the currently established fee(s)for each statement of intent and/or affidavit of wages paid submitted to the Department of Labor and Industries for certification. 11.2.8 Consistent with WAC 296-127-320, the Design-Builder and all Consultants, Sub- Consultants and Subcontractors shall submit a certified copy of payroll records if requested. 11.2.9 The following information is provided pursuant to RCW 39.12.030: .1 State of Washington prevailing wage rates applicable to this public works project, published by L&I, are located at the L&I website: https://fortress.wa.gov/lni/wagelookup/pryWagelookup.aspx A copy of the applicable prevailing wage rates is also available for viewing at the City Community and Public Works Department located at 10210 East Sprague Ave, Spokane Valley, WA 99206. Upon request, the Owner will mail a hard copy of the applicable prevailing wages for this project. .2 This Project is located in Spokane County .3 The effective prevailing wage date for Phase 1 is the date of the Design-Builder's Price Proposal. The effective prevailing wage date for Phase 2 is the date of the Design- Builder's GMP Proposal. 11.3 Hours of Labor 11.3.1 Design-Builder shall comply with applicable provisions of chapter 49.28 RCW, and such provisions are incorporated herein by reference. 11.3.2 Chapter 49.28 RCW permits entities performing public works contracts to enter into an agreement where employees work up to ten hours in a calendar day, subject to the provisions of the statute. No such agreement may provide that employees work ten-hour days for more than four calendar days a week. Any such agreement is subject to approval by the employees. 11.4 Off Site Prefabricated Items. 11.4.1 In accordance with RCW 39.04.370, Design-Builder shall submit certain information about off-site, prefabricated, nonstandard, project specific items produced under the terms of the contract and produced outside Washington as a part of the Affidavit of Wages Paid form filed with the Washington State Department of Labor and Industries. DBIA Document No. 530 Page 25 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FD04F25A-860E-4375-AF00-B63795B79BEF 11.5 Assurance of Compliance with Federal Law 11.5.1 . Compliance with Regulations. Design-Builder shall comply with the federal laws set forth in subsection G, below ("Pertinent Non-Discrimination Authorities") relative to non- discrimination in federally-assisted programs as adopted or amended from time-to-time, which are herein incorporated by reference and made a part of this Agreement. 11.5.2 Non-discrimination. Design-Builder, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Design-Builder shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 11.5.3 Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Design-Builder for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by Design-Builder of Design-Builder's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. 11.5.4 Information and Reports. Design-Builder shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City to be pertinent to ascertain compliance with such Acts, regulations, and instructions. Where any information required of Design-Builder is in the exclusive possession of another who fails or refuses to furnish the information, Design-Builder shall so certify to the City, as appropriate, and shall set forth what efforts it has made to obtain the information. 11.5.5 Sanctions for Noncompliance. In the event of a Design-Builder's noncompliance with the non-discrimination provisions of this Agreement, the City will impose such contract sanctions as it may determine to be appropriate, including, but not limited to: .1 Withholding payments to Design-Builder under the Agreement until Design-Builder complies; and/or .2 Cancelling, terminating, or suspending the Agreement, in whole or in part. 11.5.6 Incorporation of Provisions. Design-Builder shall include the provisions of paragraphs of these Contract Clauses in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Design-Builder shall take action with respect to any subcontract or procurement as the City may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if Design-Builder becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, Design-Builder may request that the City enter into any litigation to protect the interests of the City. In addition, Design-Builder may request the United States to enter into the litigation to protect the interests of the United States. 11.5.7 Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the Design-Builder agrees to comply with the following non-discrimination statutes and authorities to the extent applicable including but not limited to: .1 Title VI of the Civil Rights Act of 1964 (42 U.S.C. §20O0d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; and 49 Part 26; DBIA Document No.530 Page 26 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF .2 The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); .3 Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); .4 Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; .5 The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); .6 Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); .7 The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients,sub-recipients and contractors,whether such programs or activities are Federally funded or not); .8 Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities(42 U.S.C. §§12131- 12189)as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; .9 The Federal Aviation Administration's Non-discrimination statute(49 U.S.C. §47123) (prohibits discrimination on the basis of race, color, national origin, and sex); .10 Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; .11 Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and .12 Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. §1681 et seq.). DBIA Document No.530 Page 27 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 11.6 Business Registration Requirement. 11.6.1 Design-Builder represents and warrants that it and all of its subconsultants, subcontractors and suppliers of every tier are properly licensed to perform the work for which they are contracted and have all applicable business licenses, including but not limited to any licenses or registrations required by the City of Spokane Valley, the State of Washington, and any other regulatory authority. Design-Builder shall be solely responsible for contacting the State of Washington Business License Services at http://bls.dor.wa.gov or 1-800-451-7985 to obtain a business registration. 11.7 Contractor's Registration Requirement. 11.7.1 Design-Builder represents and warrants that it and all of its subconsultants, subcontractors and suppliers performing construction work are properly licensed pursuant to RCW 39.06.010. 11.8 Apprenticeship Program 11.8.1 Design-Builder shall comply with the apprenticeship program set forth in RCW 39.04.320, as applicable. 11.9 Submission of Information to CPARB Design-Builder and its subcontractors and designers shall submit to Owner project information required by the Washington State Capital Projects Advisory Board pursuant to chapter 39.10 RCW. Specifically, and without limitation, Design-Builder must report to Owner its utilization of businesses certified by the Office of Minority and Women Business Enterprises ("OMWBE") and veteran certified businesses. 11.10 Inclusion Plans Design-Builder shall submit to Owner inclusion plans for underutilized firms as subcontractors and suppliers including, but not limited to, OMWBE certified businesses, veteran certified businesses, and small businesses as required in Exhibit C. 11.11 Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. 11.11.1 By executing this Agreement, the Contractor certifies to the best of its knowledge and belief, that it and its principals: .1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; .2 Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; .3 Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (A)(2) of this certification; and DBIA Document No. 530 Page 28 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FD04F25A-860E-4375-AF00-B63795B79BEF .4 Have not within a three-year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. 11.11.2 Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 11.12 Waiver 11.12.1 No officer, employee, agent, or other individual acting on behalf of either party has the power, right, or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 11.13 Subcontractor Responsibility 11.13.1 As required by RCW 39.06.020, Contractor shall verify responsibility criteria for each first tier subcontractor and its subcontractors of any tier that hires other subcontractors shall verify responsibility criteria for each of its subcontractors. Verification shall include that each subcontractor, at the time of subcontract execution, meets the responsibility criteria listed in RCW 39.04.350(1)and possesses an electrical contractor license, if required by chapter 19.28 RCW, or an elevator contractor license if required by chapter 70.87 RCW. This verification requirement shall be included in every subcontract of every tier. 11.14 Anti-Kickback 11.14.1 No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement, shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 11.15 No Party is Drafter 11.15.1 Each party has had an opportunity to negotiate the provisions of this Agreement and its Exhibits and attachments, and neither party shall be construed as the drafter. 11.16 Severability 11.16.1 If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. DBIA Document No.530 Page 29 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF In executing this Agreement, Owner and Design-Builder each individually represents that it has the necessary financial resources to fulfill its obligations under this Agreement, and each has the necessary corporate approvals to execute this Agreement, and perform the services described herein. OWNER: DESIGN-BUILDER: City of Spokane Valley, WA Garco Construction, Inc. c DoeuSigned by: (Si ature) rs)93449 . Clancy Welch (Printed Name) (Printed Name) President (Title) (Title) Date: 2-7 - Z 3 Date: 2/2/2023 7:51 AM PST Caution: An original DBIA document has this caution printed in blue. This is a printable copy and an original assures that changes will not be obscured as may occur when documents are reproduced. DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF GENERAL CONDITIONS OF PROGRESSIVE DESIGN -BUILD CONTRACT BETWEEN OWNER AND DESIGN-BUILDER Note: This document has been modified from the DBIA Form. A redlined version will be provided upon request. Document No. 535 Second Edition, 2010 DBIA Document No.535 Page 1 General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF Article 1 General 1.1 Mutual Obligations 1.1.1 Owner and Design-Builder commit at all times to cooperate fully with each other and proceed on the basis of trust and good faith, to permit each party to realize the benefits afforded under the Contract Documents. 1.1.2 Integrated Delivery: The Parties wish to fully embrace the principles of collaboration and integrated delivery in the performance of the Work of this Project. Integrated delivery emphasizes a cooperative approach to problem solving involving all key parties to the Project: the Owner, Design-Builder, Designer and principal Subcontractors (electrical, mechanical and others as the Design-Builder and the Owner jointly agree are appropriate). Toward that end, the Parties agree to employ the following techniques to maximize efficiency and minimize waste: .1 Create a culture of open and honest communication throughout the course of the Project; .2 Resolve disputes quickly and at the lowest possible level; .3 Integrate the design and construction team (including key specialty contractors and trade partners) as early as possible into the design process; .4 Utilize lean construction methods efficiently and effectively; .5 Establish a collaborative environment where all parties have the opportunity to contribute their best efforts for the benefit of the Project as a whole rather than to the benefit of individual parties; and .6 Establish equitable business terms for the parties who are members of the Design- Build Team. 1.2 Basic Definitions 1.2.1 Agreement refers to the executed contract between Owner and Design-Builder under DBIA Document No. 530, Progressive Design-Build Agreement Between Owner and Design-Builder— with Cost Plus Fee and a Guaranteed Maximum Price (2010 Edition, as revised). 1.2.2 Initial Basis of Design Documents are those documents developed as a Phase 1 deliverable that outline the scope of the Project and include the DBIA 530 Revised Form of Progressive Design-Build Agreement Between Owner and Design-Builder Cost plus Fee with a Guaranteed Maximum Price (as revised);the DBIA 535 Form of General Conditions of Progressive Design-Build Contract (as revised), and the other documents required as a Phase 1 deliverable. 1.2.3 Commercial Terms are any terms that establish a GMP, Not to Exceed, Lump Sum, Hourly Rate or Contract Time. 1.2.4 Construction Documents are the documents, consisting of Drawings and Specifications, to be prepared or assembled by the Design-Builder consistent with the Initial and Final Basis of Design Documents unless a deviation from the Initial or Final Basis of Design Documents (as applicable) is specifically set forth in a Change Order executed by both the Owner and Design- Builder, as part of the design review process contemplated by Section 2.4 of these General Conditions of Contract. 1.2.5 Contingencies are the amounts available for Design-Builder's use and are defined in Section 6.4.4 of the Agreement. The Cost of the Work Contingency is defined in Section 6.4.4.1.a. The Design-Builder's Contingency is defined in Section 6.4.4.1.b. 1.2.6 Contract Time consists of the dates set forth in Article 5 of the Agreement. DBIA Document No.535 Page 0 General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America; modifications©Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 1.2.7 Day or Days shall mean calendar days unless otherwise specifically noted in the Contract Documents. 1.2.8 Design-Build Team is comprised of the Design-Builder, the Design Consultant, and key Subcontractors identified by the Design-Builder. 1.2.9 Design Consultant is a qualified, design professional licensed in the State of Washington who is not an employee of Design-Builder, but is retained by Design-Builder, or employed or retained by anyone under contract with Design-Builder, to furnish design services required under the Contract Documents.A Design Sub-Consultant is a qualified, licensed design professional who is not an employee of the Design Consultant but is retained by the Design Consultant or employed or retained by anyone under contract to Design Consultant, to furnish design services required under the Contract Documents. 1.2.10 Design Log is a log of Reliable Design Decisions agreed upon by the parties. The Design Log supplements the Initial and Final Basis of Design Documents, as applicable. 1.2.11 Design Submission means any and all documents, shop drawings, electronic information, including computer programs and computer generated materials, data, plans, drawings, sketches, illustrations, specifications, descriptions, models and other information developed, prepared, furnished, delivered or required to be delivered by, or for, the Design-Builder: (1) to the Owner under the Contract Documents; or (2) developed or prepared by or for the Design-Builder specifically to discharge its duties under the Contract Documents. 1.2.12 Final Basis of Design Documents are the documents agreed upon in the GMP Amendment by the Owner and Design-Builder at the conclusion of Phase 1 that comprise the performance and other requirements of the Project. 1.2.13 Final Completion is the date on which all Work is complete in accordance with the Contract Documents, including but not limited to, any items identified in the punch list prepared under Section 6.6.1 and the submission and receipt of all documents set forth in Section 6.7.2. 1.2.14 Force Majeure Events are those events that are beyond the control of both Design-Builder and Owner, including the events of war, floods, labor disputes, earthquakes, epidemics, adverse weather conditions not reasonably anticipated, and other acts of God. 1.2.15 General Conditions of Contract refer to this DBIA Document No. 535, General Conditions of Contract Between Owner and Design-Builder(2010 Edition, as revised). 1.2.16 GMP Amendment means an amendment to the Agreement entered into the parties at the conclusion of Phase 1 that establishes the Final Basis of Design Documents, the GMP, the Project Schedule and other terms agreed to by the parties. 1.2.17 Phase 1 is the first phase of the Contract when the Design-Builder engages in consultation with the Owner and other stakeholders to develop the design, budget and schedule to a sufficient extent to allow the Design-Builder to submit a GMP Proposal. At the conclusion of Phase 1, the Design-Builder shall submit the deliverables set forth in the Contract Documents. 1.2.18 GMP Proposal means that proposal developed by Design-Builder in accordance with Section 6.6 of the Agreement. 1.2.19 Hazardous Conditions are any materials, wastes, substances and chemicals deemed to be hazardous under applicable Legal Requirements, or the handling, storage, remediation, or disposal of which are regulated by applicable Legal Requirements. 1.2.20 Key Team Members are those individuals who were identified as part of the Design- Builder's Statement of Qualifications and Proposal submitted pursuant to the procurement of this DBIA Document No.535 Page 1 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America; modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF Project. 1.2.21 Legal Requirements are all applicable federal, state and local laws, codes, ordinances, rules, regulations, orders and decrees of any government or quasi-government entity having jurisdiction over the Project or Site, the practices involved in the Project or Site, or any Work. 1.2.22 NTE Scope is the Scope of Work that is associated with a specific NTE Sum. 1.2.23 Original GMP is the GMP set forth in the GMP Amendment. 1.2.24 Owner Directed Allowances are the amounts defined in Section 6.4.1.6 of the Agreement. 1.2.25 Owner Provided Information is all information provided by the Owner to the Design-Builder during the course of the Project. 1.2.26 Phase 2 is the second phase of the Project that commences after the parties enter into the GMP Amendment. The scope of Phase 2 shall be set forth in the GMP Amendment. 1.2.27 Project Schedule is the schedule provided by the Design-Builder and approved by the Owner pursuant to Section 2.1.3 of the General Conditions and Exhibit C. 1.2.28 Reliable Design Decision is a decision, development, or election that refines the Initial Basis of Design Documents or Final Basis of Design Documents, that is approved by the Owner and that is set forth in the Design Log. A Reliable Design Decision cannot change the Initial Basis of Design Documents or Final Basis of Design Documents but shall instead constitute a further development or refinement of the design for the Project with which all subsequent design, development and Construction Documents shall be consistent. 1.2.29 Site is the land or premises on which the Project is located. 1.2.30 Subcontractor is any person or entity retained by Design-Builder as an independent contractor to perform a portion of the Work and shall include Design Consultants, materialmen, and suppliers. 1.2.31 Sub-Subcontractor is any person or entity retained by a Subcontractor as an independent contractor to perform any portion of a Subcontractor's Work and shall include Design Sub- Consultants, materialmen, and suppliers. 1.2.32 Substantial Completion or Substantially Complete means the date on which the Work, or an Interim Milestone Date, is sufficiently complete in accordance with the Contract Documents so that Owner can occupy and use the Project or a portion thereof for its intended purposes without compromising the building operation (including materially increasing operating expenses) or the user's ability to reasonably use all parts of the Project. 1.2.33 Trend is an issue identified in the Trend Log. 1.2.34 Trend Log is a log of issues that have been identified by the Design-Builder or the Owner during the design process that may cause any Commercial Term to be modified or cause the Contract Time to be exceeded. 1.2.35 Work shall mean the services, design and construction to be completed by the Design- Builder under the terms of this Contract. Work specifically includes the furnishing of all services, labor, materials, equipment, and all incidentals necessary to the successful completion of the services, design and construction, whether expressly required by or reasonably inferable from the Contract Documents,whether they are temporary or permanent, and whether they are incorporated into the finished Work or not. Work also includes all other obligations imposed on the Design- Builder by the Contract. The Work is sometimes generally referred to as the "Project." DBIA Document No.535 Page 2 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America; modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF 1.2.36 Self-performed construction Work means construction Work that would normally be performed by a subcontractor and does not include any costs associated with design, construction management, or Work that would be included in or described as part of the Lump Sum General Conditions Costs set forth in Section 4.5 of the Agreement. Article 2 Design-Builder's Services and Responsibilities 2.1 General Services. 2.1.1 Design-Builder's Representative shall be reasonably available to Owner and shall have the necessary expertise and experience required to supervise the Work. Design-Builder's Representative shall communicate regularly with Owner and shall be vested with the authority to act on behalf of Design-Builder. Design-Builder's Representative may be replaced only with the mutual agreement of Owner and Design-Builder. 2.1.2 Design-Builder shall provide Owner status reports detailing the progress of the Work as set forth in Exhibit C, including but not limited to (i) whether the Work is proceeding according to schedule, (ii)whether discrepancies, conflicts, or ambiguities exist in the Contract Documents that require resolution, (iii)whether health and safety issues exist in connection with the Work;(iv)status of the contingency accounts; and (v) other items that require resolution so as not to jeopardize Design-Builder's ability to complete the Work for the Contract Price and within the Contract Time(s). In addition to the frequency set forth in Exhibit C, status reports shall be submitted with the Design- Builder's draft Payment Applications as a pre-requisite to payment. 2.1.3 Design-Builder shall prepare and submit the schedules and deliverables set forth in Exhibit C, including but not limited to the Project Schedule for the execution of Work for Owner's review and response. The Project Schedule shall indicate the dates for the start and completion of the various stages of Work, including the dates when Owner information and approvals are required to enable Design-Builder to achieve the Contract Time(s). The Project Schedule shall be revised as required by Exhibit C and the conditions and progress of the Work, but such revisions shall not relieve Design-Builder of its obligations to complete the Work within the Contract Time(s), as such dates may be adjusted in accordance with the Contract Documents. Owner's review of, and response to, the Project Schedule and other deliverables provided by Design-Builder shall not be construed as relieving Design-Builder of its complete and exclusive control over the means, methods, sequences and techniques for executing the Work. 2.1.4 The parties will meet within seven (7) days after execution of the Agreement to discuss issues affecting the administration of the Work and to implement any procedures additional to Exhibit C, including those relating to submittals and payment, to facilitate the ability of the parties to perform their obligations under the Contract Documents. 2.1.5 The Design-Build Team, which at a minimum shall consist of the Design-Builder's Representative and a representative from the lead designer and lead constructor, shall meet with the Owner at least on a weekly basis and shall provide to the Owner a written update regarding the status of the Project, including but not limited to the information required in Exhibit C and any issues that may have a material effect on the Project.The Design-Build Team shall issue meeting minutes within three days of meeting. 2.1.6 Design Builder hereby assigns to Owner all its interest in first-tier subcontracts now or hereafter entered into by Design Builder for performance of any part of the Work. The assignment will be effective upon acceptance by Owner in writing and only as to those subcontracts which the DBIA Document No.535 Page 3 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF Owner designates in writing. The Owner may accept said assignment at any time during the course of the Work and prior to Final Completion in the event of a suspension or termination of Design Builder's rights under the Contract Documents. Such assignment is part of the consideration to the Owner for entering into the Contract with Design Builder and may not be withdrawn prior to Final Completion. 2.2 Design Professional Services. 2.2.1 Design-Builder shall, consistent with applicable state licensing laws, provide through qualified, licensed design professionals employed by Design-Builder, or procured from qualified, independent licensed Design Consultants, the necessary design services, including architectural, engineering and other design professional services, for the preparation of the required drawings, specifications and other design submittals to permit Design-Builder to complete the Work consistent with the Contract Documents. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Design Consultant. Design-Builder shall provide to Owner a list of all Design Consultants and Design Sub-Consultants who will perform material portions of the Work. "Material portions of the Work"shall, at a minimum, include the civil, landscape, architectural, structural, mechanical, electrical, and plumbing design. Design-Builder shall not substitute a listed Design Consultant or Sub-Consultant without obtaining Owner's prior written consent, such consent shall not be unreasonably withheld. The Contract Documents shall not be construed to create a contractual relationship of any kind between Owner and any Design Consultant or Subconsultant of any tier including but not limited to any third-party beneficiary rights. Design-Builder assumes responsibility to Owner for the proper performance of the Work of the Design Consultants and any Sub-Consultant and any acts and omissions in connection with such performance. 2.3 Standard of Performance for Professional Services. 2.3.1 The standard of care for all professional services performed to execute the Work shall be the care and skill ordinarily used by members of the applicable profession practicing under similar conditions at the same time and locality of the Project. The Design-Builder shall also perform the design and construction so that the Work meets or exceeds the performance requirements set forth in the Initial and/or Final Basis of Design Documents. 2.3.2 Design Builder shall perform all activities efficiently and with the requisite expertise, skill and competence to satisfy the requirements of the Contract Documents. 2.4 Design Development Services. 2.4.1 Design-Builder shall provide the Design Submissions set forth in the Contract Documents. Design-Builder and Owner shall, consistent with any applicable provision of the Contract Documents, agree upon any additional interim Design Submissions that Owner may wish to review, which interim Design Submissions may include design criteria, drawings, diagrams and specifications setting forth the Project requirements. .1 Interim and final Design Submissions shall be consistent with the Initial and Final Basis of Design Documents, as the Basis of Design Documents may have been changed through the design process set forth in this Section 2.4.1, as well as the Commercial Terms. By submitting a Design Submission,the Design-Builder represents to the Owner that the Work depicted and otherwise, shown, contained, or reflected in the Design Submission may be constructed for the then current Initial or Final Basis of Design Documents (as applicable) and the Commercial Terms. Notwithstanding the above, Design-Builder may propose designs that may alter the Initial or Final Basis of Design Documents, the Commercial Terms; however, Design-Builder must provide notice thereof in accordance with Article 10 and obtain a Change Order before such proposed designs are incorporated into an approved Design Submission or Construction Documents. DBIA Document No. 535 Page 4 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America; modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF .2 Design-Builder shall provide the Design Submissions set forth in Exhibit C. On or about the time of the scheduled submissions, Design-Builder and Owner shall meet and confer about the submissions,with Design-Builder identifying during such meetings, among other things, the evolution of the design and any changes to the Initial or Final Basis of Design Documents, or, if applicable, previously submitted Design Submissions. .3 The Owner shall review and comment on such Design Submissions, providing any comments and/or concerns about such Design Submissions. The Owner shall provide all comments on the Design Submissions within the time provided by the Schedule. The Design-Builder shall revise the Design Submissions (and any other deliverables) in response to the Owner's comments and incorporate said responses into the next Design Submission. .4 If incorporation of the Owner's comments result in a design that is inconsistent with the Initial or Final Basis of Design Documents or otherwise give rise to a change in the Initial or Final Basis of Design Documents or the Commercial Terms, the Design-Builder shall provide notice thereof in accordance with Article 10. Changes to the Initial or Final Basis of Design Documents, including those that are deemed minor changes under Section 9.3.1, shall be processed in accordance with Article 9. .5 The Design-Builder shall provide an updated cost model for the Project periodically as required in Exhibit C. The Design-Builder shall also schedule and facilitate a one-day review meeting with the Owner to present and summarize changes in the Design Submission, changes to the scheduled Milestone dates and present an overview of cost model. .6 Design Loq. A Design Log, including a full listing of Reliable Design Decisions and all changes to the Initial and Final Basis of Design Documents, will be maintained by the Design-Builder and provided to all attendees for review. a. Both parties must agree to include a Reliable Design Decision in the Design Log. b. The Design Log shall be updated after every Design Review Meeting, and in any case, on a weekly basis. c. Once a Reliable Design Decision in the Design Log is approved in writing by the Owner, it shall be binding on the Design-Builder as if set forth in the Interim or Final Basis of Design Documents. d. The Design Log is for the sole purpose of tracking the development of the Design Submissions. If a Reliable Design Decision will cause a change in the Interim or Final Basis of Design Decisions, or any of the Commercial Terms, such changes must be processed pursuant to Articles 9 and 10. .7 Trend Loq. If either party does not know the extent to which a Design Submission or other potential change will alter a Commercial Term, either party may request in writing to identify a Trend in the Trend Log. a. The request to include a Trend in the Trend Log must include the following information: i. Identification of the portion of the Design Submission for which the costs are uncertain and may cause any Commercial Term to be exceeded; ii. The estimated change in the applicable Commercial Term; and iii. Potential impacts or changes to the Initial or Final Basis of Design Documents as a result of the Trend. b. Both parties must consent in writing to include the Trend in the Trend Log. The Design-Builder will track the Trend on the Trend Log, and the Trend Log shall be updated with the most recent information on a weekly basis. DBIA Document No.535 Page 5 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF c. The parties will work collaboratively to resolve Trends in the Trend Log as quickly as possible. When a Trend in the Log is resolved and the resolution changes the Initial or Final Basis of Design Documents and/or any Commercial Term, the resolution shall be memorialized in a Change Order. If the resolution does not change the Initial or Final Basis of Design Documents and/or any Commercial Term, it shall be removed from the Trend Log. 2.4.2 Design-Builder shall submit to Owner Construction Documents setting forth in detail drawings and specifications describing the requirements for construction of the Work. The Construction Documents shall be consistent with the latest set of interim Design Submissions, as such submissions may have been modified by the parties and recorded as set forth in the Contract Documents. The parties shall have a design review meeting to discuss, and Owner shall review and approve, the Construction Documents in accordance with the procedures set forth in Section 2.4.1 above and Exhibit C. Design-Builder shall proceed with construction in accordance with the approved Construction Documents and shall submit one set of approved Construction Documents to Owner prior to commencement of construction. 2.4.3 Owner's review and approval of Design Submissions, meeting minutes, the Design Log, the Trend Log, and the Construction Documents is for the purpose of mutually establishing a conformed set of Contract Documents compatible with the requirements of the Work. Neither Owner's review nor approval of any Design Submissions, meeting minutes, the Design Log, the Trend Log and Construction Documents shall be deemed to transfer any design liability from Design-Builder to Owner. Design-Builder shall provide Owner with sufficient time in the Project Schedule to review and approve the Design Submissions, such time period shall not be less than ten business days. 2.4.4 To the extent not prohibited by the Contract Documents or Legal Requirements, Design- Builder may prepare Design Submissions and Construction Documents for a portion of the Work to permit construction to proceed on that portion of the Work prior to completion of the Construction Documents for the entire Work. 2.5 Legal Requirements. 2.5.1 Design-Builder shall perform the Work in accordance with all Legal Requirements and shall provide all notices applicable to the Work as required by the Legal Requirements. 2.5.2 The Commercial Terms shall be adjusted to compensate Design-Builder for the effects of any changes in the Legal Requirements enacted after the date the parties agree upon the Commercial Term. Such effects may include,without limitation, revisions Design-Builder is required to make to the Construction Documents because of changes in Legal Requirements. 2.6 Government Approvals and Permits. 2.6.1 Unless the parties have identified permits in an Owner's Permit List attached as either an exhibit to the Agreement or as part of the Initial or Final Basis of Design Documents, Design-Builder shall obtain and pay for all necessary permits, approvals, licenses, government charges and inspection fees required for the prosecution of the Work by any government or quasi-government entity having jurisdiction over the Project. 2.6.2 Design-Builder shall provide reasonable assistance to Owner in obtaining those permits, approvals and licenses that are Owner's responsibility. 2.7 Design-Builder's Construction Phase Services. 2.7.1 Unless otherwise provided in the Contract Documents to be the responsibility of Owner or a separate contractor, Design-Builder shall provide through itself or Subcontractors the necessary DBIA Document No. 535 Page 6 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America; modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF supervision, labor, inspection, testing, start-up, material, equipment, machinery, temporary utilities and other temporary facilities to permit Design-Builder to complete construction of the Project consistent with the Contract Documents. 2.7.2 Design-Builder shall perform all construction activities efficiently and with the requisite expertise, skill and competence to satisfy the requirements of the Contract Documents. Design- Builder shall at all times exercise complete and exclusive control over the means, methods, sequences and techniques of construction. Design-Builder understands that the building will remain occupied during the course of the Project and will minimize, to the extent practicable, disruption to the building's occupants. 2.7.3 The Design-Builder shall assemble and install all equipment according to the applicable manufacturer's installation instructions. Work that does not conform to the applicable instructions and/or any resulting errors in assembly or installation shall be corrected by the Design-Builder. If the Owner determines that the Design-Builder has incorrectly assembled, installed and/or damaged any such equipment, the Design-Builder shall, at its own expense, furnish a competent manufacturer's representative to assist, instruct and approve the Design-Builder's corrected work. 2.7.4 If any materials or equipment are stored by Design-Builder, they shall be stored so as to ensure the preservation of their quality and fitness. Materials and equipment shall be placed on platforms or other hard, clean surfaces, and not on the ground, and shall be placed under cover and heated adequately to prevent condensation, oxidation or freezing. Stored materials and equipment shall be located so as to facilitate observation. The Design-Builder shall be responsible for all damage or loss that occurs as a result of its fault or negligence in connection with the care and protection of all materials and equipment until acceptance by the Owner. 2.7.5 Design-Builder is responsible for verifying that any equipment supplied by the Owner is in working order and sufficient for the purposes for which it was intended in the Project. If equipment furnished by Owner is not in working order or is not sufficient for the Project, Design-Builder shall notify Owner immediately, and Owner shall either repair or replace the equipment, at Owner's sole discretion. Design-Builder is responsible for the proper installation of the equipment furnished by Owner. 2.7.6 Design-Builder shall keep the Site reasonably free from debris, trash and construction wastes to permit Design-Builder to perform its construction services efficiently, safely and without interfering with the use of adjacent land areas. Upon Substantial Completion of the Work, or a portion of the Work, Design-Builder shall remove all debris, trash, construction wastes, materials, equipment, machinery and tools arising from the Work or applicable portions thereof to permit Owner to occupy the Project or a portion of the Project for its intended use. 2.8 Subcontracts 2.8.1 Design-Builder shall employ only Subcontractors who are duly licensed and qualified to perform the Work consistent with the Contract Documents. Design-Builder shall, prior to the start of the Work applicable to each Subcontractor, provide Owner with a list of all Subcontractors performing the work to Owner. To the extent that the Design-Builder has not selected a Subcontractor prior to performing the applicable work, Design-Builder shall inform Owner in writing of the scope of work that has not been subcontracted and provide Owner a list of any subsequently added Subcontractors prior to the Subcontractor performing Work on the Project. Owner may reasonably object to Design-Builder's selection of any Subcontractor, provided that the Contract Price and/or Contract Time(s)shall be adjusted to the extent that Owner's decision impacts Design- Builder's cost and/or time of performance. Design-Builder may not substitute listed Subcontractors without Owner's prior consent; such consent shall not be unreasonably withheld. The Contract Documents shall not be construed to create a contractual relationship of any kind between Owner and any Subcontractor of any tier. 2.8.2 Design-Builder shall submit a Subcontracting Procurement Procedure during Phase 1 as DBIA Document No.535 Page 7 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF required in Exhibit C, subject to the approval of the Owner. After approval by the Owner, Design- Builder may only modify the Subcontracting Plan upon obtaining written approval from the Owner. Design-Builder may not award any Subcontract on the basis of a lump sum price without obtaining prior written permission from the Owner, such permission shall not be unreasonably withheld. 2.8.3 All subcontracted Work associated with the performance of the construction shall be awarded by Design-Builder in accordance with a Subcontractor Procurement Procedure established during Phase 1. Design-Builder shall identify the scope of subcontracted Work ("Subcontract Package")and shall identify qualified Subcontractors for each Subcontract Package. Unless approved in writing by the Owner, the Subcontractor Procurement Procedure shall comply with the following: .1 All subcontracted work associated with performance of Construction Packages shall be award by the Design-Builder to Subcontractors in accordance with a best value selection process established between the parties. Unless otherwise agreed in writing by the parties, the best value selection process shall contain mutually acceptable evaluation criteria for the proposal and selection process that is clear and consistent and includes both qualifications and price. .2 The Design-Builder may only modify the Subcontractor Procurement Procedure after obtaining written approval from the Owner. Any such modification shall be at the sole risk and responsibility of the Design-Builder and without any modification to any applicable Commercial Terms. .3 The Design-Builder's selection of Subcontractors shall comply with the following requirements, unless modified by the Subcontractor Procurement Procedure approved in writing by the Owner: a. The Design-Builder shall identify the scope of the Work to be subcontracted and shall identify at least three pre-qualified Subcontractors for such scope for written approval by the Owner. b. After approval of the pre-qualified Subcontractors by the Owner, the Design-Builder shall select from the three pre-approved Subcontractors for the identified scope of the Work, unless it obtains prior written approval from the Owner to select a different Subcontractor. c. If the Design-Builder cannot reasonably identify three pre-qualified Subcontractors, it shall inform the Owner in writing as to the reason for the inability to identify the Subcontractors and shall not proceed with the selection of a Subcontractor without the prior written approval of the Owner. d. The Design-Builder shall select Subcontractors on the basis of the best value to the Project. If in the Design-Builder's determination, the Subcontractor who proposes the best value did not propose the lowest cost, the Design-Builder shall i) provide a written justification for the selection of the Subcontractor, and ii) obtain the Owner's written approval prior to Design-Builder entering into the Subcontract. 2.8.4 Design-Builder must obtain prior, written approval from the Owner for the Design-Builder or the lead Constructor(if the lead Constructor is not also the Design-Builder) to self-perform construction Work. 1. For each scope of Work for which Design-Builder proposes self-performance, Design- Builder must submit to the Owner a proposal that contains the following minimum information as well as any other information reasonably requested by the Owner: a. A detailed description of the scope of Work; and b. A detailed explanation of the effect of the self-performed construction Work on the Project, including but not limited to cost savings, benefits to the Project, and risks to the Project. 2. Design-Builder will provide the Owner with an estimate of the costs for all self-performed DBIA Document No.535 Page 8 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF construction Work on an open book basis. In calculating the costs for self-performed construction Work, the following shall apply: a. The costs for self-performed construction Work shall not include costs that are also included in the Lump Sum General Conditions Costs. b. Notwithstanding the above, Design-Builder may include in the costs for self- performed construction Work additional general conditions costs that are directly associated with the self-performed construction Work that Design-Builder would not have incurred but for the self-performed construction Work. 2.8.5 Design-Builder assumes responsibility to Owner for the proper performance of the Work of Subcontractors and any acts and omissions in connection with such performance. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Subcontractor or Sub-Subcontractor, including but not limited to any third-party beneficiary rights. 2.8.6 Design-Builder shall coordinate the activities of all Subcontractors. If Owner performs other work on the Project or at the Site with separate contractors under Owner's control, Design-Builder agrees to reasonably cooperate and coordinate its activities with those of such separate contractors so that the Project can be completed in an orderly and coordinated manner without unreasonable disruption. 2.9 Design-Builder's Responsibility for Project Safety. 2.9.1 Design-Builder recognizes the importance of performing the Work in a safe manner so as to prevent damage, injury or loss to(i)all individuals at the Site, whether working or visiting, (ii)the Work, including materials and equipment incorporated into the Work or stored on-Site or off-Site, and (iii)all other property at the Site or adjacent thereto. Design-Builder assumes responsibility for implementing and monitoring all safety precautions and programs related to the performance of the Work. Design-Builder shall, prior to commencing construction, designate a Safety Representative with the necessary qualifications and experience to supervise the implementation and monitoring of all safety precautions and programs related to the Work. Unless otherwise required by the Contract Documents, Design-Builder's Safety Representative shall be an individual stationed at the Site who may have responsibilities on the Project in addition to safety. The Safety Representative shall make routine daily inspections of the Site and shall hold weekly safety meetings with Design- Builder's personnel, Subcontractors and others as applicable. Design-Builder understands that the building will remain occupied during the course of the project and will incorporate the building's occupants in the Design-Builder's safety plan required pursuant to Exhibit C. 2.9.2 Design-Builder and Subcontractors shall comply with all Legal Requirements relating to safety, as well as any Owner-specific safety requirements set forth in the Contract Documents, provided that such Owner-specific requirements do not violate any applicable Legal Requirement. Design-Builder will immediately report in writing any safety-related injury, loss, damage or accident arising from the Work to Owner's Representative and, to the extent mandated by Legal Requirements, to all government or quasi-government authorities having jurisdiction over safety- related matters involving the Project or the Work. 2.9.3 Design-Builder's responsibility for safety under this Section 2.9 is not intended in any way to relieve Subcontractors and Sub-Subcontractors of their own contractual and legal obligations and responsibility for (i) complying with all Legal Requirements, including those related to health and safety matters, and (ii) taking all necessary measures to implement and monitor all safety precautions and programs to guard against injuries, losses, damages or accidents resulting from their performance of the Work. 2.10 Design-Builder's Warranty. 2.10.1 Design-Builder warrants to Owner that the construction, including all materials and equipment furnished as part of the construction, shall be new unless otherwise specified in the DBIA Document No.535 Page 9 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF Contract Documents, of good quality, in conformance with the Contract Documents and free of defects in materials and workmanship. Design-Builder's warranty obligation excludes defects caused by abuse, alterations, or failure to maintain the Work in a commercially reasonable manner. Nothing in this warranty is intended to limit any manufacturer's warranty which provides Owner with greater warranty rights than set forth in this Section 2.10 or the Contract Documents. Design- Builder will provide Owner with all manufacturers' warranties upon Substantial Completion. 2.11 Correction of Defective Work. 2.11.1 Design-Builder agrees to correct any Work that is found to not be in conformance with the Contract Documents, including that part of the Work subject to Section 2.10 hereof, within a period of one year from the date of Substantial Completion of the Work or any portion of the Work, or within such longer period to the extent required by any specific warranty included in the Contract Documents. 2.11.2 Design-Builder shall, within seven (7) days of receipt of written notice from Owner that the Work is not in conformance with the Contract Documents, take meaningful steps to commence correction of such nonconforming Work, including the correction, removal or replacement of the nonconforming Work and any damage caused to other parts of the Work affected by the nonconforming Work. If Design-Builder fails to commence the necessary steps within such seven (7) day period, Owner, in addition to any other remedies provided under the Contract Documents, may provide Design-Builder with written notice that Owner will commence correction of such nonconforming Work with its own forces. If Owner does perform such corrective Work, Design- Builder shall be responsible for all reasonable costs incurred by Owner in performing such correction. If the nonconforming Work creates an emergency requiring an immediate response, the seven (7) day period identified herein shall be deemed inapplicable. 2.11.3 The one-year period referenced in Section 2.11.1 above applies only to Design-Builder's obligation to correct nonconforming Work and is not intended to constitute a period of limitations for any other rights or remedies Owner may have regarding Design-Builder's other obligations under the Contract Documents. 2.12 Contract Phases 2.12.1 Phase 1. Phase 1 shall commence upon Notice to Proceed from the Owner and shall end on the Phase 1 Completion Date as set forth in DBIA Document 530, Section 5.2. The services provided by the Design-Builder during Phase 1 shall be established in Exhibit C. .1 In Phase 1, the Design-Builder shall carefully and thoroughly examine the information set forth in Exhibit C, the existing site conditions, and any other information provided by the Owner with respect to the Project. Such information includes, but is not limited to, as-built drawings of the existing facilities; necessary testing of existing facilities; geotechnical and other site conditions; and legal, permitting and regulatory requirements and restrictions .2 The Design-Builder may not rely on information provided by the Owner and must validate all information provided by the Owner during Phase 1 as set forth in Exhibit C. Notwithstanding the above, the parties recognize that the Design-Builder relied on the information set forth in the Request for Proposals to establish the Phase 1 NTE, and if the actual conditions differ materially from the information set forth in the RFP,then the Design- Builder shall provide Notice thereof and may be entitled to an equitable adjustment in the Phase 1 NTE, provided that the Design-Builder meets the requirements in Section 4.2.1 of the General Conditions. .3 The Design-Builder shall provide the submissions set forth in Exhibit C. In addition, the Design-Builder and the Owner shall, consistent with any applicable provision of the Contract Documents, agree upon the quantity and level of development for Design DBIA Document No.535 Page 10 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America; modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF Submissions that the Owner may wish to review, which Design Submissions may include Milestone Design Submissions, design criteria, drawings, diagrams and specifications setting forth the Project requirements. Design Submissions shall be consistent with the GMP and the information set forth in the RFP, as they may develop through the design process set forth in the Contract Documents. .4 Design-Builder must verify the information set forth in Exhibit C by the conclusion of Phase 1. The extent to which such verification will occur in Phase 1 shall be set forth in Exhibit C. If the Design-Builder discovers or should have discovered with reasonable diligence material differences from the actual conditions and the information provided in Exhibit C, Design-Builder shall, at the conclusion of Phase 1, provide Owner with written notice of any such material differences in the GMP Proposal. A "Material Difference" is defined as one that would either a)impact the Initial Basis of Design Documents or Design- Builder's Fee Percentage or b)be considered a Differing Site Condition pursuant to Section 4.2.1 of the General Conditions. Design-Builder shall not be entitled to a Change Order for Differing Site Conditions pursuant to Section 4.2.1(i) of the General Conditions if the Differing Site Condition could have been discovered, with reasonable diligence, during Phase 1. .5 At the conclusion of Phase 1, the Design-Builder will submit a GMP Proposal pursuant to Exhibit C and Section 6.6.2 of the Agreement. The parties will negotiate the Final terms of the GMP Proposal, and if the parties agree, they will enter into the GMP Amendment. Upon execution of the GMP Amendment,the Design-Builder shall provide a payment and performance bond for the amount of the GMP. .6 If the Design-Builder performs Work after the submission of the GMP Proposal but before the parties enter into the GMP Amendment pursuant to Section 6.6.2 of the Agreement, the Design-Builder shall be entitled to be paid in the same manner as it was paid during Phase 1; however, in no case shall the Design-Builder be entitled to be paid in excess of the Phase 1 NTE. 2.12.2 Phase 2. Phase 2 is the final phase of the Contract where the Design-Builder:(i)completes the design services and develops Construction Documents for the Project, (ii) performs the construction, start-up, testing and commissioning and closeout of the Project, (iii) undertakes any necessary warranty services for the Project, and (iv) performs other services as set forth in Exhibit C and the GMP Amendment. Article 3 Owner's Services and Responsibilities 3.1 Duty to Cooperate. 3.1.1 Owner shall, throughout the performance of the Work, cooperate with Design-Builder and perform its responsibilities,obligations and services in a timely manner to facilitate Design-Builder's timely and efficient performance of the Work and so as not to delay or interfere with Design- Builder's performance of its obligations under the Contract Documents. Owner will cooperate with Design-Builder with respect to the need to perform construction work in the building, which will remain occupied during the construction. 3.1.2 Owner shall provide timely reviews and approvals of Design Submissions and Construction Documents consistent with the turnaround times set forth in Design-Builder's schedule. DBIA Document No.535 Page 11 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 3.1.3 Owner shall give Design-Builder timely notice of any Work that Owner notices to be defective or not in compliance with the Contract Documents. 3.2 Furnishing of Services and Information. 3.2.1 The Initial Basis of Design Documents sets forth the information provided by the Owner. 3.2.2 Owner is responsible for securing and executing all necessary agreements with adjacent land or property owners that are necessary to enable Design-Builder to perform the Work. Owner is further responsible for all costs, including attorneys' fees, incurred in securing these necessary agreements. 3.3 Financial Information. 3.3.1 If Design-Builder has reasonable belief that Owner will not have sufficient funds to complete the Project, at Design-Builder's written request, Owner shall promptly furnish reasonable evidence satisfactory to Design-Builder that Owner has adequate funds available and committed to fulfill all of Owner's contractual obligations under the Contract Documents. If Owner fails to furnish such financial information in a timely manner, Design-Builder may stop Work under Section 11.3 hereof or exercise any other right permitted under the Contract Documents. 3.3.2 Design-Builder shall cooperate with the reasonable requirements of Owner's lenders or other financial sources. Notwithstanding the preceding sentence, after execution of the Agreement Design-Builder shall have no obligation to execute for Owner or Owner's lenders or other financial sources any documents or agreements that require Design-Builder to assume obligations or responsibilities greater than those existing obligations Design-Builder has under the Contract Documents. 3.4 Owner's Representative. 3.4.1 Owner's Representative shall be responsible for providing Owner-supplied information and approvals in a timely manner to permit Design-Builder to fulfill its obligations under the Contract Documents. Owner's Representative shall also provide Design-Builder with prompt notice if it observes any failure on the part of Design-Builder to fulfill its contractual obligations, including any errors, omissions or defects in the performance of the Work. Owner's Representative shall communicate regularly with Design-Builder and shall be vested with the authority to act on behalf of Owner. 3.5 Government Approvals and Permits. 3.5.1 Owner shall obtain and pay for all necessary permits, approvals, licenses, government charges and inspection fees set forth in Section 2.6.1. 3.5.2 Owner shall provide reasonable assistance to Design-Builder in obtaining those permits, approvals and licenses that are Design-Builder's responsibility. 3.6 Owner's Separate Contractors. 3.6.1 Owner is responsible for all work performed on the Project or at the Site by separate contractors under Owner's control. Owner shall contractually require its separate contractors to cooperate with, and coordinate their activities so as not to interfere with, Design-Builder in order to enable Design-Builder to timely complete the Work consistent with the Contract Documents. DBIA Document No. 535 Page 12 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF Article 4 Hazardous Conditions and Differing Site Conditions 4.1 Hazardous Conditions. 4.1.1 Unless otherwise expressly provided in the Contract Documents to be part of the Work, Design-Builder is not responsible for any Hazardous Conditions encountered at the Site that could have been reasonably discovered during Phase 1. Unless working with Hazardous Condition is part of the scope of the Work, upon encountering any Hazardous Conditions, Design-Builder will stop Work immediately in the affected area and duly notify Owner and, if required by Legal Requirements, all government or quasi-government entities with jurisdiction over the Project or Site. 4.1.2 Upon receiving notice of the presence of suspected Hazardous Conditions that are not set forth as part of the Work or that could not have been reasonably discovered during Phase 1, Owner shall take the necessary measures required to ensure that the Hazardous Conditions are remediated or rendered harmless. Such necessary measures shall include Owner retaining qualified independent experts to (i) ascertain whether Hazardous Conditions have actually been encountered, and, if they have been encountered, (ii) prescribe the remedial measures that Owner must take either to remove the Hazardous Conditions or render the Hazardous Conditions harmless. 4.1.3 Design-Builder shall be obligated to resume Work at the affected area of the Project only after Owner's expert provides it with written certification that (i) the Hazardous Conditions have been removed or rendered harmless and (ii) all necessary approvals have been obtained from all government and quasi-government entities having jurisdiction over the Project or Site. 4.1.4 Unless expressly provided in the Contract Documents to be part of the Work, Design- Builder will be entitled, in accordance with these General Conditions of Contract, to an adjustment in its Contract Price and/or Contract Time(s) to the extent Design-Builder's cost and/or time of performance have been adversely impacted by the presence of Hazardous Conditions. 4.1.5 To the fullest extent permitted by law, Owner shall indemnify, defend and hold harmless Design-Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them, and their officers, directors, employees and agents, from and against any and all claims, losses, damages, liabilities and expenses, including reasonable attorneys' fees and expenses, arising out of or resulting from the presence, removal or remediation of Hazardous Conditions at the Site pursuant to this Section. 4.1.6 Notwithstanding the preceding provisions of this Section 4.1, Owner is not responsible for Hazardous Conditions introduced to the Site by Design-Builder, Subcontractors or anyone for whose acts they may be liable. To the fullest extent permitted by law, Design-Builder shall indemnify, defend and hold harmless Owner and Owner's officers,directors, employees and agents from and against all claims, losses, damages, liabilities and expenses, including attorneys' fees and expenses, arising out of or resulting from those Hazardous Conditions introduced to the Site by Design-Builder, Subcontractors or anyone for whose acts they may be liable. 4.1.7 With respect to Hazardous Conditions that are part of the Work, Design-Builder agrees to comply with all applicable regulatory authorities, including but not limited to any statute, regulation, or regulatory agency regarding such Hazardous Conditions. Design-Builder agrees to work cooperatively with Owner and regulatory agencies with jurisdiction over the Project to properly handle, dispose of, and/or remediate any Hazardous Conditions. DBIA Document No.535 Page 13 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 4.2 Differing Site Conditions. 4.2.1 Concealed or latent physical conditions or subsurface conditions at the Site that (i) materially differ from the conditions indicated in the Contract Documents or (ii) are of an unusual nature, differing materially from the conditions ordinarily encountered and generally recognized as inherent in the Work are collectively referred to herein as "Differing Site Conditions." If Design- Builder encounters a Differing Site Condition, Design-Builder will be entitled to an adjustment in the applicable Commercial Term to the extent Design-Builder's cost and/or time of performance are adversely impacted by the Differing Site Condition. Notwithstanding the above, provided the parties sign the GMP Amendment, Design-Builder shall not be entitled to a Change Order for Differing Site Conditions pursuant to Section 4.2.1(i) of the General Conditions if the Differing Site Condition could have been discovered, with reasonable diligence, during Phase 1. 4.2.2 Upon encountering a Differing Site Condition, Design-Builder shall provide prompt written notice to Owner of such condition,which notice shall not be later than fourteen (14)days after such condition has been encountered. Design-Builder shall, to the extent reasonably possible, provide such notice before the Differing Site Condition has been substantially disturbed or altered. Design- Builder and Owner shall work together cooperatively to determine the appropriate course of action regarding any Differing Site Condition. 4.3 Archaeological Resources 4.3.1 In the event the Design-Builder or any of its Subcontractors inadvertently discover archaeological resources at any time during the project, Design-Builder shall immediately notify the Owner and suspend all excavation activities at the site. 4.3.2 "Archaeological Resource" shall mean any material remains of human life or activities which are of interest. This shall include all sites, objects, structures, artifacts, implements, and locations of prehistoric or archaeological interest, whether previously recorded or still unrecognized, including, but not limited to objects pertaining to prehistoric and historic American Indian or aboriginal burials, campsites, dwellings, and their habitation sites, including rock shelters and caves, their artifacts and implements of culture such as projectile points, arrowheads, skeletal remains,grave goods,basketry, pestles, mauls and grinding stones, knives scrapers, rock carvings and paintings, and other implements and artifacts of any material or form. 4.3.3 The disturbance of any cairn or Native Indian grave is prohibited by the Indian Graves and Records Act(RCW 27.44). Article 5 Insurance and Bonds 5.1 Design-Builder's Insurance Requirements. 5.1.1 Design-Builder is responsible for procuring and maintaining the insurance for the coverage amounts all as set forth in the Insurance Exhibit to the Agreement. Coverage shall be secured from insurance companies authorized to do business in the state in which the Project is located, and with a minimum rating set forth in the Agreement. 5.1.2 Design-Builder's insurance shall specifically delete any design-build or similar exclusions that could compromise coverages because of the design-build delivery of the Project. 5.1.3 Upon signing and returning the signed Agreement to the Owner, and in any event, prior to performing any Work under this Agreement, Design-Builder shall provide Owner with certificates DBIA Document No.535 Page 14 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF evidencing that (i) all insurance obligations required by the Contract Documents are in full force and in effect and will remain in effect for the duration required by the Contract Documents and (ii) no insurance coverage will be canceled, renewal refused, or materially changed unless at least thirty (30) days prior written notice is given to Owner. If any of the foregoing insurance coverages are required to remain in force after final payment are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the Final Application for Payment. If any information concerning reduction of coverage is not furnished by the insurer, it shall be furnished by the Design-Builder with reasonable promptness according to the Design-Builder's information and belief. 5.1.4 The Design-Builder's maintenance of insurance, its scope of coverage, and limits as required herein shall not be construed to limit the liability of the Design-Builder to the coverage provided by such insurance,or otherwise limit the Owner's recourse to any remedy available at law or in equity. 5.1.5 Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. 5.1.6 As evidence of the insurance coverages required by this Agreement, Design-Builder shall furnish acceptable insurance certificates to Owner at the time Design-Builder returns the signed Agreement, which shall be Exhibit D. The certificate shall specify all of the parties who are additional insureds, and shall include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to Owner acceptance. If requested, complete copies of insurance policies shall be provided to Owner. Design-Builder shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 5.1.7 Failure on the part of the Design-Builder to maintain the insurance as required shall constitute a material breach of contract, upon which the Owner may, after giving as least five business days' notice to Design-Builder to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith,with any sums so expended to be repaid to the Owner on demand, or at the sole discretion of the Owner, offset against funds due Design-Builder from the Owner. 5.1.8 Design-Builder shall cause each and every subcontractor to provide insurance coverage that complies with all applicable requirements of Design-Builder-provided insurance as set forth herein, except Design-Builder shall have sole responsibility for determining the limits of coverage required to be obtained by subcontractors. Design-Builder shall ensure that the Owner is an additional insured on each subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. 5.1.9 Design-Builder's insurance coverage shall be primary insurance with respect to Owner. Any insurance, self-insurance, or insurance pool coverage maintained by Owner shall be excess of Design-Builder's insurance and shall not contribute with it. 5.1.10 Design-Builder shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Design-Builder. 5.1.11 If Design-Builder maintains higher insurance limits than the minimums shown above, Owner shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Design-Builder, irrespective of whether such limits maintained by Design- Builder are greater than those required by this Agreement or whether any certificate of insurance furnished to the Owner evidences limits of liability lower than those maintained by Design-Builder. 5.2 Owner's Liability Insurance. 5.2.1 Owner shall procure and maintain from insurance companies authorized to do business in the state in which the Project is located such liability insurance as set forth in the Insurance Exhibit DBIA Document No.535 Page 15 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF to the Agreement to protect Owner from claims which may arise from the performance of Owner's obligations under the Contract Documents or Owner's conduct during the course of the Project. 5.3 Builder's Risk Insurance. 5.3.1 Owner shall procure and maintain from insurance companies authorized to do business in the state in which the Project is located builder's risk insurance on an "all risk" or equivalent policy form upon the entire Project to the full insurable value of the Project, including professional fees, overtime premiums and all other expenses incurred to replace or repair the insured property. The property insurance obtained by Owner shall be on a special perils form and shall include but not be limited to the perils of fire and extended coverage,theft, vandalism, malicious mischief, collapse, flood, earthquake, debris removal and other perils or causes of loss as called for in the Contract Documents. A copy of the builder's risk policy shall be made available to the Design-Builder. The builder's risk insurance shall include physical loss or damage to the Work, including temporary buildings, debris removal, and damage to materials and equipment in transit, at the Site or at another location as may be indicated in Design-Builder's Application for Payment and approved by Owner. The Design-Builder is responsible for the payment of any deductibles under the insurance required by this Section 5.3.1 to the extent that the Design-Builder, or any subcontractor or subconsultant of any tier is responsible for the claim against the builder's risk insurance. 5.3.2 Not Used. 5.3.3 Not Used. 5.3.4 Any loss covered under the builder's risk insurance shall be adjusted with Owner and Design-Builder and made payable to both of them as trustees for the insureds as their interests may appear, subject to any applicable mortgage clause.All insurance proceeds received as a result of any loss will be placed in a separate account and distributed in accordance with such agreement as the interested parties may reach. Any disagreement concerning the distribution of any proceeds will be resolved in accordance with Article 10 hereof. 5.3.5 Owner and Design-Builder waive against each other and Owner's separate contractors, Design Consultants, Subcontractors, agents and employees of each and all of them, all damages covered by property insurance provided herein, except such rights as they may have to the proceeds of such insurance. Design-Builder and Owner shall, where appropriate, require similar waivers of subrogation from Owner's separate contractors, Design Consultants and Subcontractors and shall require each of them to include similar waivers in their contracts. These waivers of subrogation shall not contain any restriction or limitation that will impair the full and complete extent of its applicability to any person or entity unless agreed to in writing prior to the execution of this Agreement. Such waiver shall be effective whether the person or entity would otherwise have a duty of indemnification, do not pay the insurance premiums, and whether or not the person or entity had an insurable interest in the property damaged. Article 6 Payment 6.1 Schedule of Values. 6.1.1 Design-Builder shall submit for Owner's review and approval a preliminary schedule of values for all of the Work as set forth in Exhibit C. The Schedule of Values will (i) subdivide the Work into its respective parts, (ii) include values for all items comprising the Work and (iii)serve as the basis for monthly progress payments made to Design-Builder throughout the Work. Design- Builder will furnish, as part of the Schedule of Values, adequate and reliable cost justification and documentation so as to provide both Owner and Design Builder a transparent understanding of the cost data estimates and bids that comprise the initial baseline Schedule of Values as well as any updates thereto. Design-Builder will provide a final Schedule of Values with the GMP Proposal. DBIA Document No. 535 Page 16 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America; modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 6.1.2 The Owner will timely review and approve the Schedule of Values so as not to delay the submission of the Design-Builder's first application for payment. The Owner and Design-Builder shall timely resolve any differences so as not to delay the Design-Builder's submission of its first application for payment. 6.2 Monthly Progress Payments. 6.2.1 On or before the date established in the Agreement, Design-Builder shall submit for Owner's review and approval its Application for Payment requesting payment for all Work performed as of the date of the Application for Payment. The Application for Payment shall be accompanied by all supporting documentation required by the Contract Documents and/or established at the meeting required by Section 2.1.4 hereof. 6.2.2 If authorized by Owner, the Application for Payment may include request for payment for equipment and/or material delivered to the Site and suitably stored, or for completed preparatory work. Payment may similarly be requested for material stored off Site, provided Design-Builder complies with or furnishes satisfactory evidence of the following: .1 The material will be placed in a warehouse that is structurally sound, dry, lighted and suitable for the materials to be stored; .2 The warehouse is located within a 10-mile radius of the Project. Other locations may be utilized, if approved in writing, by Owner; .3 Only materials for the Project are stored within the warehouse (or a secure portion of a warehouse set aside for the Project); .4 Design-Builder furnishes Owner a certificate of insurance extending Design- Builder's insurance coverage for damage, fire, and theft to cover the full value of all materials stored, or in transit; .5 The warehouse (or secure portion thereof) is continuously under lock and key, and only Design-Builder's authorized personnel shall have access; .6 Owner shall at all times have the right of access in the company of Design-Builder; .7 Design-Builder and its surety assume total responsibility for the stored materials; .8 Design-Builder furnishes to Owner certified lists of materials stored, bills of lading, invoices, and other information as may be required, and shall also furnish notice to Owner when materials are moved from storage to the Site; and .9 Upon payment, Owner will receive the equipment and materials free and clear of all liens and encumbrances. 6.2.3 All discounts offered by Subcontractor, Sub-Subcontractors and suppliers to Design- Builder for early payment shall accrue one hundred percent to Design-Builder to the extent Design- Builder advances payment. Unless Owner advances payment to Design-Builder specifically to receive the discount, Design-Builder may include in its Application for Payment the full undiscounted cost of the item for which payment is sought. 6.2.4 The Application for Payment shall constitute Design-Builder's representation that the Work described herein has been performed consistent with the Contract Documents, has progressed to the point indicated in the Application for Payment, and that title to all Work will pass to Owner free and clear of all claims, liens, encumbrances, and security interests upon the incorporation of the Work into the Project, or upon Design-Builder's receipt of payment, whichever occurs earlier. 6.3 Withholding of Payments. 6.3.1 On or before the date established in the Agreement, Owner shall pay Design-Builder all amounts properly due. If Owner determines that Design-Builder is not entitled to all or part of an DBIA Document No.535 Page 17 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF Application for Payment as a result of Design-Builder's failure to meet its obligations hereunder, it will notify Design-Builder in writing at least five (5)days prior to the date payment is due. The notice shall indicate the specific amounts Owner intends to withhold, the reasons and contractual basis for the withholding, and the specific measures Design-Builder must take to rectify Owner's concerns. Design-Builder and Owner will attempt to resolve Owner's concerns prior to the date payment is due. If the parties cannot resolve such concerns, Design-Builder may pursue its rights under the Contract Documents, including those under Article 10 hereof. 6.3.2 Notwithstanding anything to the contrary in the Contract Documents, Owner shall pay Design-Builder all undisputed amounts in an Application for Payment within the times required by the Agreement. 6.4 Right to Stop Work and Interest. 6.4.1 If Owner fails to pay timely Design-Builder any undisputed amount that becomes due, Design-Builder, in addition to all other remedies provided in the Contract Documents, may stop Work pursuant to Section 11.3 hereof, provided Design-Builder gives Owner five business days' written notice of its intent to stop work and an opportunity to cure the late payment. All payments due and unpaid shall bear interest at the rate set forth in the Agreement. 6.5 Design-Builder's Payment Obligations. 6.5.1 Design-Builder will pay Design Consultants and Subcontractors, in accordance with its contractual obligations to such parties, all the amounts Design-Builder has received from Owner on account of their work. Design-Builder will impose similar requirements on Design Consultants and Subcontractors to pay those parties with whom they have contracted. Design-Builder will indemnify and defend Owner against any claims for payment and mechanic's liens as set forth in Section 7.3 hereof. 6.6 Substantial Completion. 6.6.1 Design-Builder shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work representing an Interim Milestone, has achieved Substantial Completion. Within five (5) days of Owner's receipt of Design-Builder's notice, Owner and Design-Builder will jointly inspect such Work to verify that Design-Builder has achieved Substantial Completion in accordance with the requirements of the Contract Documents. If Design- Builder has achieved Substantial Completion, Owner shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work or portion thereof, (ii) the remaining items of Work that have to be completed before final payment, (iii) provisions (to the extent not already provided in the Contract Documents)establishing Owner's and Design-Builder's responsibility for the Project's security, maintenance, utilities and insurance pending final payment, and (iv) an acknowledgment that warranties commence to run on the date of Substantial Completion, except as may otherwise be noted in the Certificate of Substantial Completion. 6.6.2 Not Used 6.6.3 Owner, at its option, may use a portion of the Work which has been determined to be Substantially Complete, provided, however,that(i)a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 6.6.1 above, (ii) Design- Builder and Owner have obtained the consent of their sureties and insurers, and to the extent applicable, the appropriate government authorities having jurisdiction over the Project, and (iii) Owner and Design-Builder agree that Owner's use or occupancy will not interfere with Design- Builder's completion of the remaining Work. 6.7 Final Payment. DBIA Document No.535 Page 18 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America,modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 6.7.1 After receipt of a Final Application for Payment from Design-Builder, Owner shall make final payment by the time required in the Agreement, provided that Design-Builder has achieved Final Completion. 6.7.2 At the time of submission of its Final Application for Payment, Design-Builder shall provide the following information: .1 An affidavit that there are no claims, obligations or liens outstanding or unsatisfied for labor, services, material, equipment, taxes or other items performed, furnished or incurred for or in connection with the Work which will in any way affect Owner's interests; .2 A general release executed by Design-Builder waiving, upon receipt of final payment by Design-Builder, all claims, except those claims previously made in writing to Owner and remaining unsettled at the time of final payment; .3 Consent of Design-Builder's surety, if any, to final payment; .4 All operating manuals, warranties, record drawings, and other deliverables required by the Contract Documents; .5 "As Built"drawings, with any and all implemented changes that constitute a final record set of the Project; and .6 Certificates of insurance confirming that required coverages will remain in effect consistent with the requirements of the Contract Documents. 6.7.3 Upon making final payment, Owner waives all claims against Design-Builder except claims relating to (i) Design-Builder's failure to satisfy its payment obligations, if such failure affects Owner's interests, (ii) Design-Builder's failure to complete the Work consistent with the Contract Documents, including defects appearing after Substantial Completion and (iii) the terms of any special warranties required by the Contract Documents. 6.7.4 Deficiencies in the Work discovered after Substantial Completion, whether or not such deficiencies would have been included on the Punch List if discovered earlier, shall be deemed warranty Work. Such deficiencies shall be corrected by Design-Builder under Sections 2.9 and 2.10 herein, and shall not be a reason to withhold final payment from Design-Builder, provided, however, that Owner shall be entitled to withhold from the Final Payment the reasonable value of completion of such deficient work until such work is completed. 6.7.5 Owner shall release the Contract Retainage pursuant to RCW 60.28.011. Article 7 Indemnification 7.1 Patent and Copyright Infringement. 7.1.1 Design-Builder shall defend any action or proceeding brought against Owner based on any claim that the Work, or any part thereof, or the operation or use of the Work or any part thereof, constitutes infringement of any United States patent or copyright, now or hereafter issued. Owner shall give prompt written notice to Design-Builder of any such action or proceeding and will reasonably provide authority, information and assistance in the defense of same. Design-Builder shall indemnify and hold harmless Owner from and against all damages and costs, including but not limited to attorneys' fees and expenses awarded against Owner or Design-Builder in any such action or proceeding. Design-Builder agrees to keep Owner informed of all developments in the DBIA Document No.535 Page 19 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America; modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF defense of such actions. 7.1.2 If Owner is enjoined from the operation or use of the Work, or any part thereof, as the result of any patent or copyright suit, claim, or proceeding, Design-Builder shall at its sole expense take reasonable steps to procure the right to operate or use the Work. If Design-Builder cannot so procure such right within a reasonable time, Design-Builder shall promptly, at Design-Builder's option and at Design-Builder's expense, (i)modify the Work so as to avoid infringement of any such patent or copyright or (ii) replace said Work with Work that does not infringe or violate any such patent or copyright. 7.1.3 Sections 7.1.1 and 7.1.2 above shall not be applicable to any suit, claim or proceeding based on infringement or violation of a patent or copyright (i) relating solely to a particular process or product of a particular manufacturer specified by Owner and not offered or recommended by Design-Builder to Owner or (ii) arising from modifications to the Work by Owner or its agents after acceptance of the Work. If the suit, claim or proceeding is based upon events set forth in the preceding sentence, Owner shall defend, indemnify and hold harmless Design-Builder to the same extent Design-Builder is obligated to defend, indemnify and hold harmless Owner in Section 7.1.1 above. 7.1.4 The obligations set forth in this Section 7.1 shall constitute the sole agreement between the parties relating to liability for infringement of violation of any patent or copyright. 7.2 Not Used. 7.3 Payment Claim Indemnification. 7.3.1 Provided that Owner is not in breach of its contractual obligation to make payments to Design-Builder for the Work, Design-Builder shall indemnify, defend and hold harmless Owner from any claims or mechanic's liens brought against Owner or against the Project as a result of the failure of Design-Builder, or those for whose acts it is responsible,to pay for any services, materials, labor, equipment, taxes or other items or obligations furnished or incurred for or in connection with the Work. Within three (3) days of receiving written notice from Owner that such a claim or mechanic's lien has been filed, Design-Builder shall commence to take the steps necessary to discharge said claim or lien, including, if necessary, the furnishing of a mechanic's lien bond. If Design-Builder fails to do so, Owner will have the right to discharge the claim or lien and hold Design-Builder liable for costs and expenses incurred, including attorneys' fees. 7.4 Design-Builder's General Indemnification. 7.4.1 Except as set forth in Section 7.4.2 below, Design-Builder, to the fullest extent permitted by law, shall indemnify, hold harmless and defend Owner, its Consultants, and their respective, its officers, directors, and employees (collectively "Indemnitees") from and against claims, losses, damages, liabilities, including attorneys' fees and expenses, for bodily injury, sickness or death, and property damage or destruction (other than to the Work itself) to the extent resulting from the negligent acts or omissions of Design-Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable. 7.4.2 For indemnity obligations that arise from professional errors and omissions, Design- Builder, to the fullest extent permitted by law, shall indemnify Owner, its officers, directors, and employees from and against claims, losses, damages, liabilities, including attorneys' fees and expenses, for bodily injury, sickness or death and property damage or destruction (other than to the Work itself) but only to the extent resulting from the negligent acts or omissions of Design- Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable. 7.4.3 Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then Design-Builder's duty to indemnify shall not apply to liability for damages arising out DBIA Document No.535 Page 20 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America; modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF of Design-Builder's services or out of bodily injury to persons or damage to property that are (a) caused by or resulting from the sole negligence of Indemnitee or(b) caused by or resulting from the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Design-Builder, its agents or employees, with such liability limited only to the extent of the negligence of Design- Builder, it's agents or employees. 7.4.4 If an employee of Design-Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable has a claim against Owner, its officers, directors,employees,or agents, Design-Builder's indemnity obligations set forth above shall not be limited by any limitation on the amount of damages, compensation or benefits payable by or for Design-Builder, Design Consultants, Subcontractors, or other entity under any employee benefit acts, including workers'compensation or disability acts. Solely for the purposes of the indemnification obligations under this Agreement, Design Builder specifically and expressly waives any immunity that may be granted it under the worker's compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Design-Builder's indemnity obligations herein and shall not be intended as a benefit to any third party. Further,the indemnification obligation under this Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. 7.4.4 THE PARTIES ACKNOWLEDGE THAT THE INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT AND THE WAIVER OF IMMUNITY UNDER RCW TITLE 51 WERE MUTUALLY NEGOTIATED. OWNER'S INITIALS: ( ) DESIGN-BUILDER'S INITIALS: ( ) 7.4.5 The Owner shall not be responsible or be held liable for any damage to person or property consequent upon the use, misuse or failure of any crane, hoist, rigging, blocking, scaffolding or other equipment used by the Design-Builder or any of its Subcontractors, even though the said crane,hoist,rigging,blocking,scaffolding,or other equipment be furnished or loaned to the Design- Builder by the Owner. The acceptance and/or use of any such crane, hoist, rigging, blocking, scaffolding or other equipment by the Design-Builder or its Subcontractors shall be construed to mean that the Design-Builder accepts all responsibility for any claims for damages whatsoever resulting from the use, misuse or failure of such apparatus whether such damages by its own employees or property or to the employees or property of other contractors, the Owner, or otherwise. 7.5 Lower Tier Contractors Indemnification Obligations 7.5.1 Design-Builder shall include in its contracts with all lower tier contractors, including but not limited to its Design Consultant, Subconsultants, and Subcontractors, the indemnification obligations set forth in this Agreement and the General Conditions and shall include Owner as an Indemnitee for all such indemnification provisions. 7.6 Survival 7.6.1 The Indemnification obligations in this Article shall survive the expiration or termination of this Agreement. 7.7. Limited Recourse. 7.7.1 None of the obligations set forth in this Agreement (on behalf of any Party) constitute personal obligations of any natural persons who are the officers,shareholders,members,partners, employees or agents of any Party unless the natural person is expressly identified as a contracting DBIA Document No.535 Page 21 Standard Form of General Conditions of Contract Between Owner and Design-Builder 0 2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795879BEF party. All Parties to this Agreement shall not seek recourse against any natural person described herein. This provision, however, shall not protect such natural persons from liability for willful misconduct, illegal acts or intentional violation of any duty of corporate loyalty. Article 8 Time 8.1 Obligation to Achieve the Contract Times. 8.1.1 Design-Builder agrees that it will commence performance of the Work and achieve the Contract Time(s) in accordance with Article 5 of the Agreement and any Amendment to the Agreement. 8.2 Delays to the Work. 8.2.1 If Design-Builder is delayed on the critical path in the performance of the Work due to acts, omissions, conditions, events, or circumstances beyond its control and due to no fault of its own or those for whom Design-Builder is responsible, the Contract Time(s) for performance shall be reasonably extended by Change Order. By way of example, events that will entitle Design-Builder to an extension of the Contract Time(s) include acts or omissions of Owner or anyone under Owner's control (including separate contractors), changes in the Work, Differing Site Conditions, Hazardous Conditions, and Force Majeure Events. 8.2.2 In addition to Design-Builder's right to a time extension for those events set forth in Section 8.2.1 above, Design-Builder shall also be entitled to an appropriate adjustment of the Contract Price provided, however, that the Contract Price shall not be adjusted for Force Majeure Events unless otherwise provided in the Agreement. Article 9 Changes to the Contract Price and Time 9.1 Change Orders. 9.1.1 A Change Order is a written instrument issued after execution of the Agreement signed by Owner and Design-Builder, stating their agreement upon all of the following: .1 The scope of the change in the Work; .2 The amount of the adjustment to the Contract Price or any Commercial Term; and .3 The extent of the adjustment to the Contract Time(s) or any Commercial Term. 9.1.2 All changes in the Work authorized by applicable Change Order shall be performed under the applicable conditions of the Contract Documents. Owner and Design-Builder shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for such changes. Unless expressly set forth in the Change Order, Change Orders shall include all costs, including but not limited to all incidental and indirect costs and time extensions associated with the Change. Changes Orders will not be allowed unless there is an actual change to the Work. 9.1.3 If Owner requests a proposal for a change in the Work from Design-Builder and DBIA Document No.535 Page 22 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF subsequently elects not to proceed with the change, a Change Order shall be issued to reimburse Design-Builder for reasonable costs incurred for estimating services, design services and services involved in the preparation of proposed revisions to the Contract Documents. 9.1.4 Owner may make changes in the Project, including but not limited to adding and/or removing Work from the Project. In such case, Design-Builder shall work with the Owner to adjust the remaining Work to meet as many of Owner's Project changes as reasonably possible within the applicable Commercial Term. At Owner's sole discretion, it may remove Work from the Project rather than increase the applicable Commercial Term to equitably adjust for claims by Design- Builder pursuant to Article 10 or Differing Site Conditions pursuant to Section 4.2. 9.2 Work Change Directives. 9.2.1 A Work Change Directive is a written order prepared and signed by Owner directing a change in the Work prior to agreement on an adjustment in the Contract Price and/or the Contract Time(s). 9.2.2 Owner and Design-Builder shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for the Work Change Directive. Upon reaching an agreement, the parties shall prepare and execute an appropriate Change Order reflecting the terms of the agreement. 9.3 Minor Changes in the Work. 9.3.1 Minor changes in the Work do not involve an adjustment in the Contract Price and/or Contract Time(s)and do not materially and adversely affect the Work, including the design, quality, performance and workmanship required by the Contract Documents. Design-Builder may make minor changes in the Work consistent with the intent of the Contract Documents, provided, however, that Design-Builder shall promptly inform Owner, in writing, of any such changes and record such changes on the documents maintained by Design-Builder. 9.4 Contract Price Adjustments. 9.4.1 The increase or decrease in Contract Price resulting from a change in the Work shall be determined by one or more of the following methods: .1 Unit prices set forth in the Agreement or as subsequently agreed to between the parties; .2 A mutually accepted lump sum, properly itemized and supported by sufficient substantiating data to permit evaluation by Owner; .3 The Cost of the Work as set forth in the Agreement; or .4 If an increase or decrease cannot be agreed to as set forth in items.1 through.3 above and Owner issues a Work Change Directive, the cost of the change of the Work shall be determined by the reasonable expense and savings in the performance of the Work resulting from the change, including the Fee Percentage (if applicable), as set forth in the Agreement. 9.4.2 If unit prices are set forth in the Contract Documents or are subsequently agreed to by the parties, but application of such unit prices will cause substantial inequity to Owner or Design-Builder because of differences in the character or quantity of such unit items as originally contemplated, such unit prices shall be equitably adjusted. 9.4.3 If Owner and Design-Builder disagree upon whether Design-Builder is entitled to be paid for any services required by Owner, or if there are any other disagreements over the scope of Work DBIA Document No.535 Page 23 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF or proposed changes to the Work, Owner and Design-Builder shall resolve the disagreement pursuant to Article 10 hereof.As part of the negotiation process, Design-Builder shall furnish Owner with a good faith estimate of the costs to perform the disputed services in accordance with Owner's interpretations. If the parties are unable to agree and Owner expects Design-Builder to perform the services in accordance with Owner's interpretations, Design-Builder shall proceed to perform the disputed services, conditioned upon Owner issuing a written order to Design-Builder (i) directing Design-Builder to proceed and (ii) specifying Owner's interpretation of the services that are to be performed. If this occurs, Design-Builder shall be entitled to submit in its Applications for Payment an amount equal to fifty percent (50%) of its reasonable estimated direct cost to perform the services, and Owner agrees to pay such amounts, with the express understanding that (i) such payment by Owner does not prejudice Owner's right to argue that it has no responsibility to pay for such services and (ii) receipt of such payment by Design-Builder does not prejudice Design- Builder's right to seek full payment of the disputed services if Owner's order is deemed to be a change to the Work. 9.5 Emergencies. 9.5.1 In any emergency affecting the safety of persons and/or property, Design-Builder shall act, at its discretion, to prevent threatened damage, injury or loss. Any change in the Contract Price and/or Contract Time(s) on account of emergency work shall be determined as provided in this Article 9. Article 10 Contract Adjustments and Disputes 10.1 Requests for Contract Adjustments and Relief. 10.1.1 If either Design-Builder or Owner believes that it is entitled to relief against the other for any event arising out of or related to the Work or Project, such party shall provide written notice to the other party of the basis for its claim for relief. Such notice shall, if possible, be made prior to incurring any cost or expense and in accordance with any specific notice requirements contained in applicable sections of these General Conditions of Contract. In the absence of any specific notice requirement, written notice shall be given within a reasonable time, not to exceed twenty-one (21) days, after the occurrence giving rise to the claim for relief or after the claiming party reasonably should have recognized the event or condition giving rise to the request, whichever is later. Such written notice shall be separate from the Design Log or Trend Log maintained by the Design- Builder, unless the parties specifically agree to allow the Design Log or Trend Log to operate as such written notice of claims. The Design-Builder shall provide more complete information with respect to the claim within fourteen (14) days of the initial notice, the more complete information shall include sufficient information to advise the other party of the circumstances giving rise to the claim for relief,the specific contractual adjustment or relief requested and the basis of such request. The failure to provide timely written notice of any claim shall operate as a waiver of such claim, but only to the extent that the failure to provide timely written notice prejudices the position of the non- claiming party. 10.2 Dispute Avoidance and Resolution. 10.2.1 The parties are fully committed to working with each other throughout the Project and agree to communicate regularly with each other at all times so as to avoid or minimize disputes or disagreements. If disputes or disagreements do arise, Design-Builder and Owner each commit to resolving such disputes or disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Work. 10.2.2 Design-Builder and Owner will first attempt to resolve disputes or disagreements at the DBIA Document No. 535 Page 24 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America; modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF field level through discussions between Design-Builder's Representative and Owner's Representative which shall conclude within fourteen (14) days of the written notice provided for in Section 10.1.1 unless the Owner and Design-Builder mutually agree otherwise. 10.2.3 If a dispute or disagreement cannot be resolved through Design-Builder's Representative and Owner's Representative, Design-Builder's Senior Representative and Owner's Senior Representative, upon the request of either party, shall meet as soon as conveniently possible, but in no case later than thirty(30)days after such a request is made,to attempt to resolve such dispute or disagreement. Five (5) days prior to any meetings between the Senior Representatives, the parties will exchange relevant information that will assist the parties in resolving their dispute or disagreement. 10.2.4 If after meeting the Senior Representatives determine that the dispute or disagreement cannot be resolved on terms satisfactory to both parties, the parties shall submit within thirty (30) days of the conclusion of the meeting of Senior Representatives the dispute or disagreement to non-binding mediation. The mediation shall be conducted by a mutually agreeable impartial mediator, or if the parties cannot so agree, a mediator designated by the American Arbitration Association ("AAA") pursuant to its Construction Industry Mediation Rules. The mediation will be governed by and conducted pursuant to a mediation agreement negotiated by the parties or, if the parties cannot so agree, by procedures established by the mediator. Unless otherwise mutually agreed by the Owner and Design-Builder and consistent with the mediator's schedule, the mediation shall commence within ninety (90) days of the submission of the dispute to mediation. Good faith mediation is a condition precedent to proceeding with arbitration or other binding dispute resolution procedure. Representatives of the parties with authority to resolve the dispute shall be present at any mediation. 10.3 Litigation. 10.3.1 Any claims, disputes or controversies between the parties arising out of or relating to the Agreement, or the breach thereof,which have not been resolved in accordance with the procedures set forth in Section 10.2 above, shall be decided by litigation filed in the Superior Court of the State of Washington for Spokane County, unless otherwise required by applicable federal or state law. 10.3.2 The prevailing party in any final, binding dispute proceeding upon which the parties may agree, shall be entitled to recover from the other party reasonable attorneys' fees and expenses incurred by the prevailing party. The prevailing party, if any, shall be determined by the applicable binding dispute tribunal. 10.4 Duty to Continue Performance. 10.4.1 Unless provided to the contrary in the Contract Documents, Design-Builder shall continue to perform the Work and Owner shall continue to satisfy its payment obligations to Design-Builder for undisputed amounts to Design-Builder as well as any further amounts pursuant to Section 9.4.3, pending the final resolution of any dispute or disagreement between Design-Builder and Owner. 10.5 CONSEQUENTIAL DAMAGES. 10.5.1 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (EXCEPT AS SET FORTH IN SECTIONS 10.5.2 AND 10.5.3 BELOW), NEITHER DESIGN-BUILDER NOR OWNER SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL LOSSES OR DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSSES OF USE, PROFITS, BUSINESS, REPUTATION OR FINANCING. 10.5.2 The consequential damages limitation set forth in Section 10.5.1 above is not intended to affect the payment of liquidated damages or lost early completion bonus, if any, set forth in Article 5 of the Agreement,which both parties recognize has been established, in part,to reimburse Owner DBIA Document No. 535 Page 25 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America; modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF or reward Design-Builder for some damages that might otherwise be deemed to be consequential. 10.5.3 The consequential damages limitation set forth in Section 10.5.1 above does not affect the ability of any party to recover consequential damages that are covered by insurance. Article 11 Stop Work and Termination for Cause 11.1 Owner's Right to Stop Work. 11.1.1 Owner may, without cause and for its convenience, order Design-Builder in writing to stop and suspend the Work. Such suspension shall not exceed sixty(60)consecutive days or aggregate more than ninety (90) days during the duration of the Project. 11.1.2 Design-Builder is entitled to seek an adjustment of the Contract Price and/or Contract Time(s) if i)its cost or time to perform the Work has been materially and adversely impacted by any suspension of stoppage of the Work by Owner, ii) the Design-Builder is entitled to the adjustment pursuant to the other provisions of the Contract Documents, and iii) the Design-Builder complies with all provisions of the Contract Documents regarding an adjustment to the Contract Price and/or Contract Time. 11.2 Owner's Right to Perform and Terminate for Cause. 11.2.1 If Design-Builder persistently fails to (i) provide a sufficient number of skilled workers, (ii) supply the materials required by the Contract Documents, (iii) comply with applicable Legal Requirements, (iv)timely pay, without cause, Design Consultants or Subcontractors, (v) prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted, (vi) perform material obligations under the Contract Documents, or (vii) comply with the requirements regarding safety, then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law, shall have the rights set forth in Sections 11.2.2 and 11.2.3 below. 11.2.2 Upon the occurrence of an event set forth in Section 11.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within seven (7) days of Design-Builder's receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure, such problem, then Owner may give a second written notice to Design-Builder of its intent to terminate within an additional seven (7) day period. If Design-Builder, within such second seven (7) day period, fails to cure, or reasonably commence to cure, such problem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration. 11.2.3 Upon declaring the Agreement terminated pursuant to Section 11.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. Design-Builder will only be entitled to be paid for Work performed prior to its default. If Owner's cost and expense of completing the Work exceeds the unpaid balance of any Commercial Term, then Design-Builder shall be obligated to pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expense, including attorneys' fees and expenses, incurred by Owner in connection with the reprocurement and defense of claims arising from Design-Builder's default, DBIA Document No. 535 Page 26 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF subject to the waiver of consequential damages set forth in Section 10.5 hereof. 11.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Article 8 of the Agreement. 11.3 Design-Builder's Right to Stop Work. 11.3.1 Design-Builder may, in addition to any other rights afforded under the Contract Documents or at law, stop the Work for the following reasons: .1 Owner's failure to provide financial assurances as required under Section 3.3 hereof; or .2 Owner's failure to pay amounts properly due under Design-Builder's Application for Payment. 11.3.2 Should any of the events set forth in Section 11.3.1 above occur, Design-Builder has the right to provide Owner with written notice that Design-Builder will stop the Work unless said event is cured within seven(7)days from Owner's receipt of Design-Builder's notice. Design-Builder may not stop work unless it provides such written notice. If Owner does not cure the problem within such seven (7) day period, Design-Builder may stop the Work. In such case, Design-Builder shall be entitled to make a claim for adjustment to the Contract Price and Contract Time(s)to the extent it has been adversely impacted by such stoppage. 11.4 Design-Builder's Right to Terminate for Cause. 11.4.1 Design-Builder, in addition to any other rights and remedies provided in the Contract Documents or by law, may terminate the Agreement for cause for the following reasons: .1 The Work has been stopped for sixty (60) consecutive days, or more than ninety(90)days during the duration of the Project, because of court order, any government authority having jurisdiction over the Work, or orders by Owner under Section 11.1.1 hereof, provided that such stoppages are not due to the acts or omissions of Design-Builder or anyone for whose acts Design-Builder may be responsible. .2 Owner's failure to provide Design-Builder with any information, permits or approvals that are Owner's responsibility under the Contract Documents which result in the Work being stopped for sixty (60) consecutive days, or more than ninety (90) days during the duration of the Project, even though Owner has not ordered Design-Builder in writing to stop and suspend the Work pursuant to Section 11.1.1 hereof. .3 Owner's failure to cure the problems set forth in Section 11.3.1 above after Design-Builder has stopped the Work. 11.4.2 Upon the occurrence of an event set forth in Section 11.4.1 above, Design-Builder may provide written notice to Owner that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within seven (7) days of Owner's receipt of such notice. If Owner fails to cure, or reasonably commence to cure, such problem, then Design-Builder may give a second written notice to Owner of its intent to terminate within an additional seven (7)day period. If Owner, within such second seven (7)day period, fails to cure, or reasonably commence to cure, such problem, then Design-Builder may declare the Agreement terminated for default by providing written notice to Owner of such declaration. In such case, Design-Builder shall be entitled to recover in the same manner as if Owner had terminated the Agreement for its convenience under Article 8 of the Agreement. DBIA Document No.535 Page 27 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 11.5 Bankruptcy of Owner or Design-Builder. 11.5.1 If either Owner or Design-Builder institutes or has instituted against it a case under the United States Bankruptcy Code (such party being referred to as the "Bankrupt Party"), such event may impair or frustrate the Bankrupt Party's ability to perform its obligations under the Contract Documents. Accordingly, should such event occur: .1 The Bankrupt Party, its trustee or other successor, shall furnish, upon request of the non-Bankrupt Party, adequate assurance of the ability of the Bankrupt Party to perform all future material obligations under the Contract Documents, which assurances shall be provided within ten (10) days after receiving notice of the request; and .2 The Bankrupt Party shall file an appropriate action within the bankruptcy court to seek assumption or rejection of the Agreement within sixty (60) days of the institution of the bankruptcy filing and shall diligently prosecute such action. If the Bankrupt Party fails to comply with its foregoing obligations, the non-Bankrupt Party shall be entitled to request the bankruptcy court to reject the Agreement, declare the Agreement terminated and pursue any other recourse available to the non-Bankrupt Party under this Article 11. 11.5.2 The rights and remedies under Section 11.5.1 above shall not be deemed to limit the ability of the non-Bankrupt Party to seek any other rights and remedies provided by the Contract Documents or by law, including its ability to seek relief from any automatic stays under the United States Bankruptcy Code or the right of Design-Builder to stop Work under any applicable provision of these General Conditions of Contract. Article 12 Electronic Data 12.1 Electronic Data. 12.1.1 The parties recognize that Contract Documents, including drawings, specifications and three-dimensional modeling (such as Building Information Models)and other Work Product may be transmitted among Owner, Design-Builder and others in electronic media as an alternative to paper hard copies (collectively "Electronic Data"). 12.2 Transmission of Electronic Data. 12.2.1 Owner and Design-Builder shall agree upon the software and the format for the transmission of Electronic Data. Each party shall be responsible for securing the legal rights to access the agreed-upon format, including, if necessary, obtaining appropriately licensed copies of the applicable software or electronic program to display, interpret and/or generate the Electronic Data. 12.2.2 Neither party makes any representations or warranties to the other with respect to the functionality of the software or computer program associated with the electronic transmission of Work Product. Unless specifically set forth in the Agreement, ownership of the Electronic Data does not include ownership of the software or computer program with which it is associated, transmitted, generated or interpreted. 12.2.3 By transmitting Work Product in electronic form, the transmitting party does not transfer or assign its rights in the Work Product. The rights in the Electronic Data shall be as set forth in Article 4 of the Agreement. Under no circumstances shall the transfer of ownership of Electronic Data be deemed to be a sale by the transmitting party of tangible goods. DBIA Document No. 535 Page 28 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America; modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF 12.3 Electronic Data Protocol. 12.3.1 The parties acknowledge that Electronic Data may be altered or corrupted, intentionally or otherwise, due to occurrences beyond their reasonable control or knowledge, including but not limited to compatibility issues with user software, manipulation by the recipient, errors in transcription or transmission, machine error, environmental factors, and operator error. Consequently, the parties understand that there is some level of increased risk in the use of Electronic Data for the communication of design and construction information and, in consideration of this, agree, and shall require their independent contractors, Subcontractors and Design Consultants to agree, to the following protocols, terms and conditions set forth in this Section 12.3. 12.3.2 Electronic Data will be transmitted in the format agreed upon in Section 12.2.1 above, including file conventions and document properties, unless prior arrangements are made in advance in writing. 12.3.3 The Electronic Data represents the information at a particular point in time and is subject to change. Therefore, the parties shall agree upon protocols for notification by the author to the recipient of any changes which may thereafter be made to the Electronic Data,which protocol shall also address the duty, if any,to update such information, data or other information contained in the electronic media if such information changes prior to Final Completion of the Project. 12.3.4 The transmitting party specifically disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with respect to the media transmitting the Electronic Data. However,transmission of the Electronic Data via electronic means shall not invalidate or negate any duties pursuant to the applicable standard of care with respect to the creation of the Electronic Data, unless such data is materially changed or altered after it is transmitted to the receiving party, and the transmitting party did not participate in such change or alteration. Article 13 Miscellaneous 13.1 Confidential Information. 13.1.1 Confidential Information is defined as information which is determined by the transmitting party to be of a confidential or proprietary nature and: (i)the transmitting party identifies as either confidential or proprietary; (ii) the transmitting party takes steps to maintain the confidential or proprietary nature of the information; and (iii) the document is not otherwise available in or considered to be in the public domain. The receiving party agrees to maintain the confidentiality of the Confidential Information and agrees to use the Confidential Information solely in connection with the Project. This subsection is subject to application of Washington's Public Record Act, chapter 42.56 RCW., which requires the disclosure of most public records. 13.2 Assignment. 13.2.1 Neither Design-Builder nor Owner shall, without the written consent of the other assign, transfer or sublet any portion or part of the Work or the obligations required by the Contract Documents. 13.3 Successorship. 13.3.1 Design-Builder and Owner intend that the provisions of the Contract Documents are binding upon the parties, their employees, agents, heirs, successors and assigns. DBIA Document No.535 Page 29 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America;modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 13.4 Governing Law. 13.4.1 The Agreement and all Contract Documents shall be governed by the laws of the place of the Project, without giving effect to its conflict of law principles. 13.5 Severability. 13.5.1 If any provision or any part of a provision of the Contract Documents shall be finally determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant to any applicable Legal Requirements, such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provision or parts of the provision of the Contract Documents,which shall remain in full force and effect as if the unenforceable provision or part were deleted. 13.6 No Waiver. 13.6.1 The failure of either Design-Builder or Owner to insist, in any one or more instances, on the performance of any of the obligations required by the other under the Contract Documents shall not be construed as a waiver or relinquishment of such obligation or right with respect to future performance. 13.7 Headings. 13.7.1 The headings used in these General Conditions of Contract, or any other Contract Document, are for ease of reference only and shall not in any way be construed to limit or alter the meaning of any provision. 13.8 Notice. 13.8.1 Whenever the Contract Documents require that notice be provided to the other party, notice will be deemed to have been validly given (i) if delivered in person to the individual intended to receive such notice, (ii)four(4)days after being sent by registered or certified mail, postage prepaid to the address indicated in the Agreement, (iii) if transmitted by facsimile, by the time stated in a machine generated confirmation that notice was received at the facsimile number of the intended recipient, or (iv) by electronic mail, by the time frame stated in the email generated confirmation that notice was received by the email of the intended recipient. 13.9 Amendments, Work Directives and Change Orders. 13.9.1 The Contract Documents may not be changed, altered, or amended in any way except in writing signed by a duly authorized representative of each party. DBIA Document No. 535 Page 30 Standard Form of General Conditions of Contract Between Owner and Design-Builder ©2010 Design-Build Institute of America; modifications©2021 Thaxton Parkinson PLLC DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF EXHIBIT A INITIAL BASIS OF DESIGN DOCUMENTS CITY OF SPOKANE VALLEY CITY HALL REMEDIATION The following is a list of the Initial Basis of Design Documents. The Design-Builder shall validate these documents pursuant to Exhibit C. 1. Building Condition Assessment Observations, Findings, & Preliminary Scope of Repair Report— up to and including Addendum #3, prepared by the Amento Group and dated September 30, 2022. 2. As-built Plans and Detail Manual from original construction, prepared by Architects West and dated January 19, 2018. 3. Architectural Manual and Mechanical Electrical Manual (Specifications)from original construction, prepared by Architects West and dated March 18, 2016. 4. Shop Drawings from original construction as follows: a. Structural Steel Framing, prepared by Metals Fabrication Co, Inc. and dated June 2, 2016. b. Steel Joist Framing, prepared by Nucor and dated August 2, 2016. c. Fabricated Wood Trusses Drawing, prepared by Meridian Construction and dated August 25, 2016. d. Fabricated Wood Trusses Design, prepared by MiTek and dated August 25, 2016. 5. DRAFT 90% complete (+/-) Chambers Remediation Scope of Repair Plans and Project Manual, prepared by the Amento Group and dated October 12, 2022. DocuSign Envelope ID: FD04F25A-860E-4375-AF00-B63795B79BEF EXHIBIT B1 INSURANCE REQUIREMENTS CITY OF SPOKANE VALLEY CITY HALL REMEDIATION PROJECT Insurance Exhibit Design-Builder's Insurance Requirements (The Parties should consult their insurance advisors prior to completing this Exhibit) 1.1 Insurance Types and Limits. 1.1.1 Design-Builder shall purchase and maintain insurance of the types, with limits of liability, containing such endorsements and subject to such terms and conditions as follows, as well as Article 5 of DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder(2010 Edition): (Specify each type of insurance as applicable, minimum ratings of the carriers, applicable limits and deductible amounts, required endorsements, and other terms and conditions, as applicable.) Type of Insurance Minimum Limits Minimum Limits Maximum [Insert Rating of Carrier] Required Required Deductible' Per Claim/Occurrence Aggregate Policy Limits 1. Worker's Compensation Statutory Limits Statutory Limits — I *All deductibles shall be 2. Employer's Liability(Bodily Injury by Accident) $2,000,000 $2,000,000 reasonable and approved by Owner a. By Disease $2,000,000 $2,000,000 See above b. Each Accident $2,000,000 $2,000,000 See above c. Each Employee $2,000,000 $2,000,000 See above 3. Commercial General Liability $2,000,000 $4,000,000 See above a. Bodily Injury/Property Damage per occurrence $2,000,000 $2,000,000 See above limit b. Bodily Injury/Property Damage aggregate limit $4,000,000 $4,000,000 See above c. Products/Completed Operation aggregate limit $2,000,000 $2,000,000 See above d. Personal and Advertising Injury aggregate limit n/a n/a See above • e. Medical Expense limit(any one person) $2,000,000 $2,000,000 See above • 4. Contractor's Protective Liability(if applicable) $ $ See above 5. Commercial Automobile Liability $2,000,000 $2,000,000 See above DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF Type of Insurance Minimum Limits Minimum Limits Maximum [Insert Rating of Carrier] Required Required Deductible* Per Claim/Occurrence Aggregate Policy Limits 6. Professional Errors and Omissions pursuant to Section 1.3 (A) and 1.3 (B) below (per claim/aggregate) providing coverage for services $4,000,000 $4,000,000 See above performed by the named insured and any person or entity for whom the named insured is responsible 7. Contractor's Pollution Liability including coverage for $n/a $n/a microbial matter(if applicable) 8. Umbrella Excess Liability Insurance $10,000,000 $10,000,000 See above 1.1.2 The insurance required by this Section 1.1.1 shall be written for not less than limits of liability specified in the table above or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the Work until date of Final Payment. 1.1.3 PROFESSIONAL LIABILITY INSURANCE. 1.1.3(A) Professional Liability Insurance To Be Provided By Design Consultant.Such policies must provide coverage for the scope of professional services to be provided by or on behalf of the Design Consultant. [Note:Even if this coverage part is selected,the Design-Builder should consider obtaining its own professional liability coverage.] 0 The requirement for professional liability coverage on this Project shall be the standard form practice policy provided by Design Consultant. Design-Builder shall provide Owner with prior written notice of any cancellation or non-renewal of the Design Consultant's practice policy and shall include in the Design Consultant Agreement a provision requiring the Design Consultant to give the Design-Builder 30 Days written notice of any cancellation or non-renewal. 1.1.3(A).1 The only permissible exclusion, limitation or restriction with respect to construction means, methods and techniques is one that applies to the implementation of such construction means, methods, techniques, sequences, or procedures by the Design Consultant or any person or entity providing design or other professional services as its Sub-Consultant. This exclusion is permissible only if such entities are not performing any construction activities. Notwithstanding the above, a Design Consultant's professional liability policy also cannot contain any restriction, limitation or exclusion pertaining to the design of construction means, methods, techniques, sequences or procedures. 1.1.3(A).2 Any exclusion, limitation or restriction related to Products or Product Design must be modified so as to provide coverage for goods or products installed. 1.1.3(A).3 Faulty Work exclusion, limitation or restriction can only be applicable to the work self-performed by the Design Consultant. 1.1.3(A).4 The policy must provide coverage for damages resulting from delays, including delays in project completion and cost overruns that result from the rendering or failure to render professional services. 1.1.3(A).5 If any portion of the design or other professional service is to be performed by any person or entity other than Design Consultant then it is the responsibility of DBIA-Insurance Exhibit Page 2 General Contractor's and Subcontractor's Insurance Requirements ©2010 Design-Build Institute of America DocuSign Envelope ID: FD04F25A-860E-4375-AF00-B63795B79BEF Design Consultant to ensure that such person or entity provide Design-Builder and Design Consultant with evidence of insurance to comport with this Exhibit. 1.1.3(A).6 Waiver of subrogation is to be provided in favor of Design-Builder and its officers, directors and employees, and (if commercially available) Owner and its officers, directors and employees. 1.1.3(B) Professional Liability Insurance To Be Provided By Design-Builder. Such policies must provide coverage for the scope of professional services to be provided by or on behalf of the Design-Builder. El The requirement for professional liability coverage on this Project shall be the standard form practice policy provided by Design-Builder. Design-Builder shall provide Owner with prior written notice of any cancellation or non-renewal of the Design-Builder's practice policy. 1.1.3(B).1 The Design-Builder's policy cannot contain any restriction, limitation or exclusion pertaining to construction means, methods, techniques, sequences or procedures except that the professional liability policy can exclude, limit or restrict coverage for claims, but only to the same extent that such coverage is provided by the Design-Builder's valid and collectible commercial general liability/umbrella excess liability policies. Notwithstanding the above, a Design-Builder's professional liability policy also cannot contain any restriction, limitation or exclusion pertaining to the design of construction means, methods, techniques, sequences, or procedures. 1.1.3(B).2 Any exclusion, limitation or restriction related to Products or Product Design must be modified so as to provide coverage for goods or products installed. 1.1.3(B).3 Faulty Work exclusion, limitation or restriction can only be applicable to the work self-performed by the Design-Builder. 1.1.3(B).4 The policy must provide coverage for damages resulting from delays, including delays in project completion, and cost overruns that result from the rendering or failure to render professional services. 1.1.3(B).5 If any portion of the design or other professional service is to be performed by any person or entity other than Design-Builder then it is the responsibility of Design- Builder to ensure that person or entity provide Design-Builder with evidence of insurance to comport with this Exhibit. 1.1.3(B).6 Waiver of subrogation is to be provided in favor of Design-Builder and Owner (if commercially available) and their respective officers, directors and employees. 1.1.4 Any coverage required to be maintained after Final Payment shall be identified below. (List here any coverages required to be maintained after Final Payment is made) General Liability, including completed operations coverage Worker's Compensation Professional Liability, including Contractor's Protective Liability, if applicable. Umbrella Coverage Such coverage shall remain in place for six (6)years after Substantial Completion. 2.1 Coverage Parameters and Endorsements. DBIA-Insurance Exhibit Page 3 General Contractor's and Subcontractor's Insurance Requirements ©2010 Design-Build Institute of America DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 2.1.1 Commercial General Liability Insurance shall be written on an occurrence basis, utilizing standard ISO at least as broad as CG 00 01 or equivalent. Endorsements excluding, restricting, or limiting coverage may be acceptable under certain circumstances provided the same are agreed upon by Owner and Design-Builder. Commercial General Liability Insurance shall cover liability arising from premises, operations, stop gap liability, independent contractors, products-completed operations for a period of three years following substantial completion of the work for the benefit of the City, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit, using ISO form CG 25 03 05 09 or an endorsement providing at least as broad coverage. There shall be no exclusion for liability arising from explosion, collapse, or underground property damage. 2.1.1.1 Acceptable professional liability exclusions to the Design-Builder's commercial general liability insurance are limited to ISO endorsements CG 2280 or CG 2279 or their equivalent. 2.1.2 General Liability, Automobile Liability, Worker's Compensation/Employers Liability and Umbrella Excess Liability policies shall each include the following endorsements: 2.1.2.1 Unintentional Errors and Omissions Endorsement 2.1.2.2 Notice of Occurrence Endorsement 2.1.2.3 Knowledge of Occurrence Endorsement 2.1.3 Commercial Automobile Liability coverage shall be provided by standard ISO Commercial Automobile or Truckers Policy covering all Owned, Non-Owned and Hired Vehicles and at least as broad as ISO form CA 00 01. 2.1.4 Umbrella/Excess Liability must schedule Commercial General Liability, Automobile/Truckers Liability and Employers Liability as underlying policies. The Umbrella/Excess Liability policies shall be written in accordance with the scheduled underlying policies and must be as broad as the underlying policies. 2.1.5 Contractors Pollution Liability shall either be written on an occurrence or claims-made basis. If written on a claims-made basis, the policy must comport to Section 4.1.5. 2.1.5.1 The policy is to provide coverage for off-site transportation by all applicable modes of conveyance. When required, coverage is also to be provided for claims involving materials removed from the site and brought to off-site disposal, treatment and storage facilities. 2.1.5.2 Any restriction, limitation, or exclusion related to Naturally Occurring Substances must be modified so as not to apply to microbial matter and the release of such Naturally Occurring Substances as a result of the performance of Operations. 3.1 Additional lnsureds 3.1.1 Owner and Owner's officers, directors and employees shall be included as an additional insured on general liability, umbrella and automobile liability policies of insurance of the Design- Builder and its Subcontractors and Design Consultants at any tier. If required, as set forth above, Owner shall also be included as an additional insured on the Design-Builder's Contractor's Pollution Liability policy of insurance. No person shall be named as an additional insured on any professional liability policy. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. DBIA-Insurance Exhibit Page 4 General Contractor's and Subcontractor's Insurance Requirements ©2010 Design-Build Institute of America • DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF Any coverage granted to an additional insured shall be primary and that coverage independently carried by an additional insured shall not contribute. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be excess of Design-Builder's insurance and shall not contribute with it. Design-Builder shall furnish to Owner a copy of all Certificates of Insurance showing the Owner as additional insured as set forth above. Design-Builder shall require Subcontractors and Design Consultants of any tier to furnish such certificates, and upon request of the same will furnish them to the Owner. Owner shall not be an additional insured on any other of Design-Builder's policies except for those which are specifically listed below: (List here any other policies for which the Owner will be an additional insured, as well as other entities who are to be named an additional insured.) 3.1.2 Each of the policies designated in section 3.1 is to provide a waiver of subrogation in favor of those persons or entities included as additional insureds. A waiver of subrogation is also to be provided to such entities under Worker's Compensation/Employer's Liability policies. 3.1.3 Additional Insured coverage provided under the Commercial General Liability/Umbrella/Excess and, if applicable, Design-Builder's Contractor's Pollution Liability policies, shall cover both the premises/operations and completed operations hazards. 4.1 Terms and Effective Dates. 4.1.1 4.1.2 If the Contractor's Pollution Policy is made on a claims-made basis, the policy date or Retroactive Date shall predate the Agreement. The termination date of the policy or applicable extended reporting period shall be no earlier than the termination date of coverages required to be maintained after Final Payment is made. 4.1.3 Professional Liability coverage shall be retroactive to the date that professional services first commenced. 4.1.4 4.1.5 All Claims-Made Policies must: (a) permit reporting of circumstances that could give rise to a claim; and (b) provide coverage for post-expiration claims resulting from such circumstances. 4.1.6 List here any coverage required to be maintained after Final Payment: General Liability, including completed operations coverage Worker's Compensation Professional Liability, including Contractor's Protective Liability, if applicable. Umbrella Coverage Such coverage shall remain in place for six (6)years after Substantial Completion. DBIA-Insurance Exhibit Page 5 General Contractor's and Subcontractor's Insurance Requirements ©2010 Design-Build Institute of America EXHIBIT B-2 FORM OF PAYMENT BOND Spokane Valley BOND NO: 107749033 CONTRACTOR'S PAYMENT BOND(NON-FEDERALLY FUNDED PROJECT) to City of Spokane Valley,Washington The City of Spokane Valley, Washington, in Spokane County, has awarded to Garco Construction, Inc. (Contractor), as Principal, a contract for the construction of the project designated as City Hall Remediation Project No. 322-2 in Spokane Valley,Washington,and said Principal is required under the terms of the Contract to furnish a payment bond in accordance with chapter 39.08 Revised Code of Washington(RCW). The Principal, and Travelers Casualty and Surety Company of America (Surety), a corporation organized under the laws Connecticut and licensed to do business in the State of Washington as surety and named in the current list of"Surety Companies Acceptable in Federal Bonds"as published in the Federal Register by the Audit Staff Bureau of Accounts,U.S. Treasury Dept.,are jointly and severally held and firmly bound to the City of Spokane Valley, as Obligee,in the sum of$350,000.00**********total Contract amount(including Washington State sales tax),subject to the provisions herein. This payment bond shall become null and void,if and when the Principal,its heirs, executors,administrators, successors,or assigns shall pay all persons in accordance with chapters 39.08 and 39.12 RCW,including all workers, laborers,mechanics, subcontractors,and materialmen,and all persons who shall supply such contractor or subcontractor with provisions and supplies for the carrying on of such work; and shall indemnify and hold harmless the Obligee from all loss, cost or damage which Obligee may suffer by reason of the failure of Principal to make such required payments;and if such payment obligations have not been fulfilled,this bond shall remain in full force and effect. The Surety for value received agrees that no change,extension of time,alteration or addition to the terms of the Contract,the specifications accompanying the Contract, or to the work to be performed under the Contract shall in any way affect its obligation on this bond,except as provided herein,and waives notice of any change,extension of time,alteration or addition to the terms of the Contract or the work performed.The Surety agrees that modifications and changes to the terms and conditions of the Contract that increase the total amount to be paid the Principal shall automatically increase the obligation of the Surety on this bond and notice to Surety is not required for such increased obligation. This bond y be executed in two original counterparts,and shall be signed by the parties'duly authorized officers.This bond will only b ccepted if it is ccompanied by a fully executed and original power of attorney for the officer executing on behalf of th ur CO OR) SURETY G co r do ,I Trav rs Casualty and Sur Company of America 2-2-2023 16 -2-2023 P ' cipa igna Date Surety Signature Date ,,a p,,, ,,,,►,►,,A f (q;1 —\ Shawn M.Wilson Np SURETY *'•ti t (Sr �� yP�.. • .• C Printed Name Printed Name .f ••�?��•,s , I ' vs ?re.si ell Attorney-in-Fact Q HARTFORD,1 Title Title !"1—C,'ONN. 60: = & Name,address,and telephone of local office/agent of Surety Company is: l•4,>;1,•••..... d7, Alliant Insurance Services, Inc./509-343-9238 am►uu„. 818 W Riverside Avenue,Suite 800,Spokane,WA 99201 Updated 1.14.2013 EXHIBIT B3 FORM OF PERFORMANCE BOND OF Rik jValley BOND NO: 107749033 CONTRACTOR'S PERFORMANCE BOND to City of Spokane Valley,Washington The City of Spokane Valley,Washington,in Spokane County,has awarded to Garco Construction,Inc.(Contractor),as Principal, a contract for the construction of the project designated as City Hall Remediation, Project No. 322-2 in Spokane Valley, Washington, and said Principal is required under the terms of the Contract to furnish a performance bond in accordance with chapter 39.08 Revised Code of Washington(RCW). The Principal, and Travelers Casualty and Surety Company of America (Surety), a corporation, organized under the laws of Connecticut and licensed to do business in the State of Washington as surety and named in the current list of"Surety Companies Acceptable in Federal Bonds"as published in the Federal Register by the Audit Staff Bureau of Accounts,U.S.Treasury Dept.,are jointly and severally held and firmly bound to the City of Spokane Valley,as Obligee,in the sum of$350,000.00***********total Contract amount(including Washington State sales tax),subject to the provisions herein. This performance bond shall become null and void,if and when the Principal, its heirs,executors,administrators,successors,or assigns shall well and faithfully perform all of the Principal's obligations under the Contract and fulfill all the terms and conditions of all duly authorized modifications, additions,and changes to said Contract that may hereafter be made, at the time and in the manner therein specified;shall warranty the work as provided in the Contract and shall indemnify and hold harmless the Obligee from any defects in the workmanship and materials incorporated into the work for the period identified in the Contract;and if such performance obligations have not been fulfilled,this bond shall remain in full force and effect. The Surety for value received agrees that no change, extension of time, alteration or addition to the terms of the Contract, the specifications accompanying the Contract,or to the work to be performed under the Contract shall in any way affect its obligation on this bond,and waives notice of any change,extension of time,alteration or addition to the terms of the Contract or the work performed. The Surety agrees that modifications and changes to the terms and conditions of the Contract that increase the total amount to be paid the Principal shall automatically increase the obligation of the Surety on this bond and notice to Surety is not required for such increased obligation. This bond may be executed in two original counterparts,and shall be signed by the parties'duly authorized officers.This bond will only be accep if it is accompanied by a fully executed and original power of attorney for the officer executing on behalf of the surety. PRIN IP NTRAC SURETY Gars Con u i , In Trave rs Casualty and SupttCRnpany of America 2-2-2023 — OA, LS _ 2-2-2023 Principa Signature Date urety Signature Date iancl Vie 141 Shawn M.Wilson .•`'°�p,SURE?),., Printed Natne Printed Name •' ' ,, 0 *-., P('t51 Genf Attorney-in-Fact = HARTFORD, Title Title a ucp CONN. :o: Name,address,and telephone of local office/agent of Surety Company is: ��'•. ° ��$xp Alliant Insurance Services,Inc./509-343-9238 %,itutmonv`` 818 W Riverside Avenue,Suite 800,Spokane,WA 99201 Updated 1.14.2013 Travelers Casualty and Surety Company of America 4A► Travelers Casualty and Surety Company TRAVELERS J St. Paul Fire and Marine Insurance Company POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein collectively called the"Companies"),and that the Companies do hereby make,constitute and appoint Shawn M Wilson of SPOKANE , Washington , their true and lawful Attorney(s)-in-Fact to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF,the Companies have caused this instrument to be signed,and their corporate seals to be hereto affixed,this 21st day of April, 2021. Aro`.144ly J*1.tr AIN U' 1P e State of Connecticut By: City of Hartford ss. Robert L.Rane , enior Vice President On this the 21st day of April, 2021, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of each of the Companies, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of said Companies by himself as a duly authorized officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. 0.74 �'/�Gel NOTARY' My Commission expires the 30th day of June,2026 ° �� Anna P.Nowik,Notary Public w.w Y This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of each of the Companies,which resolutions are now in full force and effect,reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President,any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attomeys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her;and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary;and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority;and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President,any Assistant Vice President, any Secretary,any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-in- Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary of each of the Companies, do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies,which remains in full force and effect. Dated this 2nd day of February , 2023 . u '► Q C Kevin E. Hughes,Assistant Secretary To verify the authenticity of this Power of Attorney,please call us at 1-800-421-3880. Please refer to the above-named Attorneys)-in-Fact and the details of the bond to which this Power of Attorney is attached. • b Spokane �rnv.Valley BOND NO: 107749034 CONTRACTOR'S RETAINAGE BOND to City of Spokane Valley,Washington The City of Spokane Valley, Washington, in Spokane County, has awarded to Garco Construction, Inc. ("Contractor"),as Principal,a contract for the construction of the project designated as City Hall Remediation Project No.0322-2(the"Contract")in Spokane Valley,Washington. The Principal,existing under and by virtue of the laws of the State of Washington and authorized to do business in the State of Washington,and Travelers Casualty and Surety Company of America organized and existing under the laws of the State of Connecticut and authorized to transact business in the State of Washington as Surety, are jointly and severally held and bound unto the City of Spokane Valley, hereinafter called Obligee,and are similarly held and bound unto the beneficiaries of the trust fund created by chapter 60.28 RCW, in the penal sum of 5% of the Contract, which is Seventeen Thousand Five Hundred Dollars dollars($17,500.00************************),plus 5%of any increases in the Contract amount that have occurred or may occur, due to change orders, increases in the quantities,or the addition of any new item of work. WHEREAS,on the 26th day of January ,2023,the said Principal and Obligee herein executed and entered into the Contract. WHEREAS,said Contract and chapter 60.28 RCW require the Obligee to withhold from the Principal the sum of 5% from monies earned by the Principal on estimates during the progress of the construction,hereinafter referred to as earned retained funds. WHEREAS, the Principal has requested that the Obligee accept a bond in lieu of earned retained funds as allowed under chapter 60.28 RCW. NOW THEREFORE,the condition of the obligation is such that the Principal and Surety are held and bound unto the beneficiaries of the trust fund created by chapter 60.28 RCW in the aforesaid sum. This bond, including any proceeds therefrom,is subject to all claims and liens and in the same manner and priority as set forth for retained percentages in chapter 60.28 RCW. The condition of this obligation is also such that if the Principal shall satisfy all payment obligations to persons who may lawfully claim under the trust fund purposes of chapter 60.28 RCW to the Obligee, and indemnify and hold the Obligee harmless from any and all loss, costs,and damages that the Obligee may sustain by release of the earned retained funds to the Principal,then upon notification of such satisfaction and release of the Surety by the Obligee,this obligation shall be null and void. PROVIDED HOWEVER,that: 1. The Surety shall be liable under this obligation as Principal. The Surety will not be discharged or released from liability for any act, omission or defenses of any kind or nature that would not also discharge Principal. 2. This obligation shall be binding upon and inure to the benefit of the Principal,the Surety,the Obligee, the beneficiaries of the trust fund created by chapter 60.28 RCW and their respective heirs,executors, administrators,successors and assigns. 3. Any suit under this bond must be instituted within the time provided by applicable law. City of Spokane Valley Bond Forms 0322-2 City Hall Remediation PDB This bond may be executed in two original counterparts and shall be signed by the parties' duly authorized officers.This bond will only be accepted if it is accompanied by a fully executed and original power of attorney for the officer executing on behalf of the surety. PRINCIPAL(CONTRACTOR) SURETY Garco Cons tion,Inc. Trave rs Casualty and Surety Company of America 2-2-2023 -ti-�%�. —OAV'l.c,)s-C`1A--- 2-2-2023 P ' al Signature Date Surety Signature Date l� r; Shawn M.Wilson Printed Name Printed Name LOf yi j 4-. Attorney-in-Fact Title Title Name,address,and telephone of local office/agent of Surety Company is: Alliant Insurance Services, Inc./509-343-9238 818 W Riverside Avenue,Suite 800,Spokane,WA 99201 ",pNonw,,,,ry„ e•`PNO SURF. ma . Yc N.O� € HARTFORD z %�: CONN. ;o b ,44N uUui tu'ci01i,`•• City of Spokane Valley Bond Forms 0322-2 City Hall Remediation PDB Travelers Casualty and Surety Company of America 41116► Travelers Casualty and Surety Company TRAVELERS J St. Paul Fire and Marine Insurance Company POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein collectively called the"Companies"),and that the Companies do hereby make,constitute and appoint Shawn M Wilson of SPOKANE , Washington , their true and lawful Attorney(s)-in-Fact to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF,the Companies have caused this instrument to be signed,and their corporate seals to be hereto affixed,this 21st day of April, 2021. *oleson‘ J* 9� �tY AAke,6r 14 r • State of Connecticut By: City of Hartford ss. Robert L.Rane , enior Vice President On this the 21st day of April, 2021, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of each of the Companies, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of said Companies by himself as a duly authorized officer. AP kwy IN WITNESS WHEREOF,I hereunto set my hand and official seal. �i/�G� NOTARasu Y My Commission expires the 30th day of June,2026 * +++ # p1e`�c Anna P.Nowik,Notary Public This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of each of the Companies,which resolutions are now in full force and effect,reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her;and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary;and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority;and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President,any Assistant Vice President,any Secretary, any Assistant Secretary,and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-in- Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary of each of the Companies, do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies.which remains in full force and effect. Dated this 2nd day of February , 2023 . tos/. ANO e_ res, �'HARTFOfD, tLE.Hughe1istantcretary Q '`t OONN t 1�" To verify the authenticity of this Power of Attorney,please call us at 1-800-421-3880. Please refer to the above-named Attorneys)-in-Fact and the details of the bond to which this Power of Attorney is attached. DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work PART 1 PROJECT INFORMATION 1.01 OWNER'S PROJECT GOALS The Owner has established the following Project Goals for the Project. The Parties agree to work in good faith to meet and/or exceed the Project Goals: A. Execute a successful, collaborative Progressive Design-Build (PDB) Process to produce the envisioned project. The Design-Build Team will develop and promote a collaborative relationship with the City, the Owner's Representative, and the Design-Build Team to exceed the Project Goals and demonstrate exemplary design and project management. B. Maximize PDB Process With Limited Budget. The Design-Build Team will leverage the efficiencies of the progressive design-build process through innovative and lean design and construction techniques that provide an efficient and effective solution to bring the building to the originally envisioned functionality. C. Efficient Schedule that Minimizes Disruption. The Design-Build Team will create efficient schedules that completes the project as quickly as practicable and minimizes disruption to the building occupants. D. Efficient and Transparent Pricing. The Design-Build Team will provide transparent pricing that takes advantage of the progressive design-build delivery model, including providing real time pricing information that corresponds to scope and schedule development. E. Safety. The design and construction process will reduce re-work and enhance the safety of the project with a goal of no recordable incidents 1.02 COMMUNICATION AND BEHAVIORS A. All communications between the parties shall be open, honest and clear and shall endeavor, as much as possible, to be accurate and complete. The parties accept a duty to disclose to each other in a timely fashion both positive and negative information, including but not limited to, issues, conflicts, claims, mistakes, additional costs, delays, and other all information relevant to the Project. B. Design Builder shall provide the Deliverables in a timely fashion pursuant to this Exhibit. Deliverables shall be provided in a format acceptable to the Owner. Owner shall timely review and respond to the deliverables, as applicable. C. Decisions by the parties shall be made in the Best Interests of the Project. The Best Interests of the Project is defined as: 1. Compliance with the Basis of Design Documents 2. Completion of the Project according to the Project Schedule Page I 1 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work 3. Completion of the Project according to the Contract Price 4. Compliance with Legal Requirements 5. Consistency with the principles of collaboration and integration set forth in this Exhibit. 6. The risk assumed by the parties in the Underlying Contracts. 7. Achieving the Project Goals. PART 2 PHASE 1 PROGRAM VALIDATION PERIOD SCOPE OF SERVICES 2.01 SUMMARY OF WORK A. This Section sets forth the Scope of Work, the Deliverables, and the execution activities for Phase 1. 2.02 PHASE 1 SCOPE A. Design Builder shall review, analyze, and validate the Initial Basis of Design Documents, the project budget, the Project Schedule, the Commercial Terms and any other information provided by the Owner, collectively referred to as "Owner Provided Information". B. Pursuant to the NTE Schedule approved by the Owner, Design-Builder shall provide NTE Proposals as set forth in Section 3.01.0 herein. C. At the conclusion of Phase 1, Design Builder shall prepare a GMP Proposal, including any modifications and/or clarifications to the Initial Basis of Design Documents as set forth in Section 3.01.E herein. 2.03 VALIDATION OF INFORMATION. A. During Phase 1, Design Builder shall perform such assessments, reviews and investigations of the Owner Provided Information, as determined by Design Builder to be reasonably necessary to validate the Owner Provided Information as well as investigate any other information required to accomplish the Project, including but not limited to the information below. Additional reviews, assessments and investigations of Owner Provided Information shall include, if reasonably necessary, the following: 1. Verification that the As-Built drawings (if applicable) and other architectural and engineering drawings, plans and specifications are correct, 2. Constructability, including proposed methods of construction, of the proposed structures in the Initial Basis of Design Documents, 3. Verification of the architectural, engineering and other assumptions and calculations (if any) in any Owner Provided Information, 4. Examination and verification of actual site conditions as set forth below, Page 12 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID:FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work 5. Verification of any surveys, 6. Review and assessment of all applicable legal and regulatory rules and restrictions on the Project, including consultation with permit authorities regarding their requirements, 7. Verification and validation of assumptions regarding the establishment of the Commercial Terms, including but not limited to the GMP, the Project Schedule, and the Initial and Final Basis of Design Documents. B. Design Builder shall perform site investigations as necessary for Design Builder to verify the Owner Provided Information and to validate the Commercial Terms and the Initial Basis of Design Documents. Design Builder shall visit the Site and examine thoroughly and understand the nature and extent of the Work, site, locality, actual conditions, as-built conditions, and all local conditions and federal, state, and local laws and regulations that in any manner may affect cost, time, progress, performance or furnishing of the Work or which relate to any aspect of the design and the means, methods, techniques, sequences or procedures of construction to be employed by Design Builder and safety precautions and programs incident thereto. Such additional investigations shall be conducted to sufficiently identify or characterize utility locations (underground and overhead), site conditions, contaminated materials, and observable or concealed conditions in the existing facilities, including but not limited to the following: 1. Undertake surveys, investigations and analysis to provide necessary data and information for project design including sufficient information to evaluate design alternatives. 2. Complete a comprehensive archaeological site survey and conduct a literature and data search to determine potentially archaeologically significant sites and conditions. 3. Perform Geotechnical soils sampling, testing, and analysis to provide necessary data and information for Project design and provide a final Geotechnical Report. At a minimum, test for contamination and soil percolation rates during this process. 4. Subsurface investigation work, including the disturbance of existing vegetation, cannot proceed until all required permits have been obtained. C. Design Builder will conduct or obtain and understand all such examinations, investigations, explorations, tests, reports and studies, in addition to or to supplement those referred to above, that pertain to the subsurface conditions, as-built conditions, underground facilities and all other physical conditions at or contiguous to the Site or otherwise that may affect the cost, time, progress, performance or furnishing of Work, as Design Builder considers necessary for the performance or furnishing of Page 1 3 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work Work for the Commercial Terms and in accordance with the Initial Basis of Design Documents as well as other terms and conditions of the Contract Documents, and no additional examinations, investigations, explorations, tests, reports, studies or similar information or data are or will be required from the Owner by Design Builder for such purposes. D. All reports or analyses generated by Design Builder's research, testing, inspections, and investigations, including but not limited to geotechnical evaluations and hazardous materials studies, archaeological site surveys, hazardous materials investigations, etc., shall be provided to the Owner promptly, within seven (7) business days, after such reports are analyzed and generated. E. Design Builder shall be responsible for ensuring that its design documents and construction work accurately conforms to, and interfaces with, the existing conditions and shall not request a change or claim for unforeseen or concealed conditions except as provided under the provisions of the Contract Documents. F. The Design Builder shall work with the Owner to determine if additional examinations, investigations, explorations, tests, reports, studies or similar may be required after partial or complete demolition of the existing stations. This work shall be completed by the Design Builder and included in the GMP. 2.04 DEVELOPMENT OF NOT TO EXCEED SCOPES A. Design-Builder shall review the information about the Project and collaboratively with the Owner create a list of NTE Scopes and an NTE Schedule. The NTE Scopes will meet the requirements in Section 3.01.0 herein. In creating the NTE Scopes and the NTE Schedule, the Design- Builder shall consider the efficient grouping of design and construction tasks and minimization of disruption of the operations of the building. B. Once the Owner and Design-Builder have agreed on the list of NTE Scopes, the Design-Builder shall develop and/or complete the design for each NTE Scope and provide transparent pricing for the NTE Scope. In developing and/or completing the design, Design Builder shall review, analyze and validate the concepts for the Project elements as shown in the Initial Basis of Design Documents. In addition, Design Builder shall work collaboratively with the Owner and the Stakeholders to examine whether new concepts will better maximize the Owner's Project Goals, and if approved by the Owner, further develop such new concepts and incorporate them into the Project 2.05 DEVELOPMENT OF FINAL BASIS OF DESIGN DOCUMENTS A. Design Builder shall engage and work collaboratively with the Owner and the Project Stakeholders to progress the design and the NTE Scopes to a sufficient state to develop the Final Basis of Design Documents, the Project Schedule, and the Guaranteed Maximum Price within the project Page 14 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID. FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work budget. The timing of the GMP Proposal and the percentage complete of the designs and specifications will be jointly determined by the Owner and the Design-Builder. B. Design Builder shall manage the design process in a collaborative, efficient, transparent and coordinated manner and conduct design workshops as required by the Contract Documents. The Final Basis of Design Documents will establish the scope of the Work and provide the basis for the GMP. The Final Basis of Design Documents must be consistent with the Initial Basis of Design Documents, unless the Owner has consented to modify its requirements in writing through a Change Order, Field Directive, or other written means allowed by the Contract Documents. C. Design Builder shall provide for an orderly and timely approval process by the Owner and third parties, document review comments from the Owner and third parties, and take appropriate action. D. The Owner will review and comment on the Design Submissions in a timely fashion. The Design-Builder will allow adequate time for the Owner to review the Design Submissions, which shall not be less than 10 business days. E. Design Builder shall submit a written response to the Owner's design review comments, describing the action taken for each comment. Design Builder shall, in a timely fashion, bring to the attention of the Owner areas where new technologies, such as BIM or Design-Build processes, may require modifications to these requirements. F. By submitting Design Submissions, Design Builder represents to the Owner that the Design Submissions may be designed and constructed for the then current Commercial Terms and in accordance with the Initial Basis of Design Documents, the Design Log, and any changes made thereto. Notwithstanding the above, Design Builder may propose Designs, Plans or other Submissions that may alter a Commercial Term or the Initial Basis of Design Documents; however, with any such Design Submissions, Design Builder must provide notice pursuant to Article 10 of the General Conditions. 2.06 DEVELOPMENT OF NTE SCOPE AND GMP PRICING A. The forecasting and development of accurate project cost estimates throughout each phase of the Project is vital to the Owner's financial management strategy. The Owner relies on the Design Builder to provide and validate current and detailed cost estimates and forecasts that will be incorporated into the overall cost controls for the Owner. B. Throughout the Project, Design Builder will update estimates and forecasts and provide data to the Owner to reflect real time information. Design Builder will provide all pricing, estimates and other data used to develop the Commercial Terms on an open and transparent basis. The project Page 5 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID. FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work controls system used by the Design Builder shall be acceptable to the Owner and will be capable of being broken down and reported in a number of different work breakdown structures, including but not limited to organizing the financial data by cost element codes, subcontracts, vendors, Construction Document packages, etc. C. The Design Builder will coordinate the development of the GMP pricing with the development of the Final Basis of Design Documents as well as the Project Schedule so that the Owner may obtain an accurate understanding of the GMP. The GMP set forth it the Agreement shall not be exceeded without a written Change Order. 2.07 DEVELOPMENT OF NTE SCHEDULE AND PROJECT SCHEDULE A. The forecasting and development of the Project Schedule, including but not limited to the project phasing and Schedule of Values, is a vital element of the Design Builder's ability to deliver this Project in a timely fashion. The Owner will rely on the Design Builder's scheduling information to coordinate with its Stakeholders, schedule activities in and around the Project, and manage its campus. B. The Project Schedule will be developed to accommodate, as much as practicable, the operation of the building, which will remain occupied throughout the construction. Design-Builder shall also consider the need to minimize disruption of the building's occupants. C. Design Builder shall provide the Owner with frequent updates to the project schedule in a format acceptable to the Owner. PART 3 PHASE 1 DELIVERABLES 3.01 SUBMITTALS A. Submittals After Phase 1 Notice to Proceed: Design Builder shall provide the following Submittals within10 business days after the Notice to Proceed with Phase 1, unless otherwise noted in Phase 1 Schedule. 1. Phase 1 Schedule pursuant to Section 3.02.A. 2. Preliminary Schedule of Values for the GMP pursuant to Section 3.04.A.1 3. Preliminary Cost Model pursuant to Section 3.04.B.5 4. Subcontractor Procurement Procedure pursuant to Section 3.05.A 5. Project Safety and Job Hazard Analysis pursuant to Section 3.06.A. 6. List of NTE Scopes pursuant to Section 3.03.A.1. B. Submittals During Phase 1: Design Builder shall provide the following submittals during Phase 1. 1. Within 4 weeks of the Notice to Proceed for Phase 1: Page 16 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work a. Preliminary Project Schedule pursuant to Section 3.02.B b. Milestone deliverable schedule pursuant to Section 3.03.B.2. 2. On a monthly basis: a. Updates to the Phase 1 Schedule, the NTE Schedules, Schedule of Values, Project Schedule pursuant to Section 3.02. A and B b. Design Submissions Packages pursuant to Section 3.03.A. c. Preliminary estimating information pursuant to Section 3.04.A and updates to the Cost Model Pursuant to Section 3.04.B. C. NTE Proposals: Pursuant to the agreed NTE Schedule, Design-Builder will provide NTE Proposals that correspond with the approved list of NTE Scopes. The NTE Proposals will include the following deliverables: 1. NTE Sum and verification of NTE Sum pursuant to 3.04.C. 2. NTE Scope pursuant to 3.03.A. 3. NTE Schedule pursuant to 3.02.D. 4. NTE Scope Safety Plan pursuant to 3.06.B 5. Updated Schedule of Values incorporating the NTE Scope. 6. A list of assumptions and clarifications made by the Design- Builder in preparation of the NTE Proposal. D. GMP Proposal: At the conclusion of Phase 1, Design Builder shall provide a GMP Proposal that includes the following Deliverables. 1. GMP Pricing and Verification of GMP pursuant to Section 3.04.D. 2. Final Basis of Design Documents pursuant to Section 3.03.B. 3. Project Schedule pursuant to Section 3.02.E. 4. Schedule of Values and Cost Model pursuant to Section 3.04.B. 5. A list of the assumptions and clarifications made by the Design- Builder in preparation of the GMP Proposal. 6. Project Safety and Job Site Hazard Analysis pursuant to Section 3.06.C. 7. Permitting Strategy Plan pursuant to Section 3.07. 8. QA/QC Plans pursuant to 3.8. 9. Contract Close-Out Plan pursuant to Section 3.9. 10. Differing Site Conditions Report pursuant to Section 3.10. Page 17 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work 11. Inclusion Plan for Disadvantaged Businesses and Small Businesses pursuant to 3.11. 3.02 SCHEDULES A. Phase 1 Schedule. By the date set forth in Section 3.01A herein, Design Builder shall provide a Phase 1 Schedule. 1. Phase 1 Schedule shall show the activities of the Owner and Design Builder necessary to meet Phase 1 requirements. 2. Phase 1 Schedule shall be updated periodically with the level of detail for each schedule update reflecting the information then available. 3. If an update to Phase 1 Schedule indicates that a previously approved milestone will not be met, Design Builder shall submit a corrective action plan and recovery schedule to the Owner pursuant to the Contract Documents. B. Preliminary Project Schedule. By the date set forth in Section 3.01.B, Design Builder shall submit a Preliminary Project Schedule that reflects Design Builder's sequence of design, procurement and construction activities including the interrelationships of the Demolition and Construction Packages. 1. The Preliminary Schedule shall show the activities of the Owner and Design Builder necessary to meet the Project completion requirements, including but not limited to the schedule for submission of the NTE Proposals and the Project Phasing. 2. The Preliminary Schedule shall be updated periodically monthly with the level of detail for each schedule update reflecting the information then available. 3. If an update to the Preliminary Schedule indicates that a previously approved milestone will not be met, Design Builder shall submit a corrective action plan and recovery schedule to the Owner pursuant to the Contract Documents. C. Design Builder shall meet with the Owner to review the Preliminary Schedule and updates. In the event that the Owner has any comments relative to the Preliminary Schedule or Schedule Updates or finds any inconsistencies or inaccuracies in the information presented, it shall give prompt written notice of such comments or findings to Design Builder, who shall make appropriate adjustments to the Preliminary Schedule, its basis, or both. The parties will work collaboratively to make adjustments in the Final Basis of Design Document, the Project Schedule, or GMP to fit within the Owner's objectives. D. With each NTE Proposal, Design-Builder shall provide an NTE Schedule that will show the completion date for each NTE Scope. Page 18 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work E. With the GMP Proposal, Design Builder shall provide a Project Schedule that will incorporate the Preliminary Schedule and the NTE Schedules that were developed collaboratively during Phase 1 along with any updates to the schedule. F. All schedules must be in the format of a Critical Path Method (CPM) Resource loaded schedule as set forth below. G. Critical Path Method (CPM) Resource loaded schedule 1. The CPM Schedule will contain the following a. All tasks required to complete the scope of work for the project. b. Durations for all tasks in the project schedule. c. Logical ties and sequence of work for every task in the schedule. d. Resources for project hours and major material quantities for site construction. 2. Project Schedule shall be detailed and organized according to pre-defined Design-Builder's WBS that is developed in the Scope Management Plan. The project schedule will include all activities and relationships identified in the Design-Builder's Scope of Work Narrative. Each major area of work within Design-Builder's scope shall be represented by activities in the schedule. 3. Design-Builder shall prepare a detailed resource loaded CPM Project Schedule in accordance with this specification. The schedule shall be submitted to the Owner for their review. The detailed schedule shall reflect, at a minimum, engineering, procurement, construction, fabrication, and delivery activities for each piece of procured equipment, key drawing release dates by discipline, and logic and interrelationships between activities so that a logical progression of the work is depicted. Project Milestones shall also be included in schedule. 4. Design-Builder and subcontractors shall meet with the Owner to review and approve the detailed CPM baseline Project Schedule. 5. Once the detailed project schedule has been approved by the Owner, Design-Builder will establish a baseline schedule. Thereafter Design-Builder shall advise the Owner of any proposed Critical Path Schedule changes and promptly provide the Owner with any revisions thereto and recovery plans as required to meet the contractual dates. 6. Schedule Validity and Content a. Prepare schedules in a format acceptable to the Owner. Page 19 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-1363795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work b. Contain Work Breakdown Structure coding matching deliverables and work packages. c. Schedule will reflect all deliverables and tasks mention in the Scope of Work narrative. d. Schedules shall be coded for grouping by engineering, procurement, construction, and commissioning e. Project schedule activities that Design-Builder is responsible for performing shall be resource loaded with engineering and procurement activities. Construction activities shall be resourced loaded 60 days prior to site mobilization. f. Resource loading for project hours and major material quantities for site construction. g. Engineering, procurement and construction activities shall be included, such that Project staffing requirements can be determined or verified with schedule. The original resource-loaded construction schedule shall form basis for progress reporting, and payment. h. Critical path for Design-Builder's schedule activities. 3.03 DESIGN DOCUMENTS A. Preliminary Design Submissions and NTE Scopes. As Design Builder develops the Final Basis of Design Documents, Design Builder shall collaborate with the Owner to submit and review the Preliminary Design Submissions and NTE Scopes that will be incorporated into the Final Basis of Design Documents. The Preliminary Design Submissions and NTE Scopes will be submitted pursuant to the Schedule provided by the Design- Builder and approved by the Owner. 1. Design-Builder will provide a list of NTE Scopes to Owner for review and approval. The list of NTE Scopes will include a detailed description of the Work to be included in the NTE Scope. 2. Design Builder shall coordinate with the Owner to determine the schedule for submission of preliminary NTE Scope Submissions Packages to review collaboratively with the Owner. Design Builder shall schedule the review of the NTE Scope Submissions Packages such that the review of each package submitted is of reasonable scope for prompt and thorough review by the Owner. 3. The parties will work collaboratively to make adjustments in the NTE Scope Submissions and in the proposed Final Basis of Design Documents to fit within the Owner's Project Goals. B. The Owner and Design Builder shall work collaboratively to develop the NTE Scopes provided as part of the NTE Proposals and the Final Basis of Page 110 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work Design Documents provided as part of the GMP Proposal. The NTE Scopes shall include the documents determined by the Parties as appropriate for that NTE Scope. The Final Basis of Design Documents submitted with the GMP Proposal shall include at a minimum the following documents and set forth the assumptions and clarifications on which the GMP and Project Schedule are based. 1. Project Manual, which shall set forth both the general objectives for the Owner, as well as specific uses for each of the project elements set forth in the Initial Basis of Design Documents. 2. The parties will agree to any Milestone Deliverables and the Design-Builder will submit them pursuant to Section and update as required. 3. The Milestone Deliverables shall include major building elements and components. Currently, the Owner anticipates the following Milestone Deliverable sets, but not be limited to the following. a. Radiused Wall b. Radiused Cloud c. Attic Insulation and ventilation d. Composition Roof Replacement e. Door Replacement and Framing f. Drywall Repairs g. Exterior Elevations 4. Design-Builder must have written approval from the Owner to proceed with the project after submission of each of the Milestone Design Deliverables set forth above. 5. Design Builder shall schedule the review of the NTE Scope and Design Submission Packages such that the review of each package submitted is of reasonable scope for prompt and thorough review by the Owner. 6. Design Builder shall highlight any material differences and developments between the Initial Basis of Design Documents, any Design Submissions, the NTE Scopes and the Final Basis of Design Documents as the Final Basis of Design Documents are being developed. 7. In the event that the Owner has any comments relative to the Design Submissions or finds any inconsistencies from the Initial Basis of Design Documents or discovers inaccuracies in the Design Submissions, the Owner shall give prompt written notice of such comments or findings to Design Builder, who shall make Page 111 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work appropriate adjustments to the proposed Final Basis of Design Documents. 8. The parties will work collaboratively to make adjustments in the Design Submissions, the NTE Scopes, and in the proposed Final Basis of Design Documents to fit within the Owner's Project Goals as well as the GMP. 9. Performance Specifications, which shall set forth the specific requirements for the project and identification of each major system. The parties will agree on the appropriate Performance Specifications, and Design-Builder will submit a list of the Performance Specifications to be developed pursuant to Section 3.01.B.1. 10. Sustainability Requirements and Plan. Design Builder shall manage environmental issues and implement and document sustainability goals set forth in the GMP Amendment. the Project's Leadership in Energy and Environmental Design (LEED) requirements, including but not limited to: a) outline Subcontractor requirements for Sustainability in the subcontract bid documents; b) monitor the submittal process to ensure compliance with Sustainability goals; c) train Subcontractors in Sustainability requirements; d) review design changes during construction for Sustainability impacts and inform Owner of impacts; e)ensure installed products are compliant with the Sustainability requirements; and f) assemble and maintain records to document Sustainability goals compliance. 3.04 GMP PRICING A. Preliminary Schedule of Values 1. Preliminary Schedule of Values. Within the date set forth in Section 3.01.A, Design Builder shall submit a preliminary Schedule of Values for the Project in such a form and supported by such data to substantiate its accuracy in reflecting the breakdown for administrative and payment purposes as the Owner may require. The Preliminary Schedule of Values shall be organized by the NTE Scopes determined by the Parties. All Schedule of Values for the Project shall be further organized to conform to the Construction Specifications Institute (CSI) standard format for divisions and sections. 2. With the submission of NTE Scopes, Design Builder shall provide preliminary estimates of costs associated with the NTE Scopes in a format acceptable to the Owner that will be incorporated into the GMP. 3. The preliminary estimates for the NTE Scopes shall be provided on a bi-weekly basis and shall be updated with new information as Design Builder develops and finalizes the GMP. Page 112 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work B. Schedule of Values and Cost Model 1. Schedule of Values. On the schedule established in Section 3.01.E and with the GMP Proposal, Design Builder shall provide an updated Schedule of Values for the Work with actual start and/or finish dates and percentages complete. Updates shall compare the planned progress from baseline schedule with actual progress from the current schedule. The Schedule of Values shall be in conformance with the requirements below and in such a form and supported by such data to substantiate its accuracy in reflecting the breakdown for administrative and payment purposes as the Owner may reasonably require. The Schedule of Values shall be further organized to conform to the Construction Specifications Institute (CSI) standard format for divisions and sections. 2. The sum of all values listed in schedule shall equal the project budget and, when established, the NTE Sums and the GMP. 3. Each item shall include directly proportional amount of the Design- Builder's Fee Percentage or Lump Sum Fee, as applicable. 4. Schedule of Values Form and Content a. Schedule of Values will be in a form acceptable to the Owner. b. Title of Project and location. c. Project number. d. Name and Address of Design-Builder. e. Date of submission. f. Schedule of Values columns will contain at a minimum the following information (1) Line Item # - Corresponding back to the WBS and CPM Schedule (2) Line Item Description (3) Budgetary Cost (4) Current Period % Complete (5) Current Period Cost (6) JTD % Complete (7) JTD Cost (8) Variance Column Representing Budgetary Cost Minus JTD Cost Page 113 © 2021 Thaxton Parkinson plic DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work 5. Cost Model. Within the time frame set forth in Section 3.01.A.3, Design Builder shall provide a Cost Model, for the Owner's review and acceptance. a. The Cost Model shall, at a minimum, provide the following information: (1) List for all Design and Construction Packages, organized by CSI; (2) Estimated base bid amounts for all Construction Packages; (3) Construction Package Allowances. b. Design Builder shall utilize a project controls management system (PCMS) that will be reviewed for acceptance to the Owner. c. Estimates and forecasts within the Cost Model will need to have the capability to be broken down and reported on in many different formats. These formats may include organizing the estimate by different projects, project funding types, Owner cost element codes, contracts, vendors, Construction Package Sets, Construction Packages, etc. Design-Builder shall collaborate with the Owner to determine the appropriate Work Breakdown Structure that will be used for the development of the Cost Model and all Project cost estimates. d. In developing its Construction Package Plan, Design- Builder shall coordinate with the Owner to determine a packaging strategy deemed advantageous to all parties. The agreed-upon packaging strategy will be incorporated into the Cost Model and Project schedule. e. On the schedule set forth in Section 3.01.B.2 and with the GMP Proposal, Design-Builder shall update estimates and forecasts as data becomes available to reflect real time information. The Owner will rely on this real-time information for accuracy of overall Owner cost forecasts across all Owner projects. 6. Work Breakdown Structure (WBS) a. The Work Breakdown Structure (WBS) is a task-oriented division of work necessary to engineer, procure, and construct the Project. It categorizes successively smaller tasks, in order to achieve scope, schedule, and budget control at the most practical level. b. Design-Builder will develop a WBS structure at the completion of Phase 1. Design-Builder will work with the Owner to Page 114 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work develop a mutual compatible WBS system to satisfy the intent of the project. The WBS structure will represent the Design-Builder's entire scope for the project, broken down into manageable deliverables or work packages. 7. Scope of Work Narrative a. Design-Builder will develop, from the Work Breakdown Structure, a Scope of Work Narrative for the project before Phase 2 is approved. This document will provide a description of the work to be done for each WBS work package. This document will identify the Design-Builder's general understanding of the project, as well as, provide a description of the work that will be done, and deliverables that will be produced for work packages in the WBS. A narrative for each work package will include, but is not limited to the following: b. Narrative of work to be performed c. List of major deliverables C. NTE Sums. 1. With each NTE Proposal, Design-Builder shall prepare and submit the NTE Sum to the Owner, in a format acceptable to the Owner, reflecting the Design-Builder's total cost for the NTE Scope on an open book basis. The NTE Sum in the NTE Proposal shall include: a. Either Design Builder's Fee Percentage or Lump Sum Fee as defined in Section 6.2.3 of the Agreement, as applicable. b. The Cost of the Work as defined in Section 6.3 of the Agreement c. The Lump Sum General Conditions Costs as defined in Section 6.4.5 of the Agreement. d. If applicable, any Allowance established by the Parties pursuant to Section 6.4.1 of the Agreement e. Design Builder's Contingencies established pursuant to Section 6.4.4 of the Agreement. D. GMP. 1. With the GMP Proposal, Design Builder shall prepare and submit the GMP Pricing to the Owner, in a format acceptable to the Owner, reflecting Design Builder's total cost for the Project on an open book basis. The GMP in the GMP Proposal shall include: a. Design Builder's Lump Sum Fee as defined in Section 6.2.3 of the Agreement. Page 115 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work b. The Cost of the Work as defined in Section 6.3 of the Agreement c. The Lump Sum General Conditions Costs as defined in Section 6.4.5 of the Agreement. d. If applicable, any Allowance established by the Parties pursuant to Section 6.4.1 of the Agreement e. Design Builder's Contingencies established pursuant to Section 6.4.4 of the Agreement. 2. In support of the proposed GMP, Design Builder shall provide: a. A list of NTE Amendments that were accepted by Owner b. A list of Not to Exceed Amounts that have not yet been converted to NTE Amendments c. A list of Lump Sums and the information required in Section 6.4.3 of the Agreement d. A list of the assumptions and clarifications made by Design Builder in the preparation of the GMP to supplement the information contained in the Final Basis of Design Documents. e. All material changes from the Initial Basis of Design Documents and Design Builder's Proposal and the costs associated with such changes. E. Design Builder shall meet with the Owner to review the NTE Proposals and the GMP Proposal. In the event that the Owner has any comments relative to the NTE Proposal and the GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, it shall give prompt written notice of such comments or findings to Design Builder, who shall make appropriate adjustments to the NTE applicable Proposal and/or GMP Proposal, its basis, or both. The parties will work collaboratively to make adjustments in the NTE Scopes, Final Basis of Design Documents, NTE Schedule, Project Schedule, NTE Sum or GMP to meet the Owner's objectives. 3.05 SUBCONTRACTOR PROCUREMENT PROCEDURE A. By the date set forth in Section 3.01.A herein, Design Builder shall submit for approval the Subcontractor Procurement Procedure as required in Section 2.8 of the General Conditions. 3.06 PROJECT SAFETY AND JOB SITE HAZARD ANALYSIS A. By the date set forth in Section 3.01A herein, Design Builder shall submit a Project Safety and Job Site Hazard Analysis for the activities associated with Phase 1. Page 116 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID. FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work B. With each NTE Proposal, Design-Builder shall submit a Safety Plan and Job Site Hazard Analysis applicable to the NTE Scope. C. With GMP Proposal, Design Builder shall submit a Project Safety Plan with Job Site Hazard Analyses addressing all phases of the project after Phase 1. D. The Project Safety Plan and Job Site Hazard Analysis shall specifically address the safety issues regarding construction in an occupied building. E. No field investigation or construction activities will be authorized without acceptance of safety plans as required for the Work. 3.07 PERMITTING STRATEGY PLAN: A. With the GMP Proposal, Design Builder shall provide a Permitting Strategy Plan detailing the process for obtaining the building and site development permits for various phases of the project. B. During Phase 1, Design Builder must meet with the applicable building officials and develop processes and time lines for plan check approvals. C. Design Builder shall coordinate with all authorities with jurisdiction over the Project for the approval of environmental mitigation measures. 3.08 QA/QC PLANS A. Prepare a Quality Management Plan (QMP) in accordance with the Contract requirements and submit it with the GMP Proposal. B. Design Quality Management Plan. 1. Design Quality Management Plan (DQMP): shall be developed in accordance with the requirements outlined in the Contract. 2. Design Quality Audits: Design Quality Assurance Manager shall audit all design packages for compliance with the requirements outlined in the DQMP. 3. Independent Technical Reviews: The Design Quality Assurance Manager will appoint appropriate technical staff to conduct Independent Technical Reviews of each design package. These reviews will occur concurrently with the Inter- Disciplinary Reviews and Constructability Reviews. C. Construction Quality Management Plan. 1. Construction Quality Management Plan (CQMP): shall be developed in accordance with the requirements outlined in the Contract. Page 117 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work 3.09 CONTRACT CLOSEOUT PLAN A. With the GMP Proposal, Design Builder shall provide a Project Closeout Plan that integrates all aspects of project closeout proactively over the life of the project. The Closeout Plan will be a living document that will grow and expand as the design and construction progress. The Project Closeout Plan should include, but not be limited to mechanisms and procedures for: 1. Closeout provisions included in subcontract procurement documents 2. Phased completions and early subcontract closeouts 3. Commissioning 4. Warranties 5. Training 6. O&M Documentation 7. Record Documents 8. Cost Reconciliations 9. Permit and Regulatory Requirements 3.10 DIFFERING SITE CONDITIONS REPORT A. With the GMP Proposal, Design Builder shall provide a report of all Differing Site Conditions as defined in Section 4.2 of the General Conditions of the Contract that are discovered during Phase 1. B. The Differing Site Conditions Report shall include the following information for each of the identified Differing Site Conditions identified in the Report. 1. The location of the Differing Site Condition; 2. A description of the Differing Site Condition that explains why it qualifies as a Differing Site Condition pursuant to Section 4.2 of the General Conditions; 3. The date the Differing Site Condition was discovered; 4. The impact of the Differing Site Condition on the Initial Basis of Design Documents, the Final Basis of Design Documents, and/or any Commercial Term, as applicable. 3.11 INCLUSION PLAN FOR DISADVANTAGED BUSINESSES AND SMALL BUSINESSES A. Disadvantaged Businesses means any business entity certified with the office of minority and women's business enterprises under RCW Chapter 39.19. B. Small Business means a small business as defined in RCW 39.26.010. Page 118 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work C. With the GMP Proposal, Design Builder shall analyze the capabilities of Disadvantaged Businesses and Small Businesses and the projected manpower availability to determine and report on the percentage of the Work that such firms could reasonably be expected to perform during the Design, Preconstruction and Construction Phases of the Project. D. Based on this analysis, Design Builder shall prepare an Inclusion Plan, subject to the review and approval of the Owner. E. As a minimum, the Inclusion Plan shall include: 1. A complete definition of the efforts to be taken on the part of Design Builder to tailor design, preconstruction services and Construction Packages so as to be capable of being performed by small, local and/or regional consultants, designers, and/or subcontractors. 2. A description of the formal outreach process to be used to communicate the requirements of the Work with the small, local and/or regional consultants, designers and/or subcontractors. 3. The approach to procure consultants and subcontractors (e.g., open bid, prequalification, best-value, etc.) to maximize participation by Disadvantaged and Small Businesses. Page 119 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work Phase 2 Scope of Services PART 4 PHASE 2 Unless the parties agree otherwise in writing, this Section sets forth the Scope of Work, the Deliverables, and the execution activities for Phase 2. 4.01 PHASE 2 SCOPE A. Design Builder shall complete the design and construction services as set forth in the GMP Amendment. B. Design Builder shall provide the deliverables set forth in this Attachment during the course of Phase 2. Deliverables shall be provided in a format acceptable to the Owner and consistent with the requirements for Phase 1. 4.02 COMPLETION OF DESIGN A. Design Builder shall provide for an orderly and timely approval process by the Owner and third parties, document review comments from the Owner and third parties, and take appropriate action. B. The Owner will review and comment on the Construction Documents and other Design Submissions in a timely fashion. C. Design Builder shall submit a written response to the Owner's design review comments, describing the action taken for each comment. Design Builder shall, in a timely fashion, bring to the attention of the Owner areas where new technologies, such as BIM or Design-Build processes, may require modifications to these requirements. D. By submitting Design Submissions, including but not limited to the Construction Documents, Design Builder represents to the Owner that the Construction Documents may be constructed for the then current Commercial Terms and in accordance with the Initial Basis of Design Documents and the Final Basis of Design Documents. Notwithstanding the above, Design Builder may propose Designs, Plans or other Submissions that may alter a Commercial Term or the Initial Basis of Design Documents; however, with any such Design Submissions, Design Builder must provide notice pursuant to Article 10 of the General Conditions. The Construction Documents must be consistent with the Final Basis of Design Documents, approved Design Submissions and the Design Log, unless the Owner has consented to modify its Requirements in writing through a Change Order, Field Directive, or other written means allowed by the Contract Documents. 4.03 SCHEDULE OF VALUES AND COST MODEL A. The forecasting and development of accurate project cost estimates throughout each phase of the Project is vital to the Owner's financial management strategy. The Owner relies on the Design Builder to provide Page 120 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF City of Spokane Valley City Hall Remediation Project Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work and validate current and detailed cost estimates and forecasts that will be incorporated into the overall cost controls for the Owner. B. Unless modified by the parties in writing, on the schedule set forth in Section 3.01.B, Design Builder will continue to update estimates and forecasts in the format required above and provide data to the Owner to reflect real time information. Design Builder will provide all pricing, estimates and other data used to develop the Commercial Terms on an open and transparent basis. C. The Schedule of Values and Cost Model must be consistent with the GMP Amendment and the format required above, unless the parties have agreed on a Change to the terms set forth in the GMP Amendment pursuant to Article 10 of the General Conditions. 4.04 PROJECT SCHEDULE A. The forecasting and development of the project schedule, including but not limited to the project phasing and Schedule of Values, is a vital element of the Design Builder's ability to deliver this Project in a timely fashion. The Owner will rely on the Design Builder's scheduling information to coordinate with its Stakeholders, schedule activities in and around the Project, and manage its campus. B. Design Builder shall provide the Owner with updates to the project schedule on the schedule set forth in Section 3.01.B and in the format required above for a scheduled completion within the GMP established in the GMP Amendment. 4.05 CONSTRUCTION SERVICES A. Design-Builder shall provide Construction Services and complete the construction of the Project pursuant to the Contract Documents. 4.06 COMMISSIONING, TESTING AND CLOSEOUT A. Design Builder shall provide commissioning, testing, and closeout of the Project pursuant to the Contract Documents. PART 5 PHASE 2 DELIVERABLES 5.01 DELIVERABLES A. Design Builder shall provide the following Milestone Design Deliverable pursuant to the Project Schedule: 1. 100% NTE Construction Documents for review and approval by the Owner. 2. Design Builder shall not proceed with the project after submission of the 100% NTE Construction Documents until it receives the Owner's written approval. B. Design Builder shall provide such other deliverables as set forth in the Contract Documents to successfully complete the Project. Page 121 © 2021 Thaxton Parkinson pllc DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF EXHIBIT D PHASE 1 LEVEL OF EFFORT CITY OF SPOKANE VALLEY CITY HALL REMEDIATION The Design-Builder will provide drafts of the following documents within thirty(30) days from the effective date of the contract, and the parties will collaboratively finalize the documents after submission by the Design-Builder. Once finalized,the documents will become part of the Contract Documents. 1. Final Phase 1 Scope of Work and Level of Effort, including the Phase 1 Schedule and the proposed date for completion of Phase 1; 2. A proposed Phase 1 Not to Exceed Amount; 3. A proposed cost for the Design-Builder to provide Builder's Risk insurance; 4. Target milestones for Phase 2 of the Project that complies with the Owner's preliminary schedule as noted below: a. The Substantial Completion Date for the Project. The Owner's preliminary schedule sets this date as December 31, 2023. b. The date for enclosure of the new radius wall so that the space can be used as the City Council Chambers. The Owner's preliminary schedule sets this date as October 2023. DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF EXHIBIT E HOURLY RATES, UNIT PRICES, AND ALLOWANCE ITEMS CITY OF SPOKANE VALLEY CITY HALL REMEDIATION Name Position Hourly Rate Hourly Rate Preconstruction Construction Clancy Welsh Principal In Charge $225 $225 Rob Decker Project Executive $175 $175 Scott Battaglia Project Manager $125 $125 Dave Harris Superintendent $115 $115 Kirsten Dailey Project Engineer $90 $90 Tom Morrow Estimating $120 $120 Patrick True Safety Officer $100 $100 Marc Dahmen QC Manager $100 $100 Autumn Rice Project Administrator $75 $75 Administrative Support Staff $50 $50 Assistant DocuSign Envelope ID: FD04F25A-860E-4375-AF00-B63795B79BEF EXHIBIT F FORM OF GMP AMENDMENT CITY OF SPOKANE VALLEY CITY HALL REMEDIATION PROJECT Unless the parties agree in writing otherwise, the GMP Amendment shall be in a substantially similar form as follow: 1. Pursuant to Section 6.6.1 of the Agreement, this GMP Amendment incorporates the following terms into the Agreement. To the extent any terms set forth in this GMP Amendment conflict with the Agreement, the terms in this GMP Amendment shall govern. 2. The Design-Builder has submitted to Owner the GMP Proposal pursuant to Section 6.6.1.6 of the Agreement. 3. The Owner has reviewed the GMP Proposal, the parties have reconciled the Owner's Comments pursuant to Section 6.6.1.6 of the Agreement, and the Owner has accepted the GMP Proposal as reconciled. The conformed, reconciled GMP Proposal is attached to this GMP Amendment at Exhibit A and is incorporated as if fully set forth herein. 4. The Owner has decided to exercise its option to enter into Phase 2 of the Agreement pursuant to Section 6.6.1.6.0 of the Agreement. 5. Consistent with the GMP Proposal, the parties hereby establish the following Commercial Terms: Guaranteed Maximum Price $ Cost of the Work $ Design-Builder's Lump Sum Fee $ Lump Sum General Conditions Costs $ Cost of the Work Contingency (Section 6.4.4.1.a) $ Design-Builder's Contingency (Section 6.4.4.1.b) $ Substantial Completion Date Final Completion Date 6. Other Commercial Terms are set forth pursuant to the following Exhibits: a. Allowances as set forth in Section 6.4.1 of the Agreement are set forth and described in Exhibit B to the GMP Amendment. b. Not to Exceed Sums as set forth in Section 6.4.2 of the Agreement are set forth and described in Exhibit C to the GMP Amendment. c. Lump Sums as set forth in Section 6.4.3 of the Agreement (with the exception of the Design-Builder's Lump Sum Fee set forth above) are set forth and described in Exhibit D to the GMP Amendment. d. Contingencies as set forth in Section 6.4.4 of the Agreement are set forth above and described in Exhibit E to the GMP Amendment. e. Design-Builder's Lump Sum General Conditions Costs as set forth in Section 6.4.5 of the Agreement are set forth above and described in Exhibit F to the GMP Amendment. f. Unit Prices and Hourly Rates as set forth in Section 6.5.6 of the Agreement are described in Exhibit G to the GMP Amendment. DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF g. Liquidated Damages as provided in Section 5.4 —5.6 of the Agreement are $1,000.00 per calendar day. 7. Pursuant to Section 10.2 of the Agreement, Design-Builder shall provide a Payment and Performance Bond pursuant to RCW Chapter 39.08 equal to one hundred percent (100%) of the amount of the Guaranteed Maximum Price set forth above. In executing this Amendment, Owner and Design-Builder each individually represents that it has the necessary financial resources to fulfill its obligations under this Amendment, and each has the necessary corporate approvals to execute this Amendment, and perform the services described herein. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the date set forth below. CITY OF SPOKANE VALLEY DESIGN-BUILDER By Name of Design-Builder Its City Manager By Its Date: Date: DESIGN-BUILDER'S ADDRESS AND PHONE: DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF EXHIBIT G CHANGE ORDER FORMS CITY OF SPOKANE VALLEY Phase 1 Contract Change Order City of Spokane Valley Design-Builder Project Name: City Hall Remediation Change Order#: COR# Description of Change Change in Change in Contract Time Phase 1 NTE Original Not to Exceed Amount $ Net change by previous authorized Change Orders $ Total net[check one] ❑ Increase / ❑ Decrease in the NTE by this Change $ Order New total Phase 1 NTE including this Change Order $ The new Contract Time including this Change Order is: New Phase 1 Completion Date New Interim Milestone Dates: The changes in the Phase 1 Not to Exceed Amount and Contract Time identified in this Change Order include all costs and time extensions associated with performing the changes set forth herein. City of Spokane Valley Design-Builder By: By: Signature Signature Printed Name Printed Name Title: Title: Date: Date: DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF EXHIBIT G CHANGE ORDER FORMS CITY OF SPOKANE VALLEY Phase 2 Contract Change Order City of Spokane Valley Design-Builder Project Name: City Hall Remediation Change Order#: COR# Description of Change Change in Change in Contract Time GMP Original Guaranteed Maximum Price $ Net change by previous authorized Change Orders $ Total net[check one] ❑ Increase/ ❑ Decrease in the GMP by this Change $ Order New Guaranteed Maximum Price including this Change Order $ The new Contract Time including this Change Order is: New Scheduled Substantial Completion Date New Scheduled Interim Milestone Dates: New Final Completion Date The changes in the GMP and Contract Time identified in this Change Order include all costs and time extensions associated with performing the changes set forth herein. City of Spokane Valley Design-Builder By: By: Signature Signature Printed Name Printed Name Title: Title: Date: Date: DocuSign Envelope ID: FD04F25A-860E-4375-AF00-B63795B79BEF EXHIBIT H FORM OF NTE AMENDMENT CITY OF SPOKANE VALLEY CITY HALL REMEDIATION PROJECT Unless the parties agree in writing otherwise, each NTE Amendment shall be in a substantially similar form as follow: NTE Scope Package Title: NTE Number: 1. Pursuant to Section 6.6.1.5 of the Agreement, this NTE Amendment incorporates the following terms into the Agreement. To the extent any terms set forth in this NTE Amendment conflict with the Agreement, the terms in this NTE Amendment shall govern. 2. The Design-Builder has submitted to Owner this NTE Proposal pursuant to Section 6.6.1.5 of the Agreement. 3. The Owner has reviewed the NTE Proposal for the NTE Scope Package set forth above, the parties have reconciled the Owner's Comments pursuant to Section 6.6.1.5 of the Agreement, and the Owner has accepted the NTE Proposal as reconciled. The conformed, reconciled NTE Proposal is attached to this NTE Amendment at Exhibit A and is incorporated as if fully set forth herein. 4. Consistent with the GMP Proposal, the parties hereby establish the following Commercial Terms: NTE Sum $ Cost of the Work $ Design-Builder's Lump Sum Fee/Fee Percentage $ Lump Sum General Conditions Costs (if $ applicable) Cost of the Work Contingency (Section 6.4.4.1.a) $ Design-Builder's Contingency (Section 6.4.4.1.b) $ NTE Completion Date 6. Other Commercial Terms are set forth pursuant to the following Exhibits: a. Allowances as set forth in Section 6.4.1 of the Agreement are set forth and described in Exhibit B to the NTE Amendment. b. Lump Sums as set forth in Section 6.4.3 of the Agreement (with the exception of the Design-Builder's Lump Sum Fee set forth above) are set forth and described in Exhibit C to the NTE Amendment. d. Contingencies as set forth in Section 6.4.4 of the Agreement are set forth above and described in Exhibit D to the NTE Amendment. e. Design-Builder's Lump Sum General Conditions Costs (if applicable as set forth in Section 6.4.5 of the Agreement are set forth above and described in Exhibit E to the NTE Amendment. f. Unit Prices and Hourly Rates as set forth in Section 6.5.6 of the Agreement are described in Exhibit F to the NTE Amendment. 9. DocuSign Envelope ID: FDO4F25A-860E-4375-AF00-B63795B79BEF 7. Pursuant to Section 10.2 of the Agreement, Design-Builder shall increase its Payment and Performance Bonds pursuant to RCW Chapter 39.08 equal to one hundred percent (100%) of the amount of the NTE Sum set forth above. In executing this Amendment, Owner and Design-Builder each individually represents that it has the necessary financial resources to fulfill its obligations under this Amendment, and each has the necessary corporate approvals to execute this Amendment, and perform the services described herein. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the date set forth below. CITY OF SPOKANE VALLEY DESIGN-BUILDER By Name of Design-Builder Its City Manager By Its Date: Date: DESIGN-BUILDER'S ADDRESS AND PHONE: �..s GARCCON-03 SSIMPSONI ACORO DATE(MM/DD/YYYY) �� CERTIFICATE OF LIABILITY INSURANCE 1/30/2023 ' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS i CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to th a certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Stacia Simpson NAME: Hub International Northwest LLC ' PHONE FAX PO Box 3144 wc,No, ):(509)319-2912 (A/c,No): Spokane,WA 99220 ie .Stacie.Simpson©hubinternational.com INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:Liberty Mutual Fire Insurance Company 23035 INSURED INSURER B:Liberty insurance Corporation 42404 Garco Construction, Inc. INSURER C:Indian Harbor Insurance Company 4'36940 P.O.Box 2946 INSURER D: Spokane,WA 99220 I INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTRINSD MD POLICY (MM/DD/YYYYj A X COMMERCIAL GENERAL LIABILITY 2,000,000 EACH TB2Z91469954022 1 12/31/2022 12/31/2023 DAMA OCCURRENCE $ CLAIMS-MADE X OCCUR I X I X EMISF$S((ERENa occurrenC@jED 100,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: ' GENERAL AGGREGATE___$ 4,000,000 POLICY X JERCOT LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 2,000,000 (Ea accident) $ X ANY AUTO I X X AS7Z91469954012 12/31/2022 12/31/2023 BODILY INJURY(Perperaon) $ OWNED SCHEDULED AUTOS ONLY !AUTOS BODILY INJURY(Per accident)$__- X AURTOS ONLY XI AUTOS ONL YY (PeOPE TY DAMAGE $ $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE X X TH7Z91469954032 12/31/2022 12/31/2023 AGGREGATE $ 10,000,000 DED I X RETENTION$ 0 $ WORKERS COMPENSATION PER OT H- AND EMPLOYERS'LIABILITY __ STA1UT _ ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE --1 E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A - - (Mandatory in NH) - E.L.DISEASE-EA EMPLOYEE $ If yes,describe under - DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A WA Stop Gap EL2Z91469954042 12/31/2022 12/31/2023 Limit 1,000,000 C Prof/Poll Liability x x CE0742089707 12/31/2022 12/31/2023 $2MM EA OCC/$4MM AGG DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) PROJECT NO.0322-2 PROJECT DESCRIPTION: CITY HALL REMEDIATION-PROGRESSIVE DESIGN BUILD-SPOKANE VALLEY CAPITAL IMPROVEMENT CITY OF SPOKANE VALLEY,WASHINGTON,THEIR OFFICERS,DIRECTORS AND EMPLOYEES ARE ADDITIONAL INSUREDS AS IT RELATES TO GENERAL& AUTO LIABILITY&WAIVER OF SUBROGATION IS GRANTED AS IT RELATES TO GENERAL AUTO LIABILITY FOR ON-GOING AND COMPLETED OPERATIONS IN ACCORDANCE WITH TERMS AND CONDITIONS OF THE POLICIES. UMBRELLA FOLLOWS FORM AS IT RELATES TO ADDITIONAL INSUREDS. THE ABOVE COVERAGE IS PRIMARY AND NONCONTRIBUTORY WHERE REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF SPOKANE VALLEY,WASHINGTON THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E SPRAGUE AVENUE SPOKANE VALLEY,WA 99206 - AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy#TH7Z91469954032 PROPRIETARY AND CONFIDENTIAL COMMERCIAL LIABILITY— UMBRELLA COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties, and what is and is not covered. Throughout this policy the words you and your refer to the Named Insured shown in the 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. 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 bold font have special meaning. If not defined in the section in which they first appear, refer to SECTION VII—DEFINITIONS. In return for the payment of premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. INSURING AGREEMENTS SECTION I —COVERAGES 1. We will pay on behalf of the insured those sums in excess of the retained limit that the insured becomes legally obligated to pay as damages because of bodily injury, property damage or personal and advertising injury to which this insurance applies. In addition, we will pay those sums in excess of the retained limit that the insured becomes legally obligated to pay as damages because of a negligent act, error or omission committed in the administration of the Named Insured's employee benefit program, to which this insurance applies. The amount we will pay for damages is limited as described in SECTION III— LIMITS OF INSURANCE. 2. With respect to bodily injury, property damage or personal and advertising injury, this insurance applies only if: a. The bodily injury or property damage occurs during the policy period, or the personal and advertising injury is caused by an offense arising out of your business but only if the offense was committed during the policy period; b. The bodily injury, property damage or personal and advertising injury is caused by an occurrence that takes place anywhere; and c. Prior to the policy period, no insured listed under Paragraph 3. of SECTION II — WHO IS AN INSURED or any employee who has been 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. 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 3. 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, such bodily injury or property damage to us or any other insurer; b. Receives a written or oral demand or claim for damages because of such 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. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 1 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. PROPRIETARY AND CONFIDENTIAL If such a listed insured or authorized employee knew, prior to the policy period, that the bodily injury, or property damage had 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 3. 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. If we are prevented by law or statute from directly paying damages covered by this policy on behalf of the insured, then we will, where permitted, indemnify the Named Insured for those sums paid in excess of the retained limit. As used in Paragraphs 2.c., 3. and 4. above, an insured listed under Paragraph 3. of SECTION II —WHO IS AN INSURED does not include a stockholder who is not otherwise an insured. SECTION II—WHO IS AN INSURED 1. The first named insured is an insured. 2. Any organization that is a subsidiary of the first named insured and over which you maintain ownership or majority interest as of the effective date of this policy, provided such organization was made known to us by the effective date of this policy and is included as an insured in underlying insurance. Coverage under this policy will be no broader than that provided by underlying insurance. 3. 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 are an insured. Your members, your partners, 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. 4. 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 either 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), to a co-employee in the course of his or her 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; LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 2 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. PROPRIETARY AND CONFIDENTIAL (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 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 under this policy will be no broader than that provided by underlying insurance. Insurance 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 sole remedy for such injury is provided under a workers'compensation law or any similar law. (2) Property damage to property: (a) Owned, occupied, 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 (other than your employee) or any organization while acting as your real estate manager. c. 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. d. 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. e. Any person or organization included as an additional insured in underlying insurance. Coverage under this policy will be no broader than that provided by underlying insurance. However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, this insurance will be no broader than that which you are required by the contract or agreement to provide for such additional insured. The Limits of Insurance applicable to the additional insured are included within, and are not in addition to, the Limits of Insurance shown in the Declarations. f. Any person while using with your permission a covered auto and any person or organization legally responsible for its use, but only if that person is an insured with respect to liability arising out of the ownership, maintenance, use or entrustment to others of covered autos. 5. 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 an insured under this policy if there is no other similar insurance available to that organization and that organization qualifies as an insured in underlying insurance. However: LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 3 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. PROPRIETARY AND CONFIDENTIAL a. Coverage under this provision is afforded only until the 180t day after 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; and b. Coverage does not apply to any liability that occurred or offense committed before you acquired or formed the organization. Except as provided in Paragraph 5. above, 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 shown as a Named Insured in the Declarations. SECTION III —LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: 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 the sum of all damages covered under this policy, except: a. Damage included in the products-completed operations hazard; and b. Damage covered by underlying insurance to which no aggregate limit applies. The General Aggregate Limit applies separately and in the same manner as the aggregate limits in the underlying insurance. 3. The Products-Completed Operations Aggregate Limit is the most we will pay for the sum of all damages because of bodily injury and property damage included in the products-completed operations hazard. 4. Subject to Paragraphs 2. and 3. above, if either applies, the Each Occurrence Limit is the most we will pay for the sum of all damages covered under this policy arising out of any one occurrence. 5. If the applicable limits of insurance of underlying insurance or other insurance providing coverage to the insured are reduced or exhausted by payments of damages, subject to the terms and conditions of this policy, we will: a. In the event of reduction, pay in excess of the reduced applicable limits of underlying insurance or 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 any underlying insurance has a limit of insurance greater than the amount shown in the Schedule of Underlying Insurance this policy will apply in excess of the greater amount. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 4 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. PROPRIETARY AND CONFIDENTIAL 14. Terms Conformed to Statute The terms of this policy which are in conflict with the statutes, laws, ordinances or regulations of the state or jurisdiction where this policy is issued are amended to conform to such statutes,laws, ordinances or regulations. 15. Trade or Economic Sanctions This insurance applies except to the extent coverage is in violation of any trade or economic sanction, embargo or similar regulation imposed by the United States of America. 16. Transfer of Rights of Recovery Against Others to Us a. 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 will do all that is necessary to secure such rights and must help us enforce them. The insured will do nothing after loss to prejudice such rights. We have the right to recover our payments from anyone liable for injury or damage covered by this policy. We waive any right of recovery we may have against a person or organization, if you waive any right of recovery against such a person or organization in a written contract, but only if such contract was executed prior to injury or damage. b. Any recoveries shall be applied as follows: (1) Any person or organization, including the insured, that has paid an amount in excess of the applicable Limits of Insurance of this policy will be reimbursed first; (2) We then will be reimbursed up to the amount we have paid; and (3) Lastly, any person or organization, including the insured,that has paid an amount over which this policy is excess is entitled to claim the remainder. Expenses incurred by us in the exercise of the rights of recovery shall be apportioned among the persons or organizations, 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. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. However, in such event, notice of cancellation of this policy sent to the first named insured and mailed to the last mailing address known to us will be sufficient notice to effect cancellation of this policy. 18. Unintentional Failure to Disclose There will be no coverage under this policy for hazards you fail to disclose at the inception of the policy period, except that unintentional failure of the Named Insured to disclose all hazards existing at the inception of this policy shall not be a basis for denial of any coverage afforded by this policy. However, you must report the hazard to us as soon as practical after discovering the failure to disclose. 19. When Loss is Payable Coverage under this policy will not apply unless and until the insured or the underlying insurer has paid or is obligated to pay the full amount of the retained limit. However, when an agreed settlement or final judgment has been determined, we will promptly pay on behalf of the insured those sums falling within the terms of this policy. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 18 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. PROPRIETARY AND CONFIDENTIAL d. The total applicable limits of all underlying insurance do not decrease, except for any reduction or exhaustion of aggregate limits by payment of judgments or settlements; and e. You notify us in writing, as soon as practicable, if any underlying insurance is cancelled, not renewed, replaced or otherwise terminated, or if the limits or scope of coverage of any underlying insurance is changed. Failure to comply with these requirements will not invalidate this insurance. However, in the event of such failure, we will only be liable to the same extent that we would have been, had you fully complied with these requirements. 10. Named Insureds a. The first named insured is authorized to act and agrees to act on behalf of all persons or organizations insured under this policy with respect to all matters pertaining to the insurance afforded by the policy. b. Each Named Insured is jointly and severally liable for: (1) All premiums due under this policy; and (2) Any other financial obligations of any Named Insured to us arising out of any agreements contained in this policy. 11. Other Insurance This insurance is excess over, and will not share or contribute with any other insurance whether primary, excess, contingent or on any other basis. However, this insurance will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured on such other insurance; b. You have agreed in a written contract or agreement with the additional insured that this insurance would not seek contribution from any other insurance available; c. Underlying insurance includes the person or organization as an additional insured; and d. Underlying insurance provides coverage to the person or organization on a primary and noncontributory basis. 12. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate, complete and based on information and representations you provided or made to us; b. We have issued this policy in reliance upon your information and representations. 13. Separation of Insureds Except with respect to the Limits of Insurance of this policy and any rights or duties specifically assigned to the first named insured, 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 is brought. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 17 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. TB2Z91469954022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Location And Description Of Completed Operations Or Organization(s): All Persons or Organizations as required in a All locations as required by a written contract or written contract or agreement or permit requiring agreement or permit entered into prior to an occur- arising out of language, entered into prior to an rence or offense occurrence or offense to provide additional insured status requiring the use of CG 20 37with 07 04 edition date. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 2 Name Of Additional Insured Person(s) Location And Description Of Completed Operations Or Organization(s): For Attachment to Policy No. Page 2 of 2 End. Policy Number TB2Z91469954022 Issued by THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ADDITIONAL INSURED ENHANCEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Index of modified items: Item 1. Blanket Additional Insured Where Required By Written Agreement Lessors of Leased Equipment Managers or Lessors of Premises Mortgagees, Assignees or Receivers Owners, Lessees or Contractors Architects, Engineers or Surveyors Any Person or Organization Item 2. Blanket Additional Insured — Grantor Of Permits Item 3. Other Insurance Amendment Item 1. Blanket Additional Insured Where Required By Written Agreement Paragraph 2. of Section II —Who Is An Insured is amended to add the following: Additional Insured By Written Agreement The following are insureds under the Policy when you have agreed in a written agreement to provide them coverage as additional insureds under your policy: 1. Lessors of Leased Equipment: The person(s) or organization(s) from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). This insurance does not apply to any"occurrence" which takes place after the equipment lease expires. 2. Managers or Lessors of Premises: Any manager(s)or lessor(s)of premises leased to you in which the written lease agreement obligates you to procure additional insured coverage. The coverage afforded to the additional insured is limited to liability in connection with the ownership, maintenance or use of the premises leased to you and caused, in whole or in part, by some negligent act(s) or omission(s) of you, your "employees", your agents or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out of the additional insured's sole negligence. LC 20 58 11 18 ©2018 Liberty Mutual Insurance Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. This insurance does not apply to: a. Any"occurrence"which takes place after you cease to be a tenant in that premises or to lease that land; b. Structural alterations, new construction or demolition operations performed by or on behalf of that manager or lessor; or c. Any premises for which coverage is excluded by endorsement. 3. Mortgagees, Assignees or Receivers: Any person(s) or organization(s) with respect to their liability as mortgagee, assignee or receiver and arising out of your ownership, maintenance or use of the premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or on behalf of such person(s)or organization(s). 4. Owners, Lessees or Contractors: Any person(s) or organization(s) to whom you are obligated to procure additional insured coverage, but only with respect to liability for"bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of your"employees", your agents, or your subcontractors, in the performance of your ongoing operations. This insurance does not apply to"bodily injury", "property damage", or"personal and advertising injury"arising out of"your work" included in the "products-completed operations hazard" unless you are required to provide such coverage for the additional insured by the written agreement, and then only for the period of time required by the written agreement and only for liability caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of your"employees", your agents, or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out the additional insured's sole negligence. This insurance does not apply to "bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: a. The preparing,approving,or failing to prepare or approve, maps,shop drawings,opinions, reports,surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. 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, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services. 5. Architects, Engineers or Surveyors: Any architect, engineer, or surveyor engaged by you but only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part, by your act(s)or omission(s)or the act(s)or omission(s)of those acting on your behalf: a. In connection with your premises; or b. In the performance of your ongoing operations. This insurance does not apply to "bodily injury", "property damage" or"personal and advertising injury"arising out of the rendering of or failure to render any professional services by or for you, including: LC 20 58 11 18 ©2018 Liberty Mutual Insurance Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports,surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. 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, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury', involved the rendering of or failure to render any professional services by or for you. 6. Any Person or Organization Other Than a Joint Venture: Any person(s)or organization(s)(other than a joint venture of which you are a member) for whom you are obligated to procure additional insured coverage, but only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with premises owned by or rented to you. This insurance does not apply to: a. Any person(s) or organization(s) more specifically covered in Paragraphs 1. through 5. above; b. Any construction, renovation, demolition or installation operations performed by or on behalf of you, or those operating on your behalf; or c. Any person(s)or organization(s)whose profession, business or occupation is that of an architect, surveyor or engineer with respect to liability arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving or failing to prepare or approve, maps, drawings, opinions, reports, surveys, field orders, change orders, designs and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 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, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by or on behalf of you, or those operating on your behalf. The insurance afforded to any person(s) or organization(s) as an insured under this Item 1.: 1. Applies to the extent permitted by law; 2. Applies only to the scope of coverage and the minimum limits of insurance required by the written agreement, but in no event exceeds either the scope of coverage or the limits of insurance provided by this Policy; 3. Does not apply to any person(s) or organization(s) for any "bodily injury", "property damage" or "personal and advertising injury" if any other additional insured endorsement attached to this Policy applies to such person(s) or organization(s) with regard to the "bodily injury", "property damage" or"personal and advertising injury"; 4. Applies only if the "bodily injury" or "property damage" occurs, or the offense giving rise to the "personal and advertising injury" is committed, subsequent to the execution of the written agreement; and 5. Applies only if the written agreement is in effect at the time the "bodily injury" or "property damage" occurs, or at the time the offense giving rise to the "personal and advertising injury" is committed. LC 20 58 11 18 ©2018 Liberty Mutual Insurance Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Item 2. Blanket Additional Insured—Grantor Of Permits Paragraph 2. of Section II—Who Is An Insured is amended to add the following: Any state, municipality or political subdivision that has issued you a permit in connection with any operations performed by you or on your behalf, or in connection with premises you own, rent or control, and to which this insurance applies, but only to the extent that you are required to provide additional insured status to the state, municipality or political subdivision as a condition of receiving and maintaining the permit. Such state, municipality or political subdivision that has issued you a permit is an insured only with respect to their liability as grantor of such permit to you. However, with respect to the state, municipality or political subdivision: 1. Coverage will be no broader than required; and 2. Limits of insurance will not exceed the minimum limits of insurance required as a condition for receiving or maintaining the permit; but neither the scope of coverage nor the limits of insurance will exceed those provided by this Policy. This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state, municipality or political subdivision; 2. Any "bodily injury" or "property damage" included within the "products-completed operations hazard", except when required by written agreement initiated prior to loss; or 3. "Bodily injury", "property damage" or"personal and advertising injury", unless negligently caused, in whole or in part, by you or those acting on your behalf. Item 3. Other Insurance Amendment If you are obligated under a written agreement to provide liability insurance on a primary, excess,contingent, or any other basis for any person(s)or organization(s)that qualifies as an additional insured on this Policy, this Policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV— Commercial General Liability Conditions will not apply.Where the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions will apply. However, this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured for the same "occurrence", claim or"suit". LC 20 58 11 18 ©2018 Liberty Mutual Insurance Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Policy Number TB2Z91469954022 Issued by THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT OR DESIGNATED LOCATION COMBINED AGGREGATE LIMITS —WITH TOTAL AGGREGATE LIMIT FOR ALL PROJECTS AND LOCATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Schedule Designated Construction Project(s) or Designated Location(s): All'locations'and all construction projects at which you are performing ongoing operations. Total Aggregate Limit for all Projects and Locations: $ 20,000,000 A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I—Coverage A, and for all medical expenses caused by accidents under Section I -Coverage C, which can be attributed only to ongoing operations at a single designated construction project or a single designated "location": 1. A separate Designated General Aggregate Limit applies to each designated construction project and to each designated "location", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated General Aggregate Limit is the most we will pay for the sum of all damages under Section I - Coverage A, except damages because of"bodily injury" or"property damage" included in the "products- completed operations hazard", and for medical expenses under Section I - Coverage C regardless of the number of: a. Insureds; b. Claims made or"suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated General Aggregate Limit for that designated construction project or designated "location". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated General Aggregate Limit for any other designated construction project or designated "location". 4. The limits shown in the Declarations for Each Occurrence, Damage to Premises Rented to You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated General Aggregate Limit and the Total Aggregate Limit for all Projects and Locations. LC 25 19 01 15 ©2014 Liberty Mutual Insurance Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 5. The Total Aggregate Limit for all Projects and Locations shown in the Schedule of this endorsement is the most we will pay for the sum of all damages caused by"occurrences"under Section I—Coverage A and all medical expenses caused by accidents under Section I — Coverage C which can be attributed only to ongoing operations at a designated construction project or designated "location" shown in the Schedule of this endorsement, regardless of the number of construction projects, "locations", "occurrences" or accidents. 6. Each Designated General Aggregate Limit is subject to the Total Aggregate Limit for all Projects and Locations shown in the Schedule of this endorsement. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I—Coverage A, and for all medical expenses caused by accidents under Section I -Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project or single designated "location": 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated General Aggregate Limit. C. When coverage for liability arising out of the"products-completed operations hazard"is provided,any payments for damages because of"bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated General Aggregate Limit. D. If the applicable construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. For the purposes of this endorsement, the Definitions Section is amended by the addition of the following definition: "Location" means any premise that you occupy for permanent operations as part of your business, but does not include any premises at which you are performing operations as part of a construction project. All premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad shall be considered a single "location". F. The provisions of Section III -Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. LC 25 19 01 15 ©2014 Liberty Mutual Insurance Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Policy Number TB2Z9169954022 Issued by THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ENHANCEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Index of modified items: Item 1. Reasonable Force Item 2. Non-Owned Watercraft Extension Item 3. Damage To Premises Rented To You — Expanded Coverage Item 4. Bodily Injury To Co-Employees Item 5. Health Care Professionals As Insureds Item 6. Knowledge Of Occurrence Or Offense Item 7. Notice Of Occurrence Or Offense Item 8. Unintentional Failure To Disclose Item 9. Bodily Injury Redefined Item 10. Supplementary Payments — Increased Limits Item 11. Property In Your Care, Custody Or Control Item 12. Mobile Equipment Redefined Item 13. Newly Formed Or Acquired Entities Item 14. Waiver Of Right Of Recovery By Written Contract Or Agreement Item 1. Reasonable Force Exclusion a. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Item 2. Non-Owned Watercraft Extension Paragraph (2) of Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge; Item 3. Damage To Premises Rented To You — Expanded Coverage A. The final paragraph of 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: LC 04 43 11 18 ©2018 Liberty Mutual Insurance Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Exclusions c.through n.do not apply to damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section Ill—Limits Of Insurance. B. Paragraph 6. of Section III—Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. The Damage To Premises Rented To You Limit is the greater of: a. $300,000; or b. The Damage To Premises Rented To You Limit shown on the Declarations. C. Paragraph 9.a. of the definition of"insured contract" in Section V— Definitions is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; D. The paragraph immediately following Paragraph (6)of Exclusion j. of Section I—Coverage A—Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III—Limits of Insurance. Item 4. Bodily Injury To Co-Employees A. Paragraph 2. of Section II—Who Is An Insured is amended to include: Each of the following is also an insured: Your "employees" (other than either 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)) or"volunteer workers" are insureds while in the course of their employment or while performing duties related to the conduct of your business with respect to "bodily injury": (1) To you; (2) To your partners or members (if you are a partnership or joint venture); (3) To your members (if you are a limited liability company); or (4) To a co-"employee" or "volunteer worker" while that co-"employee" or "volunteer worker" is either in the course of his or her employment by you or while performing duties related to the conduct of your business (including participation in any recreational activities sponsored by you). Paragraph 2.a.(1)(a)of Section II—Who Is An Insured does not apply to"bodily injury"for which insurance is provided by this paragraph. LC 04 43 11 18 ©2018 Liberty Mutual Insurance Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. B. The insurance provided by this Item 4. for"bodily injury"to a co-"employee" or"volunteer worker"will not apply if the injured co-"employee's" or "volunteer worker's" sole remedy for such injury is provided under a workers' compensation law or any similar law. C. Other Insurance The insurance provided by this Item 4. is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis. Item 5. Health Care Professionals As Insureds A. Paragraph 2.a.(1)(d) of Section II—Who Is An Insured is replaced by the following: (d) Arising out of his or her providing or failure to provide professional health care services. However, any "employee" or"volunteer worker" of the Named Insured who is acting as a Good Samaritan in response to a public or medical emergency or who is a "designated health care provider" is an insured with respect to "bodily injury" and "personal and advertising injury" that: (i) Arises out of the providing of or failure to provide professional health care services; and (ii) Occurs in the course of and within the scope of such "employee's" or"volunteer worker's" employment by the Named Insured. B. With respect to "employees" and "volunteer workers" providing professional health care services, the following exclusions are added to Paragraph 2. Exclusions of Section I — Coverage A— Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability: This insurance does not apply to: (1) Liability assumed under an "insured contract" or any other contract or agreement; (2) Liability arising out of the providing of professional health care services in violation of law; (3) Liability arising out of the providing of any professional health care services while in any degree under the influence of intoxicants or narcotics; (4) Liability arising out of any dishonest, fraudulent, malicious or knowingly wrongful act or failure to act; or (5) Punitive or exemplary damages, fines or penalties. C. The following definition is added to Section V— Definitions: "Designated health care provider" means any "employee" or "volunteer worker" of the Named Insured whose duties include providing professional health care services, including but not limited to doctors, nurses, emergency medical technicians or designated first aid personnel. D. Other Insurance The insurance provided by this Item 5. is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis. Item 6. Knowledge Of Occurrence Or Offense Knowledge of an "occurrence"or offense by your agent, servant or"employee"will not in itself constitute knowledge by you unless your "executive officer" or "employee" designated by you to notify us of an "occurrence" or offense has knowledge of the "occurrence" or offense. LC 04 43 11 18 ©2018 Liberty Mutual Insurance Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Item 7. Notice Of Occurrence Or Offense For purposes of Paragraph 2.a. of Section IV — Commercial General Liability Conditions, you refers to your "executive officer" or"employee"that you have designated to give us notice. Item 8. Unintentional Failure To Disclose Unintentional failure of the Named Insured to disclose all hazards existing at the inception of this Policy shall not be a basis for denial of any coverage afforded by this Policy. However, you must report such an error or omission to us as soon as practicable after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non- renewal. Item 9. Bodily Injury Redefined The definition of"bodily injury" in Section V— Definitions is replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time; and b. Mental anguish, shock or humiliation arising out of injury as defined in Paragraph a. above. Mental anguish means any type of mental or emotional illness or distress. Item 10. Supplementary Payments—Increased Limits Paragraphs 1.b. and 1.d. of Section I — Supplementary Payments — Coverages A And B are replaced by the following: b. Up to $3,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist in the investigation or defense of the claim or"suit", including actual loss of earnings up to $500 a day because of time off from work. Item 11. Property In Your Care, Custody Or Control A. Paragraphs (3) and (4) of Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability are deleted. B. Additional Exclusion Coverage provided by this endorsement does not apply to"property damage"to property while in transit. C. Limits of Insurance Subject to Paragraphs 2., 3., and 5. of Section III — Limits Of Insurance, the most we will pay for insurance provided by Paragraph A. above is: $10,000 Each Occurrence Limit $75,000 Aggregate Limit The Each Occurrence Limit for this coverage applies to all damages as a result of any one "occurrence" regardless of the number of persons or organizations who sustain damage because of that"occurrence". LC 04 4311 18 ©2018 Liberty Mutual Insurance Page 4 of 5 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. The Aggregate Limit is the most we will pay for the sum of all damages under this Item 11. D. Other Insurance This insurance does not apply to any portion of a loss for which the insured has available any other valid and collectible insurance, whether primary, excess, contingent, or on any other basis, unless such other insurance was specifically purchased by the insured to apply in excess of this Policy. Item 12. Mobile Equipment Redefined The definition of"mobile equipment" in Section V— Definitions is amended to include self-propelled vehicles with permanently attached equipment less than 1000 pounds gross vehicle weight that are primarily designed for: (1) Snow removal; (2) Road maintenance, but not construction or resurfacing; or (3) Street cleaning. Item 13. Newly Formed Or Acquired Entities A. Paragraph 3. of Section II —Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain majority ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until: (1) The 180th day after you acquire or form the organization; (2) Separate coverage is purchased for the organization; or (3) The end of the policy period whichever is earlier; b. Section I — Coverage A — Bodily Injury And Property Damage Liability does not apply to "bodily injury" or"property damage" that occurred before you acquired or formed the organization; and c. Section I—Coverage B—Personal And Advertising Injury Liability does not apply to"personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. B. The insurance afforded to any organization as a Named Insured under this Item 13. does not apply if a Broad Form Named Insured endorsement attached to this Policy applies to that organization. Item 14. Waiver Of Right Of Recovery By Written Contract Or Agreement The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General Liability Conditions: We waive any right of recovery because of payments we make under this Policy for injury or damage arising out of your ongoing operations or "your work" included in the "products-completed operations hazard" that we may have against any person or organization with whom you have agreed in a written contract or agreement to waive your rights of recovery but only if the "bodily injury" or"property damage" occurs, or offense giving rise to "personal and advertising injury" is committed subsequent to the execution of the written contract or agreement. LC 04 43 11 18 ©2018 Liberty Mutual Insurance Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy#CEO742089707 b. this coverage shall expire at the end of the Policy Period or within ninety (90) days of such formation or acquisition of the entity, whichever is earlier, unless you submit written notice to us providing detailed information concerning the newly formed or acquired entity, confirmed by us by endorsement, and provided that you pay any applicable additional premium requested by us; 7. Any Insured with regard to its participation in a legal entity including a limited liability company or joint venture, but only to the extent of the Insured's legal liability for its rendering of Professional Activities and Duties and/or Contracting Activities under the respective legal entity or joint venture; 8. With regard to Section 1: What We Cover D.1., the Client, but only: a. if the you are required to include the Client as an additional Insured in a written contract in effect during the Policy Period and signed by the you prior to the first commencement of the Pollution Condition; and b. with respect to the Client's vicarious liability resulting from your Contracting Activity. 9. With regard to Section 1: What We Cover D.1., all persons or organizations, other than a Client, as required by a written contract executed by the Named Insured, but only for: a. a Pollution Condition caused by your Contracting Activity; and b. the vicarious liability of the person or organization that results from the performance of your Contracting Activity provided that such written contract is signed by the Named Insured prior to the commencement of the Pollution Condition. Insured Contract L. means that part of any written contract or written agreement under which you assume the Tort Liability of another party to pay compensatory damages for Bodily Injury or Property Damage, to a third person or organization, provided that such written contract or written agreement is signed by you prior to the Bodily Injury or Property Damage. Tort Liability means a liability that would be imposed by law in the absence of any contract or agreement. KLD 051 0113 ©2013 X.L.America, Inc. Page 6 of 25 All Rights Reserved. May not be copied without permission. Policy#CEO742089707 Declarations and G. By acceptance of this policy, you agree that the statements and Representations information contained in the Application and other supplemental materials submitted to us are: (a)true and correct; (b) such statements and information are material to our underwriting of this policy; and (c)that this policy has been issued by us in reliance upon the truth and correctness of such statements and information. Design Professional's Insurance H. The Insured shall require that each Design Professional under written contract to it evidence professional liability insurance. Headings I. The descriptions in the headings of this policy are solely for convenience and form no part of the terms and conditions of this policy. Inspection and Audit J. We will be permitted, but not obligated, to examine, audit, monitor and inspect on a continuing basis any of the Insured's books, records, services, properties and activities at any time, as far as they relate to the subject matter of this policy. Neither our right to examine, audit, monitor and make inspections, or the actual undertaking thereof, or any report thereon, neither constitutes an undertaking to determine or warrant that property or operations are safe, healthful or conform to acceptable engineering practice or are in compliance with any law, rule or regulation. Any inspections will be coordinated through your broker or agent. We may modify, amend or delete any of the terms and conditions of this policy including the right to charge additional premium and the right to cancel, rescind or void this policy, if our examination, audit, monitoring or inspection reveals any material risk, hazard or condition that was not previously disclosed by any Insured in the Application or supplemental materials, or which deviates from the information disclosed in the Application or supplemental materials. Limitation of Liability K. Under Protective Loss Coverage, the Insured shall not accept any limitation of liability from a Design Professional other than to insurance proceeds, without our express written consent. Other Insurance L. Where other valid and collectible insurance is available to the Insured, in addition to Design Professional's Insurance, our obligations to the Insured are as follows: 1. This insurance is excess over any other valid and collectible insurance, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise. 2. This insurance is excess over any other valid and collectible insurance available to the Insured under a project specific insurance policy, contractor-controlled insurance program, owner- controlled insurance program, consolidated (wrap-up) insurance program or any other similar insurance or program, whether such other insurance or program is stated to be primary, contributory, excess, contingent or otherwise. 3. This insurance is excess over any other valid and collectible Design Professional's Insurance whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise. KLD 051 0113 ©2013 X.L.America, Inc. Page 24 of 25 All Rights Reserved. May not be copied without permission. 4. Under Section 1: What We Cover: D. Pollution Loss Coverage only, when the Named Insured is required by contract, agreement, or permit to include any person or entity as an additional insured, such coverage shall be provided on a primary and non-contributory basis. Severability M. Except with respect to the Limits of Liability and the Self-Insured Retention Amount, and any rights or duties specifically assigned in this policy to you, this insurance applies: (a) as if each Named Insured were the only Named Insured; and (b) separately to each Insured against or by whom a Claim is made. Misrepresentation, concealment, breach of condition or violation of any duty under this policy by one Insured shall not prejudice the interest or coverage of another Insured under this policy. Sole Agent N. You will act on behalf of all Insured(s)for the payment or return of premium, receipt and acceptance of any endorsement issued to form a part of this policy, giving and receiving notice of cancellation or non- renewal and the exercise of the rights provided in Section 6: Extended Reporting Period, B. Optional Extended Reporting Period. Subrogation O. In the event of any payment under this policy, we will be subrogated to all of the Insured's rights of recovery against any person or organization and the Insured will execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured will do nothing at any time to prejudice our subrogation rights. However, we waive our right(s)of recovery against any person or organization included in the definition of an Insured or against the Insured's Clients, if prior to a Professional Liability Claim, a waiver of subrogation was so required and accepted under a specific contractual undertaking by the Insured. Under Section 1: What We Cover: D. Pollution Loss Coverage, we waive our right(s) of recovery against any person or organization included in the definition of an Insured or against the Insured's Clients if prior to the Pollution Claim, a waiver of subrogation was required and accepted under a specific contractual undertaking by the Insured. Territory P. Coverage granted under this policy will apply anywhere in the world, to the extent permitted by law. KLD 051 0113 ©2013 X.L.America, Inc. Page 25 of 25 All Rights Reserved. May not be copied without permission. Policy Number AS7Z91469954012 Issued by THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. Newly Acquired or Formed Organizations II. Employees as Insureds III. Lessor-Additional Insured and Loss Payee IV. Supplementary Payments - Increased Limits V. Fellow Employee Coverage VI. Personal Property of Others VII. Additional Transportation Expense and Cost to Recover Stolen Auto VIII. Airbag Coverage IX. Tapes, Records and Discs Coverage X. Physical Damage Deductible - Single Deductible XI. Physical Damage Deductible - Glass XII. Physical Damage Deductible -Vehicle Tracking System XIII. Duties in Event of Accident, Claim, Suit or Loss XIV. Unintentional Failure to Disclose Hazards XV. Worldwide Liability Coverage- Hired and Nonowned Autos XVI. Hired Auto Physical Damage XVII. Auto Medical Payments Coverage Increased Limits XVIII. Drive Other Car Coverage - Broadened Coverage for Designated Individuals XIX. Rental Reimbursement Coverage XX. Notice of Cancellation or Non renewal XXI. Loan/Lease Payoff Coverage XXII. Limited Mexico Coverage XXI II. Waiver of Subrogation I. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Throughout this policy, the words "you" and "your" also refer to any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership of more than 50 percent interest, provided: A. There is no similar insurance available to that organization; B. Unless you notify us to add coverage to your policy, the coverage under this provision is afforded only until: 1. The 90th day after you acquire or form the organization; or 2. The end of the policy period, whichever is earlier; and C. The coverage does not apply to an "accident" which occurred before you acquired or formed the organization. AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 1 of 10 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. II. EMPLOYEES AS INSUREDS Paragraph A.1. Who Is An Insured of SECTION II -COVERED AUTOS LIABILITY COVERAGE is amended to add the following: Your "employee" is an "insured" while using with your permission a covered "auto" you do not own, hire or borrow in your business or your personal affairs. III. LESSOR -ADDITIONAL INSURED AND LOSS PAYEE A. Any"leased auto"will be considered an"auto"you own and not an"auto"you hire or borrow. The coverages provided under this section apply to any "leased auto" until the expiration date of this policy or until the lessor or his or her agent takes possession of the "leased auto" whichever occurs first. B. For any "leased auto" that is a covered "auto" under SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1.Who Is An Insured provision is changed to include as an"insured"the lessor of the "leased auto". However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You. 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto"with the permission of any of the above. C. Loss Payee Clause 1. We will pay, as interests may appear, you and the lessor of the "leased auto" for"loss" to the covered "leased auto". 2. The insurance covers the interest of the lessor of the "leased auto" unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor of a "leased auto", we will obtain his or her rights against any other party. D. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. E. The lessor is not liable for payment of your premiums. F. For purposes of this endorsement, the following definitions apply: "Leased auto"means an"auto"which you lease for a period of six months or longer for use in your business, including any "temporary substitute" of such "leased auto". "Temporary substitute" means an "auto" that is furnished as a substitute for a covered "auto" when the covered "auto" is out of service because of its breakdown, repair, servicing, "loss" or destruction. AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 2 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. IV. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS Subparagraphs A.2.a.(2) and A.2.a.(4) of SECTION II - COVERED AUTOS LIABILITY COVERAGE are deleted and replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. V. FELLOW EMPLOYEE COVERAGE A. Exclusion B.5. of SECTION II -COVERED AUTOS LIABILITY COVERAGE does not apply. B. For the purpose of Fellow Employee Coverage only, Paragraph B.5. of SECTION IV - BUSINESS AUTO CONDITIONS is changed as follows: This Fellow Employee Coverage is excess over any other collectible insurance. VI. PERSONAL PROPERTY OF OTHERS Exclusion 6. in SECTION II - COVERED AUTOS LIABILITY COVERAGE for a covered "auto" is amended to add the following: This exclusion does not apply to "property damage" or"covered pollution cost or expense" involving "personal property" of your "employees" or others while such property is carried by the covered "auto". The Limit of Insurance for this coverage is $5,000 per "accident". Payment under this coverage does not increase the Limit of Insurance. For the purpose of this section of this endorsement, "personal property" is defined as any property that is not used in the individual's trade or business or held for the production or collection of income. VII. ADDITIONAL TRANSPORTATION EXPENSE AND COST TO RECOVER STOLEN AUTO A. Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: The amount we will pay is increased to $50 per day and to a maximum limit of$1,000. B. Paragraph A.4.a. of SECTION III -PHYSICAL DAMAGE COVERAGE is amended to add the following: If your business is shown in the Declarations as something other than an auto dealership, we will also pay up to$1,000 for reasonable and necessary costs incurred by you to return a stolen covered "auto"from the place where it is recovered to its usual garaging location. VIII. AIRBAG COVERAGE Exclusion B.3.a. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: This exclusion does not apply to the accidental discharge of an airbag. IX. TAPES, RECORDS AND DISCS COVERAGE Exclusion B.4.a. of SECTION III -PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment except when the tapes, records, discs or other similar audio, visual or data electronic devices: AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 3 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (1) Are your property or that of a family member; and (2) Are in a covered "auto" at the time of"loss". The most we will pay for"loss" is $200. No Physical Damage Coverage deductible applies to this coverage. X. PHYSICAL DAMAGE DEDUCTIBLE -SINGLE DEDUCTIBLE Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. When two or more covered "autos" sustain "loss" in the same collision, the total of all the "loss" for all the involved covered "autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered "autos". XI. PHYSICAL DAMAGE DEDUCTIBLE —GLASS Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: No deductible applies to "loss"to glass if you elect to patch or repair it rather than replace it. XII. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add: Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle. XIII. DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Subparagraphs A.2.a. and A.2.b. of SECTION IV- BUSINESS AUTO CONDITIONS are changed to: a. In the event of"accident", claim, "suit"or"loss", your insurance manager or any other person you designate must notify us as soon as reasonably possible of such "accident", claim, "suit" or"loss". Such notice must include: (1) How, when and where the "accident" or"loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Knowledge of an "accident", claim, "suit" or "loss" by your agent, servant or "employee" shall not be considered knowledge by you unless you, your insurance manager or any other person you designate has received notice of the "accident", claim, "suit" or"loss" from your agent, servant or"employee". b. Additionally, you and any other involved "insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 4 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or"suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. XIV. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following: Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. XV. WORLDWIDE LIABILITY COVERAGE - HIRED AND NONOWNED AUTOS Condition B.7. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following: For "accidents" resulting from the use or operation of covered "autos" you do not own, the coverage territory means all parts of the world subject to the following provisions: a. If claim is made or"suit"is brought against an"insured"outside of the United States of America, its territories and possessions, Puerto Rico and Canada, we shall have the right, but not the duty to investigate, negotiate, and settle or defend such claim or"suit". If we do not exercise that right, the "insured" shall have the duty to investigate, negotiate, and settle or defend the claim or "suit" and we will reimburse the "insured" for the expenses reasonably incurred in connection with the investigation, settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement. The "insured" shall provide us with such information we shall reasonably request regarding such claim or "suit" and its investigation, negotiation, and settlement or defense. The "insured" shall not agree to any settlement of the claim or "suit" without our consent. We shall not unreasonably withhold consent. b. We are not licensed to write insurance outside of the United States of America, its territories or possessions, Puerto Rico and Canada. We will not furnish certificates of insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance. Failure to comply with the auto insurance laws of other countries may result in fines or penalties. This insurance does not apply to such fines or penalties. XVI. HIRED AUTO PHYSICAL DAMAGE If no deductibles are shown in the Declarations for Physical Damage Coverage for Hired or Borrowed Autos, the following will apply: A. We will pay for "loss" under Comprehensive and Collision coverages to a covered "auto" of the private passenger type hired without an operator for use in your business: AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 5 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 1. The most we will pay for coverage afforded by this endorsement is the lesser of: a. The actual cost to repair or replace such covered "auto"with other property of like kind and quality; or b. The actual cash value of such covered "auto" at the time of the "loss". 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 3. We may deduct for betterment for parts normally subject to repair and replacement during the useful life of the "auto". In this event, deductions shall be limited to the lesser of: a. An amount equal to the proportion that the expired life of the part to be repaired or replaced bears to the normal useful life of that part; or b. The amount which the resale value of the "auto" is increased from the repair or replacement. B. For each covered "auto", our obligation to pay for, repair, return or replace the covered "auto" will be reduced by any deductible shown in the Declarations that applies to private passenger "autos" that you own. If no applicable deductible is shown in the Declarations, the deductible will be $250. If the Declarations show other deductibles for Physical Damage Coverages for Hired or Borrowed Autos, this Section XVI of this endorsement does not apply. C. Paragraph A.4.b. of SECTION III - PHYSICAL DAMAGE COVERAGE is replaced by the following: b. Loss of Use Expenses For Hired Auto Physical Damage provided by this endorsement, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a private passenger vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay under this coverage is $30 per day, subject to a maximum of$900. XVII. AUTO MEDICAL PAYMENTS COVERAGE - INCREASED LIMITS For any covered "loss", the Limit of Insurance for Auto Medical Payments will be double the limit shown in the Declarations if the "insured"was wearing a seat belt at the time of the "accident". This is the maximum amount we will pay for all covered medical expenses, regardless of the number of covered "autos", "insureds", premiums paid, claims made, or vehicles involved in the "accident". If no limit of insurance for Auto Medical Payments is shown on the Declarations, this paragraph Section XVII of this endorsement does not apply. XVIII. DRIVE OTHER CAR COVERAGE - BROADENED COVERAGE FOR DESIGNATED INDIVIDUALS A. This endorsement amends only those coverages indicated with an "X" in the Drive Other Car section of the Schedule to this endorsement. AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 6 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. B. SECTION II -COVERED AUTOS LIABILITY COVERAGE is amended as follows: 1. Any"auto"you don't own, hire or borrow is a covered "auto"for Liability Coverage while being used by any individual named in the Drive Other Car section of the Schedule to this endorsement or by his or her spouse while a resident of the same household except: a. Any "auto" owned by that individual or by any member of his or her household; or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". 2. The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her spouse, while a resident of the same household, are "insureds" while using any covered "auto" described in Paragraph B.1. of this endorsement. C. Auto Medical Payments, Uninsured Motorist, and Underinsured Motorist Coverages are amended as follows: The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her "family members"are"insured"while"occupying"or while a pedestrian when struck by any"auto"you don't own except: Any "auto" owned by that individual or by any "family member". D. SECTION III - PHYSICAL DAMAGE COVERAGE is changed as follows: Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in the Drive Other Car section of the Schedule to this endorsement or his or her spouse while a resident of the same household except: 1. Any "auto" owned by that individual or by any member of his or her household; or 2. Any"auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". E. For purposes of this endorsement, SECTION V -DEFINITIONS is amended to add the following: "Family member" means a person related to the individual named in the Drive Other Car section of the Schedule to this endorsement by blood, marriage or adoption who is a resident of the individual's household, including a ward or foster child. XIX. RENTAL REIMBURSEMENT COVERAGE A. For any owned covered "auto"for which Collision and Comprehensive Coverages are provided, we will pay for rental reimbursement expenses incurred by you for the rental of an "auto"because of a covered physical damage "loss" to an owned covered "auto". Such payment applies in addition to the otherwise applicable amount of physical damage coverage you have on a covered "auto". No deductibles apply to this coverage. B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending with the earlier of the return or repair of the covered "auto", or the exhaustion of the coverage limit. C. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred; or AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 7 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2. $30 per day with a maximum of$900 in any one period. D. This coverage does not apply: 1. While there are spare or reserve "autos" available to you for your operations; or 2. If coverage is provided by another endorsement attached to this policy. E. If a covered "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under Paragraph A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE of the Business Auto Coverage Form or Section VII of this endorsement. XX.NOTICE OF CANCELLATION OR NONRENEWAL A. Paragraph A.2. of the COMMON POLICY CONDITIONS is changed to: 2. We may cancel or non-renew this policy by mailing written notice of cancellation or non-renewal to the Named Insured, and to any name(s) and address(es) shown in the Cancellation and Non-renewal Schedule: a. For reasons of non-payment, the greater of: (1) 10 days; or (2) The number of days specified in any other Cancellation Condition attached to this policy; or b. For reasons other than non-payment, the greater of: (1) 60 days; (2) The number of days shown in the Cancellation and Non-renewal Schedule; or (3) The number of days specified in any other Cancellation Condition attached to this policy, prior to the effective date of the cancellation or non-renewal. B. All other terms of Paragraph A. of the COMMON POLICY CONDITIONS, and any amendments thereto, remain in full force and effect. XXI. LOAN/LEASE PAYOFF COVERAGE The following is added to Paragraph C. Limits Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE: In the event of a total "loss" to a covered "auto" of the private passenger type shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE SECTION of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 8 of 10 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. This coverage is limited to a maximum of$1,500 for each covered "auto". XXII.LIMITED MEXICO COVERAGE WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY - NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. A. Coverage 1. Paragraph B.7. of SECTION IV - BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The "accidents" or"loss" occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a "loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such "loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any "insured" who is not a resident of the United States. XXIII.WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV-BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident", to waive rights of recovery against such person or organization. AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 9 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 1 vim.), 1 L t-LJ ITVJJJTVLL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: All Persons or Organizations as required in a written contract or agreement or permit requiring arising out of language, entered in- to prior to an occurrence or offense to provide additional insured status requiring the use of CG 20 10 with 10 01 edition date (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II — Who Is An Insured is amended to (1) All work, including materials, parts or include as an insured the person or organization equipment furnished in connection with shown in the Schedule, but only with respect to such work, on the project (other than liability arising out of your ongoing operations service, maintenance or repairs) to be performed for that insured. performed by or on behalf of the addi- B. With respect to the insurance afforded to these tional insured(s) at the site of the cov additional insureds, the following exclusion is ered operations has been completed; added: or 2. Exclusions This insurance does not apply to "bodily inju- ry" or"property damage" occurring after: CG 20 10 10 01 © ISO Properties, Inc., 2000 Page 1 of 2 (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than an- other contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. This endorsement is executed by the Premium $ Effective Date Expiration Date For attachment to Policy No. Audit Basis Issued To Countersigned by Authorized Representative Issued Sales Office and No. End.Serial No. Page 2 of 2 © ISO Properties, Inc., 2000 CG 20 10 10 01 0 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by contract or written agreement prior to loss and allowed by law. In the state of AK, the premium charge is 1.85% of the total standard premium, subject to a minimum premium of$250 per policy. In the states of ID, MI, MT, NV and SD, the premium charge is 2.0% of the total manual premium, subject to a minimum premium of$100 per policy. In the state of LA, the premium charge is 2.0% of the total standard premium, subject to a minimum premium of$250 per policy. In the state of OR, the premium charge is 1.0% of the total manual premium, subject to a minimum premium of$250 per policy. Issued by The First Liberty Insurance Corporation27359 For attachment to Policy No.WC6-Z91-469954-102 Effective Date Premium $ Issued to Garco Construction Inc Endorsement No. WC 00 03 13 ©1983 National Council on Compensation Insurance. Page 1 of 1 Ed.04/01/1984 GARCCnN-A.1 SSIMPSANI 14401:>RO' �� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/22/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hub International Northwest LLC PO Box 3144 Spokane, WA 99220 CONTACT Stacia Simpson NAME: PHONE FAX (A/C, No, Ext): (509) 319-2912 (A/C, No): E-MAIL Stacia.Simpson@hubinternational.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Liberty Mutual Fire Insurance Company 23035 INSURED INSURER B : Liberty Insurance Corporation 42404 INSURER C: LibertyMutual 23043 Garco Construction, Inc. INSURER D: Indian Harbor Insurance Company 36940 P.O. Box 2946 Spokane, WA 99220 INSURER E INSURER F : COVERAGES CERTIFICATE NIIMRFR- RFVISION NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXPLTR LIMBS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE [ X] OCCUR X X TB2Z914699540023 12/31/2023 12/31/2024 EACH OCCURRENCE $ 2,000,000 DAMAGE TORENTEDn PREMI,9ES (EaMED $ 100,000 EXP (Any oneperson) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICYa PE� LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 WA STOP GAP 1,000,000 OTHER: B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 2,000,000 $ X BODILY INJURY Perperson) $ ANY AUTO X X AS7Z91469954013 12131/2023 12/31/2024 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY C X UMBRELLA LIAB I X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE X X TH7Z91469954033 12131/2023 12131/2024 DED I X RETENTION $ 0 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETORMARTNER/EXECU I IVE ❑ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) N / A PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT A WA STOP GAP EL2Z91469954043 12/31/2023 12/31/2024 Limit 1,000,000 D Prof/Poll Liability X X CE0742089708 12/31/2023 12/31/2024 $2MM EA OCC/$6MM AGG DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) PROJECT NO. 0322-2 PROJECT DESCRIPTION: CITY HALL REMEDIATION -PROGRESSIVE DESIGN BUILD - SPOKANE VALLEY CAPITAL IMPROVEMENT CITY OF SPOKANE VALLEY, WASHINGTON, THEIR OFFICERS, DIRECTORS AND EMPLOYEES ARE ADDITIONAL INSUREDS AS IT RELATES TO GENERAL & AUTO LIABILITY & WAIVER OF SUBROGATION IS GRANTED AS IT RELATES TO GENERAL AUTO LIABILITY FOR ON -GOING AND COMPLETED OPERATIONS IN ACCORDANCE WITH TERMS AND CONDITIONS OF THE POLICIES. UMBRELLA FOLLOWS FORM AS IT RELATES TO ADDITIONAL INSUREDS. THE ABOVE COVERAGE IS PRIMARY AND NONCONTRIBUTORY WHERE REQUIRED BY WRITTEN CONTRACT. CITY OF SPOKANE VALLEY, WASHINGTON 10210 E SPRAGUE AVENUE SPOKANE VALLEY, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE W ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: AS7Z91469954013 Issued by: Liberty Insurance Corp. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED - NONCONTRIBUTING This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIERS COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage form. Schedule Name of Person(s) or Organizations(s): Any person or organization whom you agreed in writing as an additional insured, but only for the coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of coverge or the limits of insurance provided in this policy. Regarding Designated Contract or Project: Each person or organization shown in the Schedule of this endorsement is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. The following is added to the Other Insurance Condition: If you have agreed in a written agreement that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to the "bodily injury" or "property damage", then this insurance will be primary and we will not seek contribution from such insurance. AC 84 23 08 11 © 2010, Liberty Mutual Group of Companies. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS7Z91469954013 Issued by THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. Newly Acquired or Formed Organizations it. Employees as Insureds III. Lessor - Additional Insured and Loss Payee IV. Supplementary Payments - Increased Limits V. Fellow Employee Coverage VI. Personal Property of Others VII. Additional Transportation Expense and Cost to Recover Stolen Auto VIII. Airbag Coverage IX. Tapes, Records and Discs Coverage X. Physical Damage Deductible - Single Deductible XI. Physical Damage Deductible - Glass XII. Physical Damage Deductible - Vehicle Tracking System XIII. Duties in Event of Accident, Claim, Suit or Loss XIV. Unintentional Failure to Disclose Hazards XV. Worldwide Liability Coverage - Hired and Nonowned Autos XVI. Hired Auto Physical Damage XVII. Auto Medical Payments Coverage Increased Limits XVIII. Drive Other Car Coverage - Broadened Coverage for Designated Individuals XIX. Rental Reimbursement Coverage XX. Notice of Cancellation or Nonrenewal XXI. Loan/Lease Payoff Coverage XXII. Limited Mexico Coverage XXIII. Waiver of Subrogation I. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Throughout this policy, the words "you" and "your" also refer to any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership of more than 50 percent interest, provided: A. There is no similar insurance available to that organization; B. Unless you notify us to add coverage to your policy, the coverage under this provision is afforded only until: 1. The 90th day after you acquire or form the organization; or 2. The end of the policy period, whichever is earlier; and C. The coverage does not apply to an "accident" which occurred before you acquired or formed the organization. AC 84 94 11 17 C 2017 Liberty Mutual Insurance Page 1 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. II. EMPLOYEES AS INSUREDS Paragraph A.I. Who Is An Insured of SECTION II - COVERED AUTOS LIABILITY COVERAGE is amended to add the following: Your "employee" is an "insured" while using with your permission a covered "auto" you do not own, hire or borrow in your business or your personal affairs. III. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE A. Any "leased auto" will be considered an "auto" you own and not an "auto" you hire or borrow. The coverages provided under this section apply to any "leased auto" until the expiration date of this policy or until the lessor or his or her agent takes possession of the "leased auto" whichever occurs first. B. For any 'leased auto" that is a covered "auto" under SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.I. Who Is An Insured provision is changed to include as an "insured" the lessor of the 'leased auto". However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You. 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating a 'leased auto" with the permission of any of the above. C. Loss Payee Clause 1. We will pay, as interests may appear, you and the lessor of the 'leased auto" for 'loss" to the covered "leased auto". 2. The insurance covers the interest of the lessor of the 'leased auto" unless the 'loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor of a 'leased auto", we will obtain his or her rights against any other party. D. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. E. The lessor is not liable for payment of your premiums. F. For purposes of this endorsement, the following definitions apply: "Leased auto" means an "auto" which you lease for a period of six months or longer for use in your business, including any "temporary substitute" of such 'leased auto". "Temporary substitute" means an "auto" that is furnished as a substitute for a covered "auto" when the covered "auto" is out of service because of its breakdown, repair, servicing, 'loss" or destruction. AC 84 9411 17 © 2017 Liberty Mutual Insurance Page 2 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. IV. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS Subparagraphs A.2.a.(2) and A.2.a.(4) of SECTION II - COVERED AUTOS LIABILITY COVERAGE are deleted and replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. V. FELLOW EMPLOYEE COVERAGE A. Exclusion B.5. of SECTION II - COVERED AUTOS LIABILITY COVERAGE does not apply. B. For the purpose of Fellow Employee Coverage only, Paragraph B.5. of SECTION IV - BUSINESS AUTO CONDITIONS is changed as follows: This Fellow Employee Coverage is excess over any other collectible insurance. VI. PERSONAL PROPERTY OF OTHERS Exclusion 6. in SECTION II - COVERED AUTOS LIABILITY COVERAGE for a covered "auto" is amended to add the following: This exclusion does not apply to "property damage" or "covered pollution cost or expense" involving "personal property" of your "employees" or others while such property is carried by the covered "auto". The Limit of Insurance for this coverage is $5,000 per "accident". Payment under this coverage does not increase the Limit of Insurance. For the purpose of this section of this endorsement, "personal property" is defined as any property that is not used in the individual's trade or business or held for the production or collection of income. VII. ADDITIONAL TRANSPORTATION EXPENSE AND COST TO RECOVER STOLEN AUTO A. Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: The amount we will pay is increased to $50 per day and to a maximum limit of $1,000. B. Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: If your business is shown in the Declarations as something other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered "auto" from the place where it is recovered to its usual garaging location. VIII. AIRBAG COVERAGE Exclusion B.3.a. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: This exclusion does not apply to the accidental discharge of an airbag. IX. TAPES, RECORDS AND DISCS COVERAGE Exclusion B.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment except when the tapes, records, discs or other similar audio, visual or data electronic devices: AC 84 9411 17 © 2017 Liberty Mutual Insurance Page 3 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (1) Are your property or that of a family member; and (2) Are in a covered "auto" at the time of "loss". The most we will pay for "loss" is $200. No Physical Damage Coverage deductible applies to this coverage. X. PHYSICAL DAMAGE DEDUCTIBLE - SINGLE DEDUCTIBLE Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. When two or more covered "autos" sustain "loss" in the same collision, the total of all the "loss" for all the involved covered "autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered "autos". XI. PHYSICAL DAMAGE DEDUCTIBLE — GLASS Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: No deductible applies to "loss" to glass if you elect to patch or repair it rather than replace it. XII. PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add: Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle. XIII. DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Subparagraphs A.2.a. and A.2.b. of SECTION IV- BUSINESS AUTO CONDITIONS are changed to: a. In the event of "accident", claim, "suit" or "loss", your insurance manager or any other person you designate must notify us as soon as reasonably possible of such "accident", claim, "suit" or "loss". Such notice must include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Knowledge of an "accident", claim, "suit" or "loss" by your agent, servant or "employee" shall not be considered knowledge by you unless you, your insurance manager or any other person you designate has received notice of the "accident", claim, "suit" or "loss" from your agent, servant or "employee". b. Additionally, you and any other involved "insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. AC 84 9411 17 © 2017 Liberty Mutual Insurance Page 4 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. XIV. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following: Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. XV. WORLDWIDE LIABILITY COVERAGE - HIRED AND NONOWNED AUTOS Condition B.7. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following: For "accidents" resulting from the use or operation of covered "autos" you do not own, the coverage territory means all parts of the world subject to the following provisions: a. If claim is made or "suit' is brought against an "insured" outside of the United States of America, its territories and possessions, Puerto Rico and Canada, we shall have the right, but not the duty to investigate, negotiate, and settle or defend such claim or "suit'. If we do not exercise that right, the "insured" shall have the duty to investigate, negotiate, and settle or defend the claim or "suit" and we will reimburse the "insured" for the expenses reasonably incurred in connection with the investigation, settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement. The "insured" shall provide us with such information we shall reasonably request regarding such claim or "suit' and its investigation, negotiation, and settlement or defense. The "insured" shall not agree to any settlement of the claim or "suit' without our consent. We shall not unreasonably withhold consent. b. We are not licensed to write insurance outside of the United States of America, its territories or possessions, Puerto Rico and Canada. We will not furnish certificates of insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance. Failure to comply with the auto insurance laws of other countries may result in fines or penalties. This insurance does not apply to such fines or penalties. XVI. HIRED AUTO PHYSICAL DAMAGE If no deductibles are shown in the Declarations for Physical Damage Coverage for Hired or Borrowed Autos, the following will apply: A. We will pay for 'loss" under Comprehensive and Collision coverages to a covered "auto" of the private passenger type hired without an operator for use in your business: AC 84 9411 17 © 2017 Liberty Mutual Insurance Page 5 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 1. The most we will pay for coverage afforded by this endorsement is the lesser of: a. The actual cost to repair or replace such covered "auto" with other property of like kind and quality; or b. The actual cash value of such covered "auto" at the time of the "loss". 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 3. We may deduct for betterment for parts normally subject to repair and replacement during the useful life of the "auto". In this event, deductions shall be limited to the lesser of: a. An amount equal to the proportion that the expired life of the part to be repaired or replaced bears to the normal useful life of that part; or b. The amount which the resale value of the "auto" is increased from the repair or replacement. B. For each covered "auto", our obligation to pay for, repair, return or replace the covered "auto" will be reduced by any deductible shown in the Declarations that applies to private passenger "autos" that you own. If no applicable deductible is shown in the Declarations, the deductible will be $250. If the Declarations show other deductibles for Physical Damage Coverages for Hired or Borrowed Autos, this Section XVI of this endorsement does not apply. C. Paragraph AA.b. of SECTION III - PHYSICAL DAMAGE COVERAGE is replaced by the following: b. Loss of Use Expenses For Hired Auto Physical Damage provided by this endorsement, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a private passenger vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto'; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto'; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay under this coverage is $30 per day, subject to a maximum of $900. XVII. AUTO MEDICAL PAYMENTS COVERAGE - INCREASED LIMITS For any covered "loss", the Limit of Insurance for Auto Medical Payments will be double the limit shown in the Declarations if the "insured" was wearing a seat belt at the time of the "accident'. This is the maximum amount we will pay for all covered medical expenses, regardless of the number of covered "autos", "insureds", premiums paid, claims made, or vehicles involved in the "accident'. If no limit of insurance for Auto Medical Payments is shown on the Declarations, this paragraph Section XVII of this endorsement does not apply. XVIII. DRIVE OTHER CAR COVERAGE - BROADENED COVERAGE FOR DESIGNATED INDIVIDUALS A. This endorsement amends only those coverages indicated with an "X" in the Drive Other Car section of the Schedule to this endorsement. AC 84 9411 17 © 2017 Liberty Mutual Insurance Page 6 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. B. SECTION II - COVERED AUTOS LIABILITY COVERAGE is amended as follows: 1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by any individual named in the Drive Other Car section of the Schedule to this endorsement or by his or her spouse while a resident of the same household except: a. Any "auto" owned by that individual or by any member of his or her household; or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". 2. The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her spouse, while a resident of the same household, are "insureds" while using any covered "auto" described in Paragraph B.I. of this endorsement. C. Auto Medical Payments, Uninsured Motorist, and Underinsured Motorist Coverages are amended as follows: The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her "family members" are "insured" while "occupying" or while a pedestrian when struck by any "auto" you don't own except: Any "auto" owned by that individual or by any "family member". D. SECTION III - PHYSICAL DAMAGE COVERAGE is changed as follows: Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in the Drive Other Car section of the Schedule to this endorsement or his or her spouse while a resident of the same household except: 1. Any "auto" owned by that individual or by any member of his or her household; or 2. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". E. For purposes of this endorsement, SECTION V - DEFINITIONS is amended to add the following: "Family member" means a person related to the individual named in the Drive Other Car section of the Schedule to this endorsement by blood, marriage or adoption who is a resident of the individual's household, including a ward or foster child. XIX. RENTAL REIMBURSEMENT COVERAGE A. For any owned covered "auto" for which Collision and Comprehensive Coverages are provided, we will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of a covered physical damage "loss" to an owned covered "auto". Such payment applies in addition to the otherwise applicable amount of physical damage coverage you have on a covered "auto". No deductibles apply to this coverage. B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending with the earlier of the return or repair of the covered "auto", or the exhaustion of the coverage limit. C. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred; or AC 84 9411 17 © 2017 Liberty Mutual Insurance Page 7 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2. $30 per day with a maximum of $900 in any one period. D. This coverage does not apply: 1. While there are spare or reserve "autos" available to you for your operations; or 2. If coverage is provided by another endorsement attached to this policy. E. If a covered 'loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under Paragraph A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE of the Business Auto Coverage Form or Section VII of this endorsement. XX. NOTICE OF CANCELLATION OR NONRENEWAL A. Paragraph A.2. of the COMMON POLICY CONDITIONS is changed to: 2. We may cancel or non -renew this policy by mailing written notice of cancellation or non -renewal to the Named Insured, and to any name(s) and address(es) shown in the Cancellation and Non -renewal Schedule: a. For reasons of non-payment, the greater of: (1) 10 days; or (2) The number of days specified in any other Cancellation Condition attached to this policy; or b. For reasons other than non-payment, the greater of: (1) 60 days; (2) The number of days shown in the Cancellation and Non -renewal Schedule; or (3) The number of days specified in any other Cancellation Condition attached to this policy, prior to the effective date of the cancellation or non -renewal. B. All other terms of Paragraph A. of the COMMON POLICY CONDITIONS, and any amendments thereto, remain in full force and effect. XXI. LOAN/LEASE PAYOFF COVERAGE The following is added to Paragraph C. Limits Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE: In the event of a total "loss" to a covered "auto" of the private passenger type shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE SECTION of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the 'loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; AC 84 9411 17 © 2017 Liberty Mutual Insurance Page 8 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. This coverage is limited to a maximum of $1,500 for each covered "auto". XXII. LIMITED MEXICO COVERAGE WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY - NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. A. Coverage 1. Paragraph B.7. of SECTION IV - BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The "accidents" or "loss" occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a 'loss" to a covered "auto" occurs in Mexico, we will pay for such 'loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such 'loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any "insured" who is not a resident of the United States. XXIII. WAIVER OF SUBROGATION Paragraph A.S. in SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident', to waive rights of recovery against such person or organization. AC 84 9411 17 © 2017 Liberty Mutual Insurance Page 9 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. TB2Z91469954023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ izations : Location And Description Of Completed Operations All Persons or Organizations as required in a All locations as required by a written contract or written contract or agreement or permit requiring agreement or permit entered into prior to an occur - arising out of language, entered into prior to an rence or offense occurrence or offense to provide additional insured status requiring the use of CG 20 37with 07 04 edition date. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products - completed operations hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Pagel of 2 Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations For Attachment to Policy No. Page 2 of 2 End. Policy TB2Z91469954023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: All Persons or Organizations as required in a written contract or agreement or permit requiring arising out of language, entered in- to prior to an occurrence or offense to provide additional insured status requiring the use of CG 20 10 with 10 01 edition date (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II — Who Is An Insured is amended to (1) All work, including materials, parts or include as an insured the person or organization equipment furnished in connection with shown in the Schedule, but only with respect to such work, on the project (other than liability arising out of your ongoing operations service, maintenance or repairs) to be performed for that insured. performed by or on behalf of the addi- B. With respect to the insurance afforded to these tional insured(s) at the site of the cov- additional insureds, the following exclusion is ered operations has been completed; added: or 2. Exclusions This insurance does not apply to "bodily inju- ry" or "property damage" occurring after: CG 20 10 10 01 © ISO Properties, Inc., 2000 Page 1 of 2 (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than an- other contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. This endorsement is executed by the Premium $ Effective Date Expiration Date For attachment to Policy No. Audit Basis Issued To Countersigned by Authorized Representative Issued Sales Office and No. End. Serial No. Page 2 of 2 © ISO Properties, Inc., 2000 CG 20 10 10 01 ❑ Policy Number TB2Z91469954023 Issued by THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ADDITIONAL INSURED ENHANCEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Index of modified items: Item 1. Blanket Additional Insured Where Required By Written Agreement Lessors of Leased Equipment Managers or Lessors of Premises Mortgagees, Assignees or Receivers Owners, Lessees or Contractors Architects, Engineers or Surveyors Any Person or Organization Item 2. Blanket Additional Insured — Grantor Of Permits Item 3. Other Insurance Amendment Item 1. Blanket Additional Insured Where Required By Written Agreement Paragraph 2. of Section II —Who Is An Insured is amended to add the following: Additional Insured By Written Agreement The following are insureds under the Policy when you have agreed in a written agreement to provide them coverage as additional insureds under your policy: 1. Lessors of Leased Equipment: The person(s) or organization(s) from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). This insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 2. Managers or Lessors of Premises: Any manager(s) or lessor(s) of premises leased to you in which the written lease agreement obligates you to procure additional insured coverage. The coverage afforded to the additional insured is limited to liability in connection with the ownership, maintenance or use of the premises leased to you and caused, in whole or in part, by some negligent act(s) or omission(s) of you, your "employees", your agents or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out of the additional insured's sole negligence. LC 20 58 11 18 © 2018 Liberty Mutual Insurance Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises or to lease that land; b. Structural alterations, new construction or demolition operations performed by or on behalf of that manager or lessor; or c. Any premises for which coverage is excluded by endorsement. 3. Mortgagees, Assignees or Receivers: Any person(s) or organization(s) with respect to their liability as mortgagee, assignee or receiver and arising out of your ownership, maintenance or use of the premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or on behalf of such person(s) or organization(s). 4. Owners, Lessees or Contractors: Any person(s) or organization(s) to whom you are obligated to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of your "employees", your agents, or your subcontractors, in the performance of your ongoing operations. This insurance does not apply to "bodily injury", "property damage", or "personal and advertising injury" arising out of "your work" included in the "products -completed operations hazard" unless you are required to provide such coverage for the additional insured by the written agreement, and then only for the period of time required by the written agreement and only for liability caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of your "employees", your agents, or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out the additional insured's sole negligence. This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. 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, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services. 5. Architects, Engineers or Surveyors: Any architect, engineer, or surveyor engaged by you but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of those acting on your behalf: a. In connection with your premises; or b. In the performance of your ongoing operations. This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services by or for you, including: LC 20 5811 18 © 2018 Liberty Mutual Insurance Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. 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, if the 'occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by or for you. 6. Any Person or Organization Other Than a Joint Venture: Any person(s) or organization(s) (other than a joint venture of which you are a member) for whom you are obligated to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with premises owned by or rented to you. This insurance does not apply to: a. Any person(s) or organization(s) more specifically covered in Paragraphs 1. through 5. above; b. Any construction, renovation, demolition or installation operations performed by or on behalf of you, or those operating on your behalf; or c. Any person(s) or organization(s) whose profession, business or occupation is that of an architect, surveyor or engineer with respect to liability arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving or failing to prepare or approve, maps, drawings, opinions, reports, surveys, field orders, change orders, designs and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 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, if the 'occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by or on behalf of you, or those operating on your behalf. The insurance afforded to any person(s) or organization(s) as an insured under this Item 1.: 1. Applies to the extent permitted by law; 2. Applies only to the scope of coverage and the minimum limits of insurance required by the written agreement, but in no event exceeds either the scope of coverage or the limits of insurance provided by this Policy; 3. Does not apply to any person(s) or organization(s) for any "bodily injury", "property damage" or "personal and advertising injury" if any other additional insured endorsement attached to this Policy applies to such person(s) or organization(s) with regard to the "bodily injury", "property damage" or "personal and advertising injury'; 4. Applies only if the "bodily injury" or "property damage" occurs, or the offense giving rise to the "personal and advertising injury" is committed, subsequent to the execution of the written agreement; and 5. Applies only if the written agreement is in effect at the time the "bodily injury" or "property damage" occurs, or at the time the offense giving rise to the "personal and advertising injury" is committed. LC 20 5811 18 © 2018 Liberty Mutual Insurance Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Item 2. Blanket Additional Insured — Grantor Of Permits Paragraph 2. of Section II —Who Is An Insured is amended to add the following: Any state, municipality or political subdivision that has issued you a permit in connection with any operations performed by you or on your behalf, or in connection with premises you own, rent or control, and to which this insurance applies, but only to the extent that you are required to provide additional insured status to the state, municipality or political subdivision as a condition of receiving and maintaining the permit. Such state, municipality or political subdivision that has issued you a permit is an insured only with respect to their liability as grantor of such permit to you. However, with respect to the state, municipality or political subdivision: 1. Coverage will be no broader than required; and 2. Limits of insurance will not exceed the minimum limits of insurance required as a condition for receiving or maintaining the permit; but neither the scope of coverage nor the limits of insurance will exceed those provided by this Policy. This insurance does not apply to: 1. 'Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state, municipality or political subdivision; 2. Any "bodily injury" or "property damage" included within the "products -completed operations hazard", except when required by written agreement initiated prior to loss; or 3. 'Bodily injury", "property damage" or "personal and advertising injury", unless negligently caused, in whole or in part, by you or those acting on your behalf. Item 3. Other Insurance Amendment If you are obligated under a written agreement to provide liability insurance on a primary, excess, contingent, or any other basis for any person(s) or organization(s) that qualifies as an additional insured on this Policy, this Policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions will not apply. Where the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions will apply. However, this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured for the same 'occurrence", claim or "suit'. LC 20 5811 18 © 2018 Liberty Mutual Insurance Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number TB2-Z91-469954-023 Issued by Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT OR DESIGNATED LOCATION COMBINED AGGREGATE LIMITS- WITH TOTAL AGGREGATE LIMIT FOR ALL PROJECTS AND LOCATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A, and for all medical expenses caused by accidents under Section I - Coverage C, which can be attributed only to ongoing operations at a single designated construction project or a single designated "location": 1. A separate Designated General Aggregate Limit applies to each designated construction project and to each designated 'location", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated General Aggregate Limit is the most we will pay for the sum of all damages under Section I - Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard", and for medical expenses under Section I - Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated General Aggregate Limit for that designated construction project or designated "location". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated General Aggregate Limit for any other designated construction projector designated "location". 4. The limits shown in the Declarations for Each Occurrence, Damage to Premises Rented to You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated General Aggregate Limit and the Total Aggregate Limit for all Projects and Locations. 5. The Total Aggregate Limit for all Projects and Locations shown in the Schedule of this endorsement is the most we will pay for the sum of all damages caused by "occurrences" under Section 1- Coverage A and all medical expenses caused by accidents under Section I - Coverage C which can be attributed only to ongoing operations at a designated construction project or designated 'location" shown in the Schedule of this endorsement, regardless of the number of construction projects, 'locations", 'occurrences" or accidents. 6. Each Designated General Aggregate Limit is subject to the Total Aggregate Limit for all Projects and Locations shown in the Schedule of this endorsement. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A, and for all medical expenses caused by accidents under Section I - Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project or single designated "location": LC 25 19 0115 © 2014 Liberty Mutual Insurance Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated General Aggregate Limit. C. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated General Aggregate Limit. D. If the applicable construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. For the purposes of this endorsement, the Definitions Section is amended by the addition of the following definition: "Location" means any premise that you occupy for permanent operations as part of your business, but does not include any premises at which you are performing operations as part of a construction project. All premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad shall be considered a single "location". F. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. Schedule Designated Construction Project(s) or Designated Location(s): All 'locations" and all construction projects at which you are performing ongoing operations. Total Aggregate Limit for all Projects and Locations: $ 20,000,000 LC 25 19 0115 © 2014 Liberty Mutual Insurance Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: TB2-Z91-469954-023 COMMERCIAL GENERAL LIABILITY CG 24 041219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABIUTYCOVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SffES POLLUTION LIABILrrYLIMrrED COVERAGE PART DESIGNATED SrrES PRODUCTS/COMPLETED OPERATIONS LIABILrrYCOVERAGE PART RAILROAD PROTECTIVE LIABILrrYCOVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery against the person(s) or organization(s) show.n in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. Schedule Name Of Person(s) Or Organization(s): As required by written contract or agreement entered into prior to loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 24 041219 ©insurance Services Office, Inc., 2018 Page 1 of 1 Policy #CEO742089708 b. this coverage shall expire at the end of the Policy Period or within ninety (90) days of such formation or acquisition of the entity, whichever is earlier, unless you submit written notice to us providing detailed information concerning the newly formed or acquired entity, confirmed by us by endorsement, and provided that you pay any applicable additional premium requested by us; 7. Any Insured with regard to its participation in a legal entity including a limited liability company or joint venture, but only to the extent of the Insured's legal liability for its rendering of Professional Activities and Duties and/or Contracting Activities under the respective legal entity or joint venture; 8. With regard to Section 1: What We Cover DA., the Client, but only: if the you are required to include the Client as an additional Insured in a written contract in effect during the Policy Period and signed by the you prior to the first commencement of the Pollution Condition; and b. with respect to the Client's vicarious liability resulting from your Contracting Activity. 9. With regard to Section 1: What We Cover D.1., all persons or organizations, other than a Client, as required by a written contract executed by the Named Insured, but only for: a Pollution Condition caused by your Contracting Activity; and b. the vicarious liability of the person or organization that results from the performance of your Contracting Activity provided that such written contract is signed by the Named Insured prior to the commencement of the Pollution Condition. Insured Contract L. means that part of any written contract or written agreement under which you assume the Tort Liability of another party to pay compensatory damages for Bodily Injury or Property Damage, to a third person or organization, provided that such written contract or written agreement is signed by you prior to the Bodily Injury or Property Damage. Tort Liability means a liability that would be imposed by law in the absence of any contract or agreement. KLD 051 0113 © 2013 X.L. America, Inc. Page 6 of 25 All Rights Reserved. May not be copied without permission. Policy #CEO742089708 Declarations and G. By acceptance of this policy, you agree that the statements and Representations information contained in the Application and other supplemental materials submitted to us are: (a) true and correct; (b) such statements and information are material to our underwriting of this policy; and (c) that this policy has been issued by us in reliance upon the truth and correctness of such statements and information. Design Professional's Insurance H. The Insured shall require that each Design Professional under written contract to it evidence professional liability insurance. Headings I. The descriptions in the headings of this policy are solely for convenience and form no part of the terms and conditions of this policy. Inspection and Audit J. We will be permitted, but not obligated, to examine, audit, monitor and inspect on a continuing basis any of the Insured's books, records, services, properties and activities at any time, as far as they relate to the subject matter of this policy. Neither our right to examine, audit, monitor and make inspections, or the actual undertaking thereof, or any report thereon, neither constitutes an undertaking to determine or warrant that property or operations are safe, healthful or conform to acceptable engineering practice or are in compliance with any law, rule or regulation. Any inspections will be coordinated through your broker or agent. We may modify, amend or delete any of the terms and conditions of this policy including the right to charge additional premium and the right to cancel, rescind or void this policy, if our examination, audit, monitoring or inspection reveals any material risk, hazard or condition that was not previously disclosed by any Insured in the Application or supplemental materials, or which deviates from the information disclosed in the Application or supplemental materials. Limitation of Liability K. Under Protective Loss Coverage, the Insured shall not accept any limitation of liability from a Design Professional other than to insurance proceeds, without our express written consent. Other Insurance L. Where other valid and collectible insurance is available to the Insured, in addition to Design Professional's Insurance, our obligations to the Insured are as follows: 1. This insurance is excess over any other valid and collectible insurance, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise. 2. This insurance is excess over any other valid and collectible insurance available to the Insured under a project specific insurance policy, contractor -controlled insurance program, owner - controlled insurance program, consolidated (wrap-up) insurance program or any other similar insurance or program, whether such other insurance or program is stated to be primary, contributory, excess, contingent or otherwise. 3. This insurance is excess over any other valid and collectible Design Professional's Insurance whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise. KLD 0510113 © 2013 X.L. America, Inc. Page 24 of 25 All Rights Reserved. May not be copied without permission. 4. Under Section 1: What We Cover: D. Pollution Loss Coverage only, when the Named Insured is required by contract, agreement, or permit to include any person or entity as an additional insured, such coverage shall be provided on a primary and non-contributory basis. Severability M. Except with respect to the Limits of Liability and the Self -Insured Retention Amount, and any rights or duties specifically assigned in this policy to you, this insurance applies: (a) as if each Named Insured were the only Named Insured; and (b) separately to each Insured against or by whom a Claim is made. Misrepresentation, concealment, breach of condition or violation of any duty under this policy by one Insured shall not prejudice the interest or coverage of another Insured under this policy. Sole Agent N. You will act on behalf of all Insured(s) for the payment or return of premium, receipt and acceptance of any endorsement issued to form a part of this policy, giving and receiving notice of cancellation or non - renewal and the exercise of the rights provided in Section 6: Extended Reporting Period, B. Optional Extended Reporting Period. Subrogation O. In the event of any payment under this policy, we will be subrogated to all of the Insured's rights of recovery against any person or organization and the Insured will execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured will do nothing at any time to prejudice our subrogation rights. However, we waive our right(s) of recovery against any person or organization included in the definition of an Insured or against the Insured's Clients, if prior to a Professional Liability Claim, a waiver of subrogation was so required and accepted under a specific contractual undertaking by the Insured. Under Section 1: What We Cover: D. Pollution Loss Coverage, we waive our right(s) of recovery against any person or organization included in the definition of an Insured or against the Insured's Clients if prior to the Pollution Claim, a waiver of subrogation was required and accepted under a specific contractual undertaking by the Insured. Territory P. Coverage granted under this policy will apply anywhere in the world, to the extent permitted by law. KLD 0510113 © 2013 X.L. America, Inc. Page 25 of 25 All Rights Reserved. May not be copied without permission. Policy #TH7Z91469954033 PROPRIETARY AND CONFIDENTIAL COMMERCIAL LIABILITY — UMBRELLA COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties, and what is and is not covered. Throughout this policy the words you and your refer to the Named Insured shown in the 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. The word insured means any person or organization qualifying as such under SECTION If —WHO IS AN INSURED. Other words and phrases that appear in bold font have special meaning. If not defined in the section in which they first appear, refer to SECTION VII — DEFINITIONS. In return for the payment of premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. INSURING AGREEMENTS SECTION I — COVERAGES 1. We will pay on behalf of the insured those sums in excess of the retained limit that the insured becomes legally obligated to pay as damages because of bodily injury, property damage or personal and advertising injury to which this insurance applies. In addition, we will pay those sums in excess of the retained limit that the insured becomes legally obligated to pay as damages because of a negligent act, error or omission committed in the administration of the Named Insured's employee benefit program, to which this insurance applies. The amount we will pay for damages is limited as described in SECTION III — LIMITS OF INSURANCE. 2. With respect to bodily Injury, property damage or personal and advertising injury, this insurance applies only if: a. The bodily injury or property damage occurs during the policy period, or the personal and advertising injury is caused by an offense arising out of your business but only if the offense was committed during the policy period; b. The bodily injury, property damage or personal and advertising injury is caused by an occurrence that takes place anywhere; and c. Prior to the policy period, no insured listed under Paragraph 3. of SECTION II — WHO IS AN INSURED or any employee who has been 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. 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 3. 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, such bodily Injury or property damage to us or any other insurer; b. Receives a written or oral demand or claim for damages because of such 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. LCU 00 0101 18 © 2017 Liberty Mutual Insurance Page 1 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PROPRIETARY AND CONFIDENTIAL If such a listed insured or authorized employee knew, prior to the policy period, that the bodily injury, or property damage had 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 3. 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. If we are prevented by law or statute from directly paying damages covered by this policy on behalf of the insured, then we will, where permitted, indemnify the Named Insured for those sums paid in excess of the retained limit. As used in Paragraphs 2.c., 3. and 4. above, an insured listed under Paragraph 3. of SECTION II — WHO IS AN INSURED does not include a stockholder who is not otherwise an insured. SECTION 11— WHO IS AN INSURED 1. The first named insured is an insured. 2. Any organization that is a subsidiary of the first named Insured and over which you maintain ownership or majority interest as of the effective date of this policy, provided such organization was made known to us by the effective date of this policy and is included as an insured in underlying insurance. Coverage under this policy will be no broader than that provided by underlying insurance. 3. 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 are an insured. Your members, your partners, 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. 4. 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 either 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 area partnership or joint venture), to your members (if you are a limited liability company), to a co -employee in the course of his or her 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; LCU 00 0101 18 © 2017 Liberty Mutual Insurance Page 2 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PROPRIETARY AND CONFIDENTIAL (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 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 under this policy will be no broader than that provided by underlying insurance. Insurance 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 sole remedy for such injury is provided under a workers' compensation law or any similar law. (2) Property damage to property: (a) Owned, occupied, 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 (other than your employee) or any organization while acting as your real estate manager. c. 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. d. 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. e." ai= aniz o tl a i s 'ri u e t ttil; However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, this insurance will be no broader than that which you are required by the contract or agreement to provide for such additional insured. The Limits of Insurance applicable to the additional insured are included within, and are not in addition to, the Limits of Insurance shown in the Declarations. f. Any person while using with your permission a covered auto and any person or organization legally responsible for its use, but only if that person is an insured with respect to liability arising out of the ownership, maintenance, use or entrustment to others of covered autos. 5. 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 an insured under this policy if there is no other similar insurance available to that organization and that organization qualifies as an insured in underlying insurance. However: LCU 00 01 01 18 © 2017 Liberty Mutual Insurance Page 3 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PROPRIETARY AND CONFIDENTIAL a. Coverage under this provision is afforded only until the 1801h day after 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; and b. Coverage does not apply to any liability that occurred or offense committed before you acquired or formed the organization. Except as provided in Paragraph 5. above, 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 shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: 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 the sum of all damages covered under this policy, except: a. Damage included in the products -completed operations hazard; and b. Damage covered by underlying insurance to which no aggregate limit applies. The General Aggregate Limit applies separately and in the same manner as the aggregate limits in the underlying insurance. 3. The Products -Completed Operations Aggregate Limit is the most we will pay for the sum of all damages because of bodily injury and property damage included in the products -completed operations hazard. 4. Subject to Paragraphs 2. and 3. above, if either applies, the Each Occurrence Limit is the most we will pay for the sum of all damages covered under this policy arising out of any one occurrence. 5. If the applicable limits of insurance of underlying Insurance or other insurance providing coverage to the insured are reduced or exhausted by payments of damages, subject to the terms and conditions of this policy, we will: a. In the event of reduction, pay in excess of the reduced applicable limits of underlying insurance or 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 any underlying insurance has a limit of insurance greater than the amount shown in the Schedule of Underlying Insurance this policy will apply in excess of the greater amount. LCU 00 01 01 18 © 2017 Liberty Mutual Insurance Page 4 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PROPRIETARY AND CONFIDENTIAL 14. Terms Conformed to Statute The terms of this policy which are in conflict with the statutes, laws, ordinances or regulations of the state or jurisdiction where this policy is issued are amended to conform to such statutes, laws, ordinances or regulations. 15. Trade or Economic Sanctions This insurance applies except to the extent coverage is in violation of any trade or economic sanction, embargo or similar regulation imposed by the United States of America. 1f. 7repsfer of Rl [its ©faRecfpvt±ry, Agaipst Pthers;io Us a. Jf aray trtsured had "rights t©recoverall or part of any payment we have made under this,poltcyt those rights ire try �tb ui3ti�insured wtll do aN that to ftecessaryto ecu�e such rights apds=enforce #� Arty eeotrer a ll bevplied 4 fojlows: 00, peld art amount in eXppss of the appjloaOle. (Z� '1lMteou,uirhthrrmave6p :paid;. srcJ: �t7;r or s�rgahtzatlon, trlclttdttag, he irtsuredAhat has paid ap errtount ovsr ►ttich #his,poliay. iS e R o tm the i o Alp& Expenses incurretl by us in the.a*cise of the rights of recoveiy shell be apportlorled fah fhb psr ®ns or orailia �ncu�lft3 trtsured,ni the ratio<atEthetrespeite recaiveraes as finally set(ec, 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. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. However, in such event, notice of cancellation of this policy sent to the first named insured and mailed to the last mailing address known to us will be sufficient notice to effect cancellation of this policy. 18. Unintentional Failure to Disclose There will be no coverage under this policy for hazards you fail to disclose at the inception of the policy period, except that unintentional failure of the Named Insured to disclose all hazards existing at the inception of this policy shall not be a basis for denial of any coverage afforded by this policy. However, you must report the hazard to us as soon as practical after discovering the failure to disclose. 19. When Loss is Payable Coverage under this policy will not apply unless and until the insured or the underlying insurer has paid or is obligated to pay the full amount of the retained limit. However, when an agreed settlement or final judgment has been determined, we will promptly pay on behalf of the insured those sums falling within the terms of this policy. LCU 00 01 01 18 © 2017 Liberty Mutual Insurance . Page 18 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PROPRIETARY AND CONFIDENTIAL d. The total applicable limits of all underlying Insurance do not decrease, except for any reduction or exhaustion of aggregate limits by payment of judgments or settlements; and e. You notify us in writing, as soon as practicable, if any underlying Insurance is cancelled, not renewed, replaced or otherwise terminated, or if the limits or scope of coverage of any underlying insurance is changed. Failure to comply with these requirements will not invalidate this insurance. However, in the event of such failure, we will only be liable to the same extent that we would have been, had you fully complied with these requirements. 10. Named Insureds a. The first named Insured is authorized to act and agrees to act on behalf of all persons or organizations insured under this policy with respect to all matters pertaining to the insurance afforded by the policy. b. Each Named Insured is jointly and severally liable for: (1) All premiums due under this policy; and (2) Any other financial obligations of any Named Insured to us arising out of any agreements contained in this policy. r, �Othe�psuira�s Thrs � rs ��e will not share or Mo#i$aute wi(tt any ,other Irstcewhr�e Pr[marY001' r,tilrih0uulll rseek(5htnbut#on f►'brn;any*ofl:IrtsurYc:vji(?le.tis phddi#roil znsttred:. a;' v � 9tToaa( I I gtl lrtsu.red n st dtt � )• +nsuraltc, ;+ �:. Ypu red}Ih wrl o(itrct or agr�emertt th the additbrial insured:(hai unsure it d Un4e tyi #Ilih i�rancp irS d ° ; re` ers ri or tSrgaCu2 €it1 as Sri d iitton l Insuc d, 0rti �d: lnreeo teas 12. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate, complete and based on information and representations you provided or made to us; b. We have issued this policy in reliance upon your information and representations. 13. Separation of Insureds Except with respect to the Limits of Insurance of this policy and any rights or duties specifically assigned to the first named insured, 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 is brought. LCU 00 0101 18 © 2017 Liberty Mutual Insurance Page 17 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by contract or written agreement prior to loss and allowed by law. In the state of AK, the premium charge is 1.85% of the total standard premium, subject to a minimum premium of $250 per policy. In the states of ID, MI, MT and SD, the premium charge is 2.0% of the total manual premium, subject to a minimum premium of $100 per policy. In the state of LA, the premium charge is 2.0% of the total standard premium, subject to a minimum premium of $250 per policy. In the states of NV and OR,the premium charge is 1.0% of the total manual premium, subject to a minimum premium of $250 per policy. Issued by The First Liberty Insurance Corporation27359 For attachment to Policy No.WC6-Z91-469954-103 Effective Date Premium $ Issued to Garco Construction Inc Endorsement No. WC 00 03 13 ® 1983 National Council on Compensation Insurance. Page 1 of 1 Ed. 04101 /1984