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24-042.00ClearwaterSummitGroupRoadwayWeedControlServices
Contract No. 24-042 PURCHASED SERVICES AGREEMENT Clearwater Summit Group,Inc. THIS PURCHASED SERVICES AGREEMENT(the"Agreement") is made by and between the City of Spokane Valley, a code City of the State of Washington ("City") and Clearwater Summit Group, Inc., ("Contractor")jointly referred to as the"Parties". IN CONSIDERATION of the terms and conditions contained herein the Parties agree as follows: 1.Work to Be Performed. Contractor shall do all work and furnish all labor,supervision,tools,materials, supplies, and equipment and other items necessary for the services to be provided (the "Work") in accordance with the Scope of Work outlined in Exhibit B and in accordance with this Agreement and shall perform any changes in the work in accordance with the Contract Documents. The terms and provisions in this Agreement shall control over any inconsistent or incompatible terms in any other Contract Document. Contractor shall,for the amount set forth in paragraph 2,below,assume and be responsible for the cost and expense of all work required for constructing and completing the Work and related activities to the City's satisfaction, provided for in the Contract Documents, within the time limits prescribed in the Contract Documents. The City Manager or designee shall administer and be the primary contact for the Contractor. Upon notice from City,Contractor shall promptly commence work,complete the same in a timely manner,and cure any failure in performance under this Agreement. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until December 31,2024. As it deems appropriate, the City reserves the right to exercise, or not, optional subsequent contract years for up to three(3)additional one-year contract terms from 2025 up to and including 2027. It is anticipated that the option years shall start in January of each year and end on December 31 each year. If the City chooses to exercise additional subsequent and sequential option year contracts, the Contractor and/or the City may request an adjustment of the contract price annually, and no later than November 15th for the following calendar year. Such prices shall be negotiated by the City and Contractor and shall not be increased or decreased by more than the percent change in the Consumer Price Index for All Urban Consumers (CPI-U). The reference point will be the CPI-U for September and the index base period is 1982-1984=100. The source of this percent change shall be the"U.S. Department of Labor,Bureau of Labor Statistics. 3.Compensation. In consideration of Contractor performing the Work, City agrees to pay Contractor in accordance with the Contract Documents an amount not to exceed the sum of$45,685.00,which amount includes any applicable Washington State Sales Tax, based on the costs submitted by Contractor(Exhibit C), and as may be adjusted in accordance with the Contract Documents. Prevailing wages are required to be paid for this work as outlined in the General Conditions and RCW 39.12. Purchased Services Agreement Page 1 of 2 Roadway Weed Control Services Contract No. 24-042 4. Notice. Notice other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONTRACTOR: Name:Marci Patterson,City Clerk Name: Darrin Hatfield Phone: (509)720-5000 Phone: (509)492-2722 Address: 10210 East Sprague Avenue Address: 19208 East Broadway Avenue Spokane Valley,WA 99206 Spokane Valley,WA 99016 5. Entire Agreement. This Agreement constitutes the entire and complete agreement between the parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties. 6. Exhibits. The terms of the following attached exhibits are incorporated into this Agreement in their entirety (which are by this reference incorporated herein and made part hereof and referred to as the "Contract Documents"): A. General Conditions B. Scope of Work C. Cost Statement—Required Bid Proposal Forms dated February 16,2024 D. Insurance Endorsements E. Performance and Payment Bond 6. Execution. The Parties have executed this Agreement this l C- day of 2d. CITY OF POKANE VALLEY: Contractor: John 1-I,6hman, City Ma ger By It : Authorized Representative APP OVED AS O�ORM: O fi of the City ttomey Purchased Services Agreement Page 2 of 2 Roadway Weed Control Services EXHIBIT A GENERAL CONDITIONS 1. RELATIONSHIP OF THE PARTIES. It is understood and agreed that Contractor shall be an insurance, or otherwise limit the City's recourse to any independent contractor and not the agent or employee of remedy available at law or in equity. City,that City is interested only in the results to be achieved, 6A. MINIMUM SCOPE OF INSURANCE and that the right to control the particular manner, method, and means in which the services are performed is solely Contractor shall obtain insurance of the types described within the discretion of Contractor. Any and all employees below: who provide services to City under this Agreement shall be 1. Automobile Liability insurance covering all owned, non- deemed employees solely of Contractor. Contractor shall owned, hired and leased vehicles. Coverage shall be be solely responsible for the conduct and actions of all its written on Insurance Services Office (ISO) form CA 00 employees under this Agreement and any liability that may 01 or a substitute form, providing equivalent liability attach thereto. coverage. If necessary, the policy shall be endorsed to 2. COMPLIANCE WITH LAWS AND PERMITS provide contractual liability coverage. The Contractor shall comply with and give notices required 2. Commercial General Liability insurance shall be written by all laws, ordinances, codes, rules, regulations, and on ISO occurrence form CG 00 01 or the equivalent permits relating to the conduct of the work. Except as and shall cover liability arising from premises, specifically otherwise provided herein, the Contractor shall operations, independent contractors, products- obtain and pay for all permits and licenses necessary to completed operations, stop gap liability, personal injury conduct the work. The Contractor shall comply with and advertising injury, and liability assumed under an Chapter 49.28 RCW, Hours of Labor. insured contract. The commercial general liability insurance shall be endorsed to provide a per project 3. CONTRACTOR REGISTRATION aggregate limit using ISO form CG 25 03 05 09 or an The Contractor shall be duly licensed, registered, and equivalent endorsement. There shall be no bonded by the State of Washington at all times this endorsement or modification of the commercial general Agreement is in effect. Prior to commencement of Work liability insurance for liability arising from explosion, under this Agreement,Contractor shall register with the City collapse, or underground property damage. The City as a business if it has not already done so. shall be named as an insured under the Contractor's Commercial General Liability insurance policy with 4. TIME OF THE ESSENCE respect to the work performed for the City using ISO Time is of the essence for completion of the Work identified Additional Insured endorsement CG 20 10 10 01 and in the Agreement. The Contractor shall start work within 10 Additional Insured-Completed Operations endorsement days after the effective date of the written Notice to Proceed CG 20 37 10 01 or substitute endorsements providing issued by the City or execution of the Agreement if no formal equivalent coverage. Notice is to be issued. The Contractor shall plan and 3. Workers' Compensation coverage as required by the prosecute the work diligently so that the various portions of Industrial Insurance laws of the state of Washington. the work shall be completed within the time set forth in the Contract Documents. 6B. MINIMUM AMOUNTS OF INSURANCE Contractor shall maintain the following insurance limits: 5. VACANT This section is intentionally vacant. 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property 6. INSURANCE damage of$1,000,000 per accident. The Contractor shall procure and maintain for the duration 2. Commercial General Liability insurance shall be written of the Agreement, insurance against claims for injuries to with limits no less than $2,000,000 each occurrence, persons or damage to property which may arise from or in $2,000,000 general aggregate and a $2,000,000 connection with the performance of the work hereunder by products-completed operations aggregate limit. the Contractor, their agents, representatives, employees or 6C. OTHER INSURANCE PROVISIONS subcontractors. The insurance policies are to contain, or be endorsed to No Limitation. Contractor's maintenance of insurance as contain,the following provisions for Automobile Liability and required by the agreement shall not be construed to limit the Commercial General Liability insurance: liability of the Contractor to the coverage provided by such Provided Services: Roadway Weed Control Services Purchased Services Agreement Contract No.: 24-042 General Conditions-1 GENERAL CONDITIONS 1. The Contractor's insurance coverage shall be primary for determining the limits of coverage to be required to be insurance as respects the City. Any Insurance, self- obtained by subcontractors. Contractor shall ensure that insurance, or insurance pool coverage maintained by the City is an additional insured on each and every the City shall be excess of the Contractor's insurance subcontractor's commercial general liability insurance and shall not contribute with it. policy using an endorsement at least as broad as ISO 2. The Contractor's insurance shall be endorsed to state additional insured endorsement CG 20 38 04 13. that coverage shall not be cancelled by either party, 7. PERFORMANCE/PAYMENT BOND except after thirty (30) days prior written notice by Pursuant to RCW 39.08.010 the Contractor, prior to certified mail, return receipt requested, has been given commencing work, shall furnish a Performance and a to the City. Payment Bond for the full contract sum including sales tax; 3. If the Contractor maintains higher insurance limits than however, if the Contract Sum does not exceed$150,000 the the minimums above, the City shall be insured for the Contractor may, in lieu of providing a bond, request the City full available limits of commercial general and excess or retain 10%of the Contract amount earned fora period of 30 umbrella liability maintained by the Contractor, days following acceptance of the work or until receipt of all irrespective of whether such limits maintained by the necessary releases and settlement of any liens filed under Contractor are greater than those required or whether Chapter 60.28 RCW, whichever is later, at which time the any certificate of insurance furnished to the City City in ordinary course of business will make final payment. evidences limits of liability lower than those maintained by the Contractor. 8. PREVAILING WAGES 4. Failure on the part of the Contractor to maintain the The Contractor shall comply with the requirements of RCW insurance as require shall constitute a material breach 39.12 and shall pay each employee an amount not less than the Prevailing Rate of Wage, as specified of the Contract, upon which the City may, after giving at by the Industrial least five business days' notice to the Contractor to Statistician of the Washington State Department of Labor correct the breach, immediately terminate the and Industries (L&I). If employing labor in a class not Agreement. Or at its sole discretion, the City may shown, the Contractor shall request a determination of the procure or renew such insurance and pay any and all correct wage rate for the class and locality from the premiums in connection therewith, with any sums Industrial Statistician. The Contractor shall provide a copy expended to be repaid to the City on demand, or at the of any such determinations to the City. sole discretion of the City, deduct against funds due the Before commencement and upon completion of work, the Contractor from the City. Contractor shall file the forms and pay the filing fees 6D. ACCEPTABILITY OF INSURERS required by L&I. The Contractor shall indemnify and hold the City harmless from any claims related to the payment or Insurance is to be placed with insurers with a current A.M. non-payment of such wages by the Contractor. The Best rating of not less than A:VII. schedule of Prevailing Wage Rates is incorporated by 6E. EVIDENCE OF COVERAGE reference into these Contract Documents. As evidence of the insurance coverages, the Contractor The prevailing wage rates as provided to the City by the shall furnish acceptable insurance certificates to the City at Industrial Statistician of the Washington State Department the time the Contractor returns the signed Agreement. The of Labor and Industries is available for download at URL certificates shall specify all parties who are additional http://www.lni.wa.qov/TradesLicensinq/PrevWage/WageR insured, and shall include applicable policy endorsements, ates/. and the deduction or retention level. Insuring companies or It is the Contractor's sole responsibility to determine the entities are subject to City acceptance. If requested, most current wage rates it will actually have to pay. These complete copies of insurance policies shall be provided to rates shall remain in effect for the duration throughout the City. The Contractor shall be financially responsible for Contractor's performance of the Work. all pertinent deductibles,self-insured retentions,and/or self- insurance. 9. WORKERS' BENEFITS 6F. SUBCONTRACTORS The Contractor shall make all payments required for Contractor shall cause each and every subcontractor to unemployment compensation under Title 50 RCW and for provide insurance coverage that complies with all applicable industrial insurance and medical aid required under Title 51 requirements of the Contractor-provided insurance as set RCW and shall furnish proof of payment if requested by the forth herein, except Contractor shall have sole responsibility City. If any payment required by Title 50 or Title 51 is not Provided Services: Roadway Weed Control Services Purchased Services Agreement Contract No.: 24-042 General Conditions-2 GENERAL CONDITIONS made when due, the City may retain such payments from construction, or for safety precautions or programs any money due the Contractor and pay the same into the incidental thereto, these being the sole responsibility of the appropriate fund. Contractor. 10. PAYMENT AND RETAINAGE 12. CONTRACT DOCUMENT INTERPRETATION Upon completion of the work or no more often than monthly, The intent of the contract documents is to prescribe a the Contractor shall submit an invoice for work completed complete work. The Contractor shall furnish all labor, to the attention of the City Finance Department and the materials, equipment, and incidentals necessary or Project Manager. The City will make payment within 30 convenient to complete all parts of the work. Compensation days of receipt of the Contractor's properly completed for the cost of furnishing the foregoing and for full invoice or receipt of the goods and services, whichever is performance of the contract shall be considered as included later. in the contract sum. This Agreement shall be governed by, The City will pay 95%of the amount of the approved invoice and interpreted in, accordance with Washington law. and will retain 5% in accordance with Retainage 13. OWNERSHIP OF DOCUMENTS requirements of Chapter 60.28 RCW. Pursuant to Chapter All Drawings, plans, specifications, and other related 60.28 RCW, the City will retain the 5% for a period of 45 documents prepared by the Contractor under this days after date of acceptance, or until receipt of all Agreement are, and shall be, property of the City, and may necessary releases and settlement of any liens filed under be subject to disclosure pursuant to RCW 42.56, or other Chapter 60.28 RCW, whichever is later, at which time the applicable public record laws. City in ordinary course of business will make final payment. Additional Retainage In Lieu of Bond: As set forth in section 14. RECORDS 7 of this Agreement, for contracts of$150,000 or less, the The City or State Auditor, or any of their representatives, Contractor may request that the City retain 10% of shall have full access to and the right to examine during payments in lieu of providing payment and performance normal business hours all of Contractor's records with bonds pursuant to Chapter 39.08.010 RCW. If Contractor respect to all matters covered in this Agreement. Such makes such a request,then the City will retain the 10%from representatives shall be permitted to audit, examine, make each payment, which retained amount shall be in addition excerpts or transcripts from such records, and to make to the 5% retained under Chapter 60.28 RCW. The City audits of all contracts, invoices, materials, payrolls, and shall hold the retained amount for a period of 30 days after record of matters covered by this Agreement for a period of date of acceptance,or until receipt of all necessary releases three years from the date final payment is made hereunder. and settlement of any liens filed under Chapter 60.28 RCW, whichever is later, at which time the City in ordinary course 15. CHANGES of business will make final payment. The City may make changes in the work within the scope of Payment of retainage shall neither(a) waive or release the this Contract and such changes may be made without City's rights, nor(b) relieve the Contractor of any obligations notice to any sureties. If any change causes an increase or under this Contract or by law. decrease in the Contractor's cost of, or the time required for the performance of,any part of the work under this Contract, 11. AUTHORITY OF THE PROJECT MANAGER an equitable adjustment will be made consistent with such The Project Manager or his/her Representative is the change and the Contract modified in writing accordingly, representative of the City, and the Contractor shall look to provided, however, that the Contractor notifies the City of the Project Manager in matters relating to compliance with the change in cost or time before commencing the changed Contract requirements. The work shall be done to the work. Records pertaining to changes in the work shall be complete satisfaction of the Project Manager. The Project maintained sufficiently to document all costs. Failure to Manager will decide all questions which may arise maintain and disclose the required records shall constitute concerning the quality and acceptability of materials and a waiver of the Contractor's claim for costs not documented. equipment furnished and work performed, the rate of The value of any work covered by a change order or of any progress of the work, and interpretation of the contract claim for increase or decrease in the Contract price will be documents. The Project Manager has the authority to reject determined by one or more of the following methods in the work which is defective or does not otherwise conform to order of precedence listed below, if not specified in the the contract documents. The Project Manager is not bidding schedule: responsible for and will not have control or charge of the means, methods, techniques, sequences, or procedures of Provided Services: Roadway Weed Control Services Purchased Services Agreement Contract No.: 24-042 General Conditions-3 GENERAL CONDITIONS 15.A. UNIT PRICES Unless otherwise specifically stated in the Contract, the Unit prices set forth in the Contract Documents. Contractor shall provide and pay for materials, labor, tools, equipment, water, light, power, transportation, supervision, 15.B. LUMP SUM and temporary construction, and other services and Lump sum as agreed, provided that the Contractor may be facilities of any nature necessary to execute, complete and required to provide a detailed cost estimate for the proposed deliver the work within the Contract Time. Material and change. equipment shall be new and of a quality equal to or better 15.C. TIME AND MATERIALS than that specified. Equipment offered shall be current models which have been in successful regular operation Time and materials basis at rates set forth in the Contract under comparable conditions. The work performed shall be Documents or, if not specified, as follows: in conformity with the best modern practice of the trade with 1. Labor not to exceed applicable Prevailing Rates of the intent to secure the best standard of construction and Wage, plus 15% for overhead, profit and all other costs equipment of work as a whole and in part. incurred in supplying labor; 17. SAFETY 2. Materials and supplies incorporated in and necessary The Contractor shall maintain the work site and perform the for the work, plus 15% for overhead, profit and all other work in a manner which meets all legal requirements for the costs incurred in supplying the materials and supplies; provision of a safe workplace. The Contractor shall comply 3. Equipment, excluding small hand tools, at up to the with safety standards and provisions of applicable laws, maximum hourly rates set forth in the current "AGC building and construction codes, and the safety regulations DOT Equipment Rental Agreement" at such rates as set forth in "Safety Standards for Construction", Chapter approved by the Engineer, plus 15%for overhead, profit 296-155 WAC, and "General Safety Standards", Chapter and all other costs incurred in supplying such 296-24 WAC, issued by the Washington State Department equipment; of Labor and Industries. 4. "Overhead"shall include, but not be limited to: field and 18. HAZARDOUS MATERIALS office engineering, estimating, general The Contractor shall give immediate notice to the City upon superintendence, purchasing, office expense, small the discovery of any hazardous or petroleum-contaminated hand tools, all applicable taxes (except state and local materials not specifically identified in the Contract retail sales tax), bonding and insurance costs, delay, Documents and proceed thereafter only as directed by the acceleration or other impact and any other costs of City or as set forth in the specifications. If the material doing business; proves positive as containing asbestos, such material shall 5. Subcontractor's work costs shall be calculated in be handled in compliance with WAC 296 62 077 through accordance with subparagraphs 1 through 4 above. To 296-62-07753. Hazardous materials include asbestos, the total (excluding all markups for overhead and profit) PCBs, lead, radioactive materials, explosives and other shall be added 10%for the Contractor's supervision and materials defined as hazardous or dangerous wastes in overhead support; WAC Chapters 173-303 and 173-305. 6. All costs of the Contractor and any subcontractor 19. PROTECTION OF UTILITIES attributable to a change in the work are either The Contractor shall protect from damage public and private specifically listed or covered by the multipliers specified utilities encountered during the work. Prior to beginning in paragraphs 1 through 5 above. work, the Contractor shall give proper notification as 16. QUALITY required by RCW 19.122.030 to the agencies that have utilities in place and shall cooperate with these agencies in The Contractor shall supervise and direct the work using its the protection and relocation of underground utilities, best efforts, skills and attention. The Contractor shall be facilities and structures. The number to call is 1-800-424- solely responsible for,and shall have full control and charge 5555. of construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the work 20. RECORD DRAWINGS under the contract. The Contractor is for all purposes an Upon completion of work and before requesting final independent Contractor and not an agent or employee of payment, provide the Project Manager with record drawings the City. and all operation and maintenance information showing actual dimensions and locations along with changes made during execution of the work. Provided Services: Roadway Weed Control Services Purchased Services Agreement Contract No.: 24-042 General Conditions-4 GENERAL CONDITIONS 21. COMPLETION OF WORK Contractor's liability hereunder shall be only to the extent of The Contractor shall notify the Engineer when it considers the Contractor's negligence. It is further specifically and the work complete. If, upon inspection, the City determines expressly understood that the indemnification provided that all work has been completed in accordance with the herein constitutes the Contractor's waiver of immunity under terms of this Contract, the City will accept such work, which Industrial Insurance, Title 51 RCW, solely for the purposes acceptance shall be evidenced by a written letter of of this indemnification. This waiver has been mutually acceptance to the Contractor. The City shall not be barred negotiated by the parties. The provisions of this section by acceptance from requiring the Contractor to remove, shall survive the expiration or termination of this Agreement. replace, repair, or dispose of unauthorized or defective The Contractor shall pay all attorney's fees and expenses work, material, or equipment or from recovering damages incurred by the City in establishing and enforcing the City's for the same. rights under this paragraph, whether or not a suit was 22. GUARANTEE instituted. 22.A. REPAIRS 25. TERMINATION OF CONTRACT For a period of 365 days after the date of acceptance of the The City may terminate the Contract whenever (a) the work, the Contractor, upon notification from the City, shall Contractor is deemed to be in default or violates the promptly schedule and make all repairs to the Contractor- provisions of the Contract by failing, neglecting, or refusing furnished materials, equipment and/or workmanship which to proceed according to and in full compliance with the may be necessary to make such materials, equipment Contract Documents, and (b)ten(10)have expired after the and/or workmanship equal to that specified in the Contract. City delivered notice of the default/violation to Contractor. 22.B. WARRANTY Upon termination the City may exclude the Contractor from the site and shall take possession of the work and all of the Unless provided otherwise in the Contract Documents, materials and equipment for which the City has paid any Contractor warrants that all Work and materials performed amount on to the Contractor. The Contractor shall be or installed under this Agreement are free from defect or entitled to payment for portions of the work satisfactorily failure for a period of one year following final acceptance by completed prior to termination, less costs incurred by the City, unless a supplier or manufacturer has a warranty for a City as a result of the Contractor's default. greater period, which warranty shall be assigned or transferred to City. In the event a defect or failure occurs in The City shall have the right to terminate this Contract for work or materials, Contractor shall, within the warranty any reason whatsoever by written notice to the Contractor period, remedy the same at no cost or expense to City. This identifying the effective date of termination, provided said warranty provision shall not be construed to establish a notice is delivered to Contractor at least ten (10) days prior period of limitation with respect to Contractor's other to the effective termination date. The Contractor shall obligations under this Agreement. discontinue work by the effective termination date unless the notice specifies otherwise. Upon such termination, the 23. NON-DISCRIMINATION Contractor shall be paid in ordinary course of business for The Contractor shall fully comply with all federal, state, and all work satisfactorily completed to the effective date of local laws, regulations, and ordinances pertaining to non- termination. discrimination and equal employment. 26. ASSIGNMENT OF CONTRACT 24. INDEMNIFICATION The Contractor shall not assign this contract, or subcontract The Contractor shall defend, indemnify and hold the City, its the work, in whole or in part, except with the prior written officers, officials, employees and volunteers harmless from consent of the City. The Contractor shall require each any and all claims, injuries, damages, losses or suits subcontractor to comply with the requirements of these including attorney fees, arising out of or in connection with Contract Documents. Subcontractors will not be recognized the performance of this Agreement, except for injuries and as having a direct relationship with the City, nor are damages caused by the sole negligence of the City. subcontractors intended or incidental third-party beneficiaries to this Contract. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event 27. WAIVER of liability for damages arising out of bodily injury to persons No officer, employee, agent, or other individual acting on or damages to property caused by or resulting from the behalf of either party has the power, right, or authority to concurrent negligence of the Contractor and the City, its waive any of the conditions or provisions of this Agreement. officers, officials, employees, and volunteers, the No waiver in one instance shall be held to be waiver of any Provided Services: Roadway Weed Control Services Purchased Services Agreement Contract No.: 24-042 General Conditions-5 GENERAL CONDITIONS other subsequent breach or nonperformance. All remedies 33. DEBARMENT, SUSPENSION,AND OTHER afforded in this Agreement or by law shall be taken and RESPONSIBILITY MATTERS—PRIMARY construed as cumulative and in addition to every other COVERED TRANSACTIONS. remedy provided herein or by law. Failure of either party to 33A. CERTIFICATION enforce at any time any of the provisions of this Agreement By executing this Agreement, the Contractor certifies to the or to require at any time performance by the other party of best of its knowledge and belief, that it and its principals: any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this 1. Are not presently debarred, suspended, proposed for Agreement or any part thereof. debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or 28. CONFIDENTIALITY agency; The Contractor may, from time-to-time, receive information 2 Have not within a three-year period preceding this which is deemed by City to be confidential. The Contractor proposal been convicted of or had a civil judgment shall not disclose such information without the prior express rendered against them for commission of fraud or a written consent of City or upon order of a Court of competent criminal offense in connection with obtaining, jurisdiction. attempting to obtain, or performing a public (federal, 29. DISPUTES AND DISPUTE EXPENSES state, or local) transaction or contract under a public All disputes arising under or related to this Agreement that transaction; violation of federal or state antitrust cannot be resolved through informal discussion and statutes or commission of embezzlement,theft,forgery, negotiations shall be resolved by litigation filed in the bribery, falsification or destruction of records, making Superior Court of the State of Washington for Spokane false statements, or receiving stolen property; County, unless otherwise required by applicable federal or 3. Are not presently indicted for or otherwise criminally or state law. The prevailing party in any lawsuit or other legal civilly charged by a governmental entity (federal, state, proceeding seeking to enforce any term of this Agreement or local) with commission of any of the offenses shall be entitled to recover their reasonable attorney fees enumerated in paragraph (A)(2)of this certification; and and costs incurred in said action. 4. Have not within a three-year period preceding this 30. SUBCONTRACTOR RESPONSIBILITY application/proposal had one or more public As required by RCW 39.06.020, the Contractor shall verify transactions (federal, state, or local) terminated for responsibility criteria for each first tier subcontractor and its cause or default. subcontractors of any tier that hires other subcontractors 33B. DOCUMENTATION shall verify responsibility criteria for each of its Where the prospective primary participant is unable to subcontractors. Verification shall include that each certify to any of the statements in this certification, such subcontractor, at the time of subcontract execution, meets prospective participant shall attach an explanation to this the responsibility criteria listed in RCW 39.04.350(1) and Agreement. possesses an electrical contractor license, if required by RCW 19.28, or an elevator contractor license if required by 34. ASSURANCE OF COMPLIANCE WITH RCW 70.87. This verification requirement shall be included APPLICABLE FEDERAL LAW in every subcontract of every tier. During the performance of this Agreement, the Contractor, 31. JURISDICTION AND VENUE for itself, its assignees, and successors in interest agrees as follows: This Agreement is entered into in Spokane County, Washington. The venue of any action arising out of this 34A. COMPLIANCE WITH REGULATIONS Agreement shall be in Spokane County, State of The Contractor shall comply with the federal laws set forth Washington. in subsection 34G, below ("Pertinent Non-Discrimination Authorities") relative to non-discrimination in federally- 32. ANTI-KICKBACK assisted programs as adopted or amended from time-to- No officer or employee of City, having the power or duty to time, which are herein incorporated by reference and made perform an official act or action related to this Agreement, a part of this Agreement. shall have or acquire any interest in this Agreement,or have 34B. NON-DISCRIMINATION solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an The Contractor, with regard to the work performed by it interest in this Agreement. during this Agreement,shall not discriminate on the grounds Provided Services: Roadway Weed Control Services Purchased Services Agreement Contract No.: 24-042 General Conditions-6 GENERAL CONDITIONS of race,color,or national origin in the selection and retention threatened with litigation by a subcontractor or supplier of subcontractors, including procurements of materials and because of such direction, Contractor may request that the leases of equipment. Contractor shall not participate City enter into any litigation to protect the interests of the directly or indirectly in the discrimination prohibited by the City. In addition, Contractor may request the United States Acts and the Regulations identified in subsection 34G to enter into the litigation to protect the interests of the below, including employment practices when the contract United States. covers any activity, project, or program set forth in Appendix 34G. PERTINENT NON-DISCRIMINATION AUTHORITIES B of 49 CFR Part 21. During the performance of this Agreement, the Contractor 34C. SOLICITATIONS FOR SUBCONTRACTS agrees to comply with the following non-discrimination Including Procurements of Materials and Equipment. In all statutes and authorities; including but not limited to: solicitations, either by competitive bidding, or negotiation 1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. made by Contractor for work to be performed under a §2000d et seq., 78 stat. 252), (prohibits discrimination subcontract, including procurements of materials, or leases on the basis of race, color, national origin); and 49 CFR of equipment, each potential subcontractor or supplier shall Part 21; and 49 Part 26; be notified by Contractor of Contractor's obligations under this Agreement and the Acts and the Regulations relative to 2. The Uniform Relocation Assistance and Real Property non-discrimination on the grounds of race, color, or national Acquisition Policies Act of 1970, (42 U.S.C. §4601), origin. (prohibits unfair treatment of persons displaced or 34D. INFORMATION AND REPORTS whose property has been acquired because of Federal or Federal-aid programs and projects); Contractor shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant 3. Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et thereto, and shall permit access to its books, records, seq.), (prohibits discrimination on the basis of sex); accounts, other sources of information, and its facilities as 4. Section 504 of the Rehabilitation Act of 1973, (29 may be determined by the City or the WSDOT to be U.S.C. et§794 pertinent to ascertain compliance with such Acts, seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR regulations, and instructions. Where any information Part 27; required of Contractor is in the exclusive possession of another who fails or refuses to furnish the information, 5. The Age Discrimination Act of 1975, as amended, (42 Contractor shall so certify to the City or the WSDOT, as U.S.C. §6101 et seq.), (prohibits discrimination on the appropriate, and shall set forth what efforts it has made to basis of age); obtain the information. 6. Airport and Airway Improvement Act of 1982, (49 U.S.C. 34E. SANCTIONS FOR NONCOMPLIANCE §471, Section 47123), as amended, (prohibits In the event of a Contractor's noncompliance with the discrimination based on race, creed, color, national nondiscrimination provisions of this Agreement, the City will origin, or sex); impose such contract sanctions as it or the WSDOT may 7. The Civil Rights Restoration Act of 1987, (PL 100-209), determine to be appropriate, including, but not limited to: (Broadened the scope, coverage and applicability of 1. Withholding payments to Contractor under the Title VI of the Civil Rights Act of 1964, The Age Agreement until Contractor complies; and/or Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition 2. Cancelling, terminating, or suspending the Agreement, of the terms"programs or activities"to include all of the in whole or in part. programs or activities of the Federal-aid recipients,sub- 34F. INCORPORATION OF PROVISIONS recipients and contractors, whether such programs or activities are Federally funded or not); Contractor shall include the provisions of paragraphs of these Contract Clauses in every subcontract, including 8. Titles II and III of the Americans with Disabilities Act, procurements of materials and leases of equipment, unless which prohibit discrimination on the basis of disability in exempt by the Acts, regulations and directives issued the operation of public entities, public and private pursuant thereto. Contractor shall take action with respect transportation systems, places of public to any subcontract or procurement as the City or the accommodation, and certain testing entities (42 U.S.C. WSDOT may direct as a means of enforcing such §§12131-12189) as implemented by Department of provisions, including sanctions for noncompliance. Transportation regulations at49 C.F.R. parts 37 and 38; Provided, that if Contractor becomes involved in, or is Provided Services: Roadway Weed Control Services Purchased Services Agreement Contract No.: 24-042 General Conditions-7 GENERAL CONDITIONS 9. The Federal Aviation Administration's Non- access to your programs (70 Fed. Reg. at 74087 to discrimination statute (49 U.S.C. §47123) (prohibits 74100); and discrimination on the basis of race, color, national 12 Title IX of the Education Amendments of 1972, as origin, and sex); amended, which prohibits you from discriminating 10. Executive Order 12898, Federal Actions to Address because of sex in education programs or activities (20 Environmental Justice in Minority Populations and Low- U.S.C. §1681 et seq.). Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, 32. SEVERABILITY policies, and activities with disproportionately high and If any section, sentence, clause, or phrase of this adverse human health or environmental effects on Agreement should be held to be invalid for any reason by a minority and low-income populations; court of competent jurisdiction, such invalidity shall not 11. Executive Order 13166, Improving Access to Services affect the validity of any other section, sentence, clause, or for Persons with Limited English Proficiency, and phrase of this Agreement. 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 Provided Services: Roadway Weed Control Services Purchased Services Agreement Contract No.: 24-042 General Conditions-8 EXHIBIT B SCOPE OF WORK The following outlines the Scope of Work for the Purchased Services Agreement,including Work Requirements,Technical Specifications,and Measurement and Payment. TABLE OF CONTENTS Page 1. WORK REQUIREMENTS 2 1.1. WORK SUMMARY 2 1.1.1. Approximate Quantities of Work 2 1.1.2. Equipment and Supplies 2 1.1.3. Vehicles 2 1.1.4. Work Plans 2 1.1.5. Traffic Control 2 1.2. CONTRACTOR REQUIRED QUALIFICATIONS 3 1.3. CONTRACTOR SUPPLIED EQUIPMENT,MATERIALS&SUPPORT FACILITIES 3 1.3.1. Support Facilities 3 1.3.2. General Standards 3 1.4. PRESERVATION OF PROPERTY 3 1.5. COMPLAINTS AND DEFICIENCIES 4 1.5.1. Complaints 4 1.5.2. Deficiencies 4 1.5.3. Failure to Perform 4 1.6. INSPECTIONS&REPORTING 5 1.6.1. City Inspections 5 1.6.2. Periodic Contractor Reporting 5 1.6.3. Annual Report 5 2. TECHNICAL SPECIFICATIONS—WEED CONTROL 6 2.1. Chemical Spraying 6 2.1.1. Standard 6 2.1.2. Vegetation Free Areas 6 2.1.3. Weed-Free Areas 6 2.1.4. Schedule and Notice of Application 6 2.1.5. Approved Chemicals 7 2.1.6. Herbicide Safety 7 3. MEASUREMENT AND PAYMENT 8 3.1. Measurement 8 3.2. Payment 8 FIGURE—WEED CONTROL SERVICES AREA 9 Provided Services: Roadway Weed Control Services Purchased Services Agreement Contract No. 24-042 Exhibit B: Scope of Work—1 1. WORK REQUIREMENTS This Section includes requirements regarding work to be performed and performance standards. 1.1. WORK SUMMARY The City contracts for maintenance of open space, medians, rights-of-way, and other properties operated by the City and generally supporting the City's roadway system (Work). General expectations of the Roadway Weed Control Services include providing for the prevention and eradication of vegetation, including pre- and post-emergent spraying, and/or physical removal of vegetation in roadway hardscape areas of arterial and collector roadways. All work must be done according to local,state,and federal guidelines and laws. The Work description above is not all inclusive but is representative of a comprehensive Roadway Weed Control Services contract. 1.1.1. Approximate Quantities of Work The areas of work associated with this contract are presented in the figure included with this attachment. The estimated quantity of work is estimated to include the following hardscape areas; • 170 miles of roadway curbing, • 135 miles of sidewalks with an average width of 5 feet,and • 14 miles of roadway median curbing. 1.1.2. Equipment and Supplies The Contractor will provide all specialized equipment (e.g. sprayers, storage tanks, application brushes). This equipment will be owned or leased by the Contractor and will be maintained by the Contractor in good working condition throughout the contract term. 1.1.3. Vehicles The Contractor will provide transportation for the work crews and equipment to the various work sites. The vehicle(s)will be owned or leased and maintained by the Contractor. 1.1.4. Work Plans The Contractor shall submit an Annual Work Plan to the City prior to commencing work for the Contract period. The plan communicates who,when,and how the Contractor will complete the Work during the year. Adjustments to the plan during the year may be necessary and the Contractor is to work with City staff on any necessary revisions. Additionally,the Contractor shall submit an email to City designated staff,daily or weekly work plans indicating where the Contractor will be working and what activities will be performed, if different from the Annual Work Plan general schedules. It may be sent up to one day in advance for the next work period. 1.1.5. Traffic Control Traffic control,if needed,shall also be provided by the Contractor. A Traffic Control Plan (TCP) is required for the closure of more than 50 percent of the width of any street or if working on an arterial street. The City has pre-approved the use of TCPs issued by WSDOT and the City. Provided Services Roadway Weed Control Services Purchased Services Agreement Contract No. 24-042 Exhibit B: Scope of Work—2 1.2. CONTRACTOR REQUIRED QUALIFICATIONS The Contractor reaffirms meeting all required qualifications and will remain qualified throughout the duration of the Contract and subsequent contract renewals. The basis of qualification is the statement of qualifications that the Contractor submitted with the Proposal and is included in this Specification by reference. The Contractor represents and warrants to the City that it has all licenses, permits, qualifications, insurance,and approvals of whatsoever nature which are legally required of Contractor to practice its profession. The Contractor shall maintain a City of Spokane Valley business license. If the Contractor's status changes at any time,the Contractor shall immediately inform the Director of the change in qualification status. The Contractor shall also supply in writing to the Director the Contractor's written plan and timeframe for reinstatement of acceptable status. 1.3. CONTRACTOR SUPPLIED EQUIPMENT,MATERIALS& SUPPORT FACILITIES Unless stated otherwise and agreed in writing,the Contractor is expected to provide all equipment, materials and supplies required to execute Contract obligations. This includes support facilities, disposal containers,oil,and fuel,etc. 1.3.1. Support Facilities The City will not provide shop facilities,workspace,or office space as part of this contract. The Contractor will be responsible for providing all support facilities at their own location(s). The Contractor shall furnish at his/her own expense, storage and/or repair facilities for equipment. The Contractor will not be required to locate such facilities within the City. 1.3.2. General Standards The following are the minimum equipment requirements: • Equipment must conform to all federal,state,and local regulations. • Adequate support equipment shall be available such as pickup trucks, service trucks, tire trucks, and any other items of equipment necessary to provide the services as described within this contract. • Equipment shall have safety lighting and markings,appropriate for slow-moving vehicles,and any other devices or markings required by State law. • All vehicles used by the Contractor must be clearly identified with the name of the company on each side of the vehicle. • The quantity of equipment used by the Contractor shall be sufficient to perform the work required herein. 1.4. PRESERVATION OF PROPERTY The Contractor shall exercise due care to avoid injury to existing improvements,structures,utility facilities,adjacent property,trees,shrubbery,and motor vehicles. In the event of property damage, the Contractor shall notify the property owners and City within 24 hours of the time of occurrence. If such objects are injured or damaged by reason of the Contractor's operation, they shall be repaired at the Contractor's expense to a condition as good as when the Contractor entered upon the Work. Provided Services Roadway Weed Control Services Purchased Services Agreement Contract No. 24-042 Exhibit B: Scope of Work—3 Repairs to damaged property by the Contractor shall be made within 48 hours and in accordance with the appropriate regulations and permits issued by the City. 1.5. COMPLAINTS AND DEFICIENCIES All complaints and deficiencies,with regards to this Contract shall be addressed as soon as possible after notification,to the satisfaction of the City. The City will notify the Contractor by telephone, email, in writing, and/or other agreed upon methods of each matter. City notifications to the Contractor will include a description of the issue and location. 1.5.1. Complaints The Contractor shall investigate all City referred complaints within 24 hours and respond back to the City whether the complaint is valid and whether it is within the current Contract scope. If it is within the scope of this Contract and the situation does not meet current Specifications, then the complaint is a legitimate performance deficiency, and the Contractor shall immediately remedy the deficiency. Otherwise, the Contractor shall explain why the situation is not within the scope of this Contract. The City reserves the right to review the matter further and determine if the complaint is legitimate or not and if the matter is a performance deficiency of the Contractor or not. 1.5.2. Deficiencies All work deficiencies of Contractor shall be corrected within three (3) days of oral or written notification from the City unless noted otherwise in these Specifications. Should the scheduled work activity frequencies be less than three days, the schedule of work to be performed shall take precedent and the notice of non-conformance repair reduced accordingly. Written notification may be emailed,hand delivered or post mailed. As soon as the Contractor has corrected the listed deficiencies,the Contractor shall notify the designated City staff and request inspection of the corrective work. Deficiencies listed in the notice of deficiency shall not be considered as having been corrected until the designated City staff has inspected the site to verify that the listed deficiencies have been corrected and has approved the corrective work in writing. 1.5.3. Failure to Perform On the first occurrence of a noted deficiency, the Contractor will be notified in writing. Contractor shall respond within seven days with a written plan stating how compliance will be obtained. If the Contractor violates the same specification a second time,the City shall have the right to withhold payment of up to the estimated cost for the service which was scheduled for that day. If the Contractor violates the same specification three or more times, the City shall have the right to withhold payment of up to two times the estimated cost of service which was scheduled for the day of each violation. The Amount of penalty shall be determined by the Director or his designee. Provided Services Roadway Weed Control Services Purchased Services Agreement Contract No. 24-042 Exhibit B: Scope of Work—4 1.6. INSPECTIONS&REPORTING 1.6.1. City Inspections The City shall periodically and randomly inspect Contractor provided services to determine the level of quality. 1.6.2. Periodic Contractor Reporting The Contractor shall provide self-inspections and/or records of work it performs depicted in these Specifications for each period invoiced. 1.6.3. Annual Report The Contractor shall submit an Annual Report by November 15 each year that gives: • A description of new or existing problems and recommended remedies • Any recommendations for changes to Specifications that adds value to the City. Provided Services: Roadway Weed Control Services Purchased Services Agreement Contract No. 24-042 Exhibit B: Scope of Work—5 2. TECHNICAL SPECIFICATIONS—WEED CONTROL This Section describes the work to be performed and the technical specifications that must be adhered to for the work. This Specification applies to weed and vegetation control in all hard surfaced areas included under this Contract. The Contractor shall keep all areas included in this Contract weed and vegetation free. 2.1. CHEMICAL SPRAYING 2.1.1. Standard The following standards shall be adhered to for the work identified. • The Contractor shall keep all areas included in this Contract weed free. Noxious weeds shall be sprayed or removed from all locations. • All chemical spraying shall be in compliance with the state and federal pesticide applicators' requirements and guidelines including licensing. • The Contractor shall follow application rates and restrictions. • Where it is applicable,sprayed areas are to be posted. • Spraying shall not occur during windy, rainy or other climatic conditions known to reduce the effectiveness or safety of the product being applied. 2.1.2. Vegetation Free Areas Vegetation shall be sprayed and eradicated by the Contractor in the following areas of City- owned Arterial roadways and other areas as shown on the Exhibit Maps. • The crack between the pavement and curb. • The edge between the pavement and curb. • In cracks of sidewalks,curbs,medians,and other hard surfaced areas. • Between curbs,sidewalks,or pavement and traffic guardrails. • Between curbs,sidewalks or pavement and concrete traffic barriers. 2.1.3. Weed-Free Areas Weeds shall be sprayed and eradicated by the Contractor in the following areas of City- owned Arterial roadways and other areas as shown on the Exhibit Maps. • A foot wide strip along the bare edge of sidewalk (other side of the curb) when managed landscape is not present. 2.1.4. Schedule and Notice of Application Prior to each day of spray applications, the Contractor shall notify the City's personnel through email where,when,and what will be applied in the City right-of-way. This notice should coincide with daily or weekly work plans sent to the City per Section 1 of these Supplemental Requirements. The Contractor is required by law to notify chemically sensitive individuals on file with Washington State Department of Agriculture, where the residing property abuts the Provided Services. Roadway Weed Control Services Purchased Services Agreement Contract No. 24-042 Exhibit B: Scope of Work—6 roadway right-of-way or City property. Copies of a list of Pesticide Sensitive Individuals are mailed to each licensed applicator in January and June of each year from the Washington State Department of Agriculture. The Contractor shall supply documentation to the City indicating when and how chemically sensitive individuals were notified. The documentation shall be supplied to the City within 12 hours after the notification takes place,what the application is,and at what time the application occurred or will occur. 2.1.5. Approved Chemicals The City's approved Chemicals Approved List includes the following: • For hard surfacing: Round-up®with Surflan®pre-emergent(or approved equals). Other herbicides used in this Contract shall be from WSDOT's approved herbicide list. Please refer to WSDOT's webpage for additional information: • https://wsdot.wa.gov/construction-planning/protecting-environment/maintaining- vegetation-alon7our-highways/using-herbicides 2.1.6. Herbicide Safety When applying herbicides, the Contractor shall take precautions to avoid any impact on human and environmental health, and to ensure herbicides do not move off target. Applications shall be made only by trained and licensed employees following all state and federal regulations as well as all recommendations and restrictions given on the individual product labels as approved by the US Environmental Protection Agency. Provided Services Roadway Weed Control Services Purchased Services Agreement Contract No. 24-042 Exhibit B. Scope of Work—7 3. MEASUREMENT AND PAYMENT This Section describes the Unit Prices for Work to be performed by the Contractor including standards,measurement,and payment. 3.1. MEASUREMENT No specific measurement shall apply to the lump sum item for"Roadway Weed Control Services (Annual)". 3.2. PAYMENT The lump sum price for"Roadway Weed Control Services(Annual)"shall be full pay for all costs associated with the work, including materials, labor, and equipment necessary to complete the work. Provided Services: Roadway Weed Control Services Purchased Services Agreement Contract No. 24-042 Exhibit B: Scope of Work—8 FIGURE—WEED CONTROL SERVICES AREA See Next Page Provided Services: Roadway Weed Control Services Purchased Services Agreement Contract No. 24-042 Exhibit B: Scope of Work—9 City of Spokane Valley WEED CONTROL SERVICES 0 cl '-t--:..:- 4 Wellesley ve - o d ❑ w I tr [2 •• ,-- o Barker,Asphalt ,. Etnbtre WV�\ City of N m m Pathway ✓ Mirabeau Pkwy Spokaner. P Valley uclid Ay uclid Ave .Rater -n' ;ontg�mery Dr htanetta Ave � . N. •• ••.a Indiana Ave r r e . Mission Ave Misgjpn Ave i jl City of x a I �` `� Liberty Lake o s ti S `c � Broadway Ave + cr a Valle�vay Ave City of Spokane I S ra ue Ave 'a - -'� >s : >_�'>• :.--,Sprague Ave J _ N BO . %'._.r ./ Fo Ave rrFa Rh-Aye I APP\eGiaY ighth Ave V. Eighth Ave m pc ` c m r F m 4 c e• 161h Ave S Q 161h Ave �. \Sah w N r :r'h O. S -se.. -, N • r a -'i t 32nd Ave a r Spokane County - N ,, WEED CONTROL SERVICES g 44th Ave g Curbs/Roadway Edge(approx 170 miles) ••/\..... - Sidewalks(approx 135 miles) jey. Date: 2/5/2024 Spokane County,WA State Par,c,se.2mmrvvvwviv. Concrete Center Medians (approx 14 miles) Exhibit C - Cost Statement BID PROPOSAL CHECKLIST This Checklist and the documents listed below constitute a complete Bid Proposal. Failure to execute any of the following documents, or any addition, condition or limitation in writing to the form of the bid, not explicitly invited in the Bid Documents or Specifications may become cause for rejection of the bid as irregular. The BIDDER shall check each respective box indicating inclusion of each signed and dated item: [V] Bid Proposal Checklist [ L] Proposal Form [`✓] Certification of Compliance with Wage Payment Statutes [A Contractor's Administrative Information [✓] Bidder Qualification Statement [✓] Representations and Certifications The above forms have been included in the electronic submittal (PDF package), properly identified and delivered at the place and time described in the Notice to Contractors form. Signature: 4i-7Date: Z/ /C/ L Title: h clAbc Ate_ /714.'h fr.,_c...et.ct nG4,2 4 f e.— Company: C/tir-wAlt.' Suritlh•'k C. v.p City of Spokane Valley 1 Required Proposal Forms Roadway Weed Control Services Contract No.24-042 PROPOSAL FORM CONTRACT NUMBER: 24-042 PROJECT TITLE: Roadway Weed Control Services NAME OF FIRM SUBMITTING BID: C�-�Hcwc/ 5("��" 6/-.0 � �''G. Each bid shall constitute an offer to the City of Spokane Valley as outlined herein and no bidder may withdraw his bid after the hour set for the bid closing except under the conditions explained in the Information to Bidders Section. RECEIPT OF ADDENDA:Bidder acknowledges receipt of the following addenda by checking the box(es): 01 02 03 04 05 REJECTION: The City reserves the right to reject any or all proposals, portions or parts thereof and to waive all minor irregularities in bidding. Special attention will be directed to the qualifications of the bidders when considering awarding a contract. TIME TO COMPLETE: The services under this contract shall be completed by December 31,2023,or as amended for additional years. Each individual Work Order, and its completion date, will be negotiated separately. SCHEDULES: A Bidder must complete the entirety of the Bid Schedule. The undersigned hereby certifies that(he/they) (has/have)personally examined the location and details of work as outlined on the plans and specifications for the above project and(has/have) read thoroughly and understands the plans, specifications, and contract governing the work embraced in this improvement and the method by which payment will be made for said work and hereby proposes to undertake and complete the work embraced in this improvement in accordance with said plans, specifications, and contract in accordance with the unit prices provided below. The Bidder,to be considered responsible,shall provide in legible figures(not words)handwritten in ink or typed, a unit price (except Lump Sum items) and total for each of the items shown on the following schedules: Bid Schedule/Cost Statement ITEM ITEM DESCRIPTION UNITS TOTAL NO. 1 Roadway Weed Control Services(Annual) Lump Sum t.il 7 5 6 PS Signature: 7"''— Date: ZG/ZY Person/Entity Name: D /4/ e)- 74:4-° Company: C/c c.. .✓ 5,,,,.tyr1' Cr.49 ' c,,. City of Spokane Valley 2 Required Proposal Forms Roadway Weed Control Services Contract No.24-042 Spokane Valley CONTRACTOR CERTIFICATION WAGE LAW COMPLIANCE-RESPONSIBILITY CRITERIA WASHINGTON STATE PUBLIC WORKS CONTRACTS FAILURE TO RETURN THIS CERTIFICATION AS PART OF THE BID PROPOSAL PACKAGE WILL MAKE THIS BID NONRESPONSIVE AND INELIGIBLE FOR AWARD I hereby certify,under penalty of perjury under the laws of the State of Washington, on behalf of the firm identified below that,to the best of my knowledge and belief,this firm has NOT been determined by a final and binding citation and notice of assessment issued by the Washington State Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction to have willfully violated,as defined in RCW 49.48.082,any provision of RCW chapters 49.46,49.48,or 49.52 within three (3)years prior to the date of the Call for Bids. Bidder Name: C/�`�'��ei- �vm/-1"7 Cie,J/) Name or Contractor/Bidder—Print full legal entity name of firm By: J 26•✓ / `1-2 4e z-O Signature of authorized Print Name of person making certifications for firm Title: L-cfet4c�p-c- 411,4144-"— '1"ye..-- Place: �' 4i Title of person signing certificate Print city and state where signed Date: //‘ City of Spokane Valley 3 Required Proposal Forms Roadway Weed Control Services Contract No.24-042 CONTRACTOR'S ADMINISTRATIVE INFORMATION 1. PERSON/ENTITY a. Name as registered with the State of Washington: Cf .i'"e"'7L- 4' `` - b. Physical Address: /5Zo8" 7;- gyc i ie, 5/4 - /44. 7777/l c. Mailing Address including zip code: $'-.s.- d. Remit To Address including zip code: $t e. Telephone number including area code: 07 L Z f. Fax number including area code: sp J- yY ' 13 5'3 g. E-mail address for business correspondence: e/�+ ' /-1& h. Washington State Contractors License Number: CB,C42Sicto k N i. Federal Tax Identification Number: V- /57Z 613 j. Washington State UBI Number: k. State Industrial Account Identification Number: 4/7Z 313/ O/S I. City of Spokane Valley Business License Number: 1/Zc3 Z7Z 3 i3US (Business License not required for Bid,but will be required prior to Contract execution.) 2.INSURANCE COMPANY: a. Name of company: Mlii c.Z 7L Z,5c• u- $ b. Mailing Address including zip code: $/r P'Tod s�+tom; 17LO/ c. Insurance Agent Name: I tf441 541%1 f L/ d. Insurance Agent Telephone number including area code: 5-o2- 14 3- 0 3/S e. Insurance Agent Fax number including area code: sd f' 623 — /0 73 3. BONDING COMPANY: a. Surety Name: 7i A//1 c..).I' b. Surety Mailing Address including zip code: Pr2;ti .sr gtoo Sic' 444 9za/ c. Bonding Agent Name: d. Bonding Agent Mailing Address including zip code: 1/' 4". 2,Zzrr '. 4, 1$7o k.LN. r�. 99La/ e. Bonding Agent Telephone number including area code: 5-0 S' Z09 - L/E/Z f. Bonding Agent Fax number including area code: S -d S —3`/3 - 9SS 5 Signature: 1 ''/`-- i " Date: 0-4/zi Person/Entity Name: A(/'1 ` 7-"A 4-0 Company: C/G ,vc�+-/ 5V'1i4 ynG. City of Spokane Valley 4 Required Proposal Forms Roadway Weed Control Services Contract No.24-042 BIDDER QUALIFICATION STATEMENT The following statements of experience,personnel, equipment, and general qualifications of the Bidder are submitted with the assurance that the owner can rely on its accuracy and truthfulness. If more space is required for your answers, please attach a continuation sheet(s) to the corresponding bid response page referencing the item number. 1.The company has been in business continuously from(month and year) f J,Uq/7 /,t5 2.The company has had experience comparable to that required under the proposed contract: a.As a prime contractor for /0 years. b. As a subcontractor for /(//4 years. 3. The following is a partial list of work completed that was on an order of magnitude equal to or greater in scope and complexity to that required under the proposed contract. Year Owner&Person to contact Phone No. Location Contract Value Loaf..,z.2Z3 571v k- df-/h /51LJ-/' $ i-NO—VIZ- .iL.14 1 g"4 17 5: 4. A list of supervisory personnel currently employed by the Bidder and available for work on the project (Manager,principal foreman,superintendents and engineers)is as follows: Years of Name Title Experience ',waft. lr44 J-4Jsc /'/brw wf►- 11/4t *— /G 5. Please attach a resume of the qualifications,previous employers, and experience of the project manager who is proposed to be assigned to the project. If a resume is not included in the bid documents the bidder agrees to furnish a resume within 24 hours of notice by the City. 6.Following is a listing of all projects the company has undertaken in the last five years,which have resulted in: a.Arbitration or litigation. b.Claims or violations being filed by the Federal Government or the Washington State Departments of L&I,Employment Security or Revenue. c.Liens being filed by suppliers or subcontractors. L. Person/Entity Name: 1)14-4e14/ 4 l'!-1.) Signature Of Bidder: l's"---- Company: 0--cc�-w..h.- .5:-fr...-1-1-L 6+i ,HNC. Date: 24C/ y City of Spokane Valley 5 Required Proposal Forms Roadway Weed Control Services Contract No.24-042 REPRESENTATIONS AND CERTIFICATIONS Pursuant to RCW 9A.72.085, I 0/44i.i / tLO declare under penalty of perjury under the laws of the State of Washington that the following Representations and Certifications,. // are true and correct: REPRESENTATION: I am theGt(77� pr. (position)for (,1��,,, ,��- .S3.,w (company name), (hereinafter "Firm"), and have been duly authorized to make all such representations and certifications herein on behalf of the Firm. Any reference herein to"I,""me,"or"we"means the Firm. ANTI-KICKBACK REPRESENTATION: No officer or employee of the City of Spokane Valley,having the power or duty to perform an official act or action related to this submittal,has,nor will they acquire any interest in this submittal, or have solicited, accepted or granted a present or future gift, favor, service, or other thing of value from or to any person involved in this submittal. REPRESENTATION: In submitting this bid I represent that the bid documents have been read and understood, that the site has been visited and or that I have become familiarized with the local conditions under which the work is to be performed,that by signature of this proposal I acknowledge all requirements and that I or authorized representatives of the Firm have signed all certificates contained herein. REPRESENTATION: In submitting this bid I acknowledge and agree to the requirements and conditions applicable to bid deposits in the form of a cash bid deposit or surety bond bid deposit. NON-COLLUSION: That the Firm and all associated members,officers,and employees of such Firm have not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with the project for which this bid is submitted. I CERTIFY that pursuant to RCW 39.04.350(1)(d)and RCW 39.06.010,no final determination of violation of RCW 50.12.070(1)(b), 50.16.070(1)(b), or 82.32.070(1)(b) has been made by the Washington State Departments of Employment Security, Labor And Industries or Revenue respectively dated within two years of the date of the closing of this bid. I understand further that no bid may be submitted,considered or contract awarded for a public work to any person or entity that has a determination of violation of the above referenced statutes within two years from the date that a violation is finally determined and the date of this bid closing. I CERTIFY that the Firm is not in violation of RCW 39.04.350(l)(d) and RCW 39.12.065(3)with regard to payment of prevailing wages. I CERTIFY that pursuant to RCW 39.04.350(1)(g),in the three-year period immediately preceding the date of the bid solicitation,no final and binding citation and assessment has been issued by the Department of Labor and Industries and no civil judgment has been entered by a court of limited or general jurisdiction for any willful violation of chapters 49.46,49.48,or 49.52 RCW. I CERTIFY that pursuant to RCW 39.04.350(1)(f),all necessary members,officers, and employees of the Firm have: City of Spokane Valley 6 Required Proposal Forms Roadway Weed Control Services Contract No.24-042 CHECK ONE: Completed the appropriate training on prevailing wage and public works requirements prior to contract award;or Completed three or more public works projects and has held a valid Washington business for t ee or more years A copy of evidence of such training or exemption from the Department of Labor and Industries has been attached to this Representation and Certification Form. I CERTIFY that pursuant to RCW 39.06.020, if selected, I will verify the responsibility criteria for all subcontractors as set forth in RCW 39.04.350(1). I CERTIFY that to the best of my knowledge the information contained in this proposal is accurate and complete and that I have the legal authority to commit this Firm to a contractual agreement. I realize the final funding for any service is based upon budget levels and the approval of the City of Spokane Valley. I CERTIFY that by signing the signature page of this bid, I am deemed to have signed and have agreed to the provisions of this declaration. Name: /)42,.21 h/ `4/2p/G4.19 /..- 7Person/entity submitting bid(print) Signature: �/ --- Title: 11.64 di54 rj//-e- /Zk,, Gvc _,_ /174,.c4/-c— Date: ?i/ 4 V Place Signed: 5/g7L— 1/4-//67 Itel City of Spokane Valley 7 Required Proposal Forms Roadway Weed Control Services Contract No.24-042 ��', CLEASUM-01 KBOWENI ACORO DATE(MM/OD/YYYY) I`____.., CERTIFICATE OF LIABILITY INSURANCE 3/15/2024 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 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 the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME; Hub International Northwest LLC (Arco,No,Est):(509)747-3121 I FAX 509 623-1073 PO Box 3144 lac,No):( ) Spokane,WA 99220 E-MAIL oRI�ss;nowspkinfo@hubinternational.com INSURERIS)AFFORDING COVERAGE NAIC II INSURER A:Middlesex Insurance Company 23434 INSURED INSURER8:Idaho State Insurance Fund 36129 _ Clearwater Summit Group,Inc. INSURER c:Underwriters at Lloyd's London 15792 19208 E Broadway Ave INSURER 0: Spokane Valley,WA 99016 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 SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSO wVD IMMIDD/YYYYI IMMIDD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR A0235072004 12/22/2023 12/22/2024 DAMAGE TG RENTED 100,000 X X PREMISES(Ea occunencet 5 MED EXP(Any one person) $ 5'000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY I X 13E0 LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER Stop Gap $ 1,000,000 COMBINED SINGLE LIMIT 1,000,000 A AUTOMOBILE LIABILITY (Ea accident) S X ANY AUTO A0235072001 12/22/2023 12/22/2024 BODILY INJURY(Per person) $ OWNED SCHEDULED _ AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ _ HIREDT ONLY _ AUUTOS ONEYY PROPERTY DAMAGE (Per accident)) $ $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE S 5,000,000 EXCESS LIAB CLAIMS-MADE A0235072005 12/22/2023 12/22/2024 AGGREGATE S 5,000,000 DED X RETENTIONS 10,0001 S B AND EMPLOYERS'LIABILIITN'Y X STATUTE OTH- ER I N 621690 12/22/2023 12/22/2024 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE NIA E.L.EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? 1,ODO,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S If yes.describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S C Professional Liabili ANE419642023 12/22/2023 12/22/2024 Ded:$10,000 2,000,000 C Pollution!Environm ANE419642023 12/22/2023 12/22/2024 Ded:$10,000 2,000,000 1 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Spokane Valley and any other party as required by written contract,are included as Additional Insured as respects the ongoing and completed operations of the Named Insured,as required by written contractor agreement.Coverage is primary non-contributory;Waiver of Subrogation and Per Project Aggregate apply.See attached forms. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, City of Spokane Valley ACCORDANCE WITH THE POLICY PROVIS ONSCE WILL BE DELIVERED IN 10210 E Sprague Avenue Spokane,WA 99206 AUTHORIZED REPRESENTATIVE Al ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 71 25 06 22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS BLANKET ADDITIONAL INSUREDS, PRIMARY & NONCONTRIBUTORY, WAIVER OF SUBROGATION This endorsement modifies the coverage provided under the following Coverage Form(s): COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Coverage enhancements are listed below. For details of each coverage, please read the corresponding policy provisions in the body of this endorsement. 1. Additional Insureds-Automatic Status for 13 Additional Insured Types A. Owners, Lessees Or Contractors-Automatic Status When Required In A Written Construction Agreement With You B. Owners, Lessees Or Contractors -Automatic Status When Required In Written Construction Agreement With You (Completed Operations) C. State or Governmental Agency or Subdivision or Political Subdivision - Permits or Authorizations D. Lessor of Leased Equipment E. Owners or Other Interests From Whom Land Has Been Leased F. Manager or Lessor of Premise G. Mortgagee, Assignee, or Receiver H. Controlling Interest I. Co-owner Of Insured Premises J. Executors, Administrators,Trustees Or Beneficiaries K. State Or Governmental Agency Or Subdivision Or Political Subdivision- Permits Or Authorizations Relating To Premises L. Vendors M. Grantor of Franchise 2. Primary and Noncontributory-Other Insurance Condition 3. Waiver Of Transfer Of Rights Of Recovery Against Others To Us (Waiver Of Subrogation)- Automatic With respect to the coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. 1. Additional Insureds - Automatic Status for 13 A. Owners, Lessees Or Contractors - Additional Insured Types Automatic Status When Required In A Section II - Who Is An Insured is amended to Written Construction Agreement With You include the following as additional insureds when 1) A person or organization with respect to you have agreed to add that person or liability for "bodily injury", "property organization as an Additional Insured on your damage" or "personal and advertising policy in a written contract or written agreement injury" caused, in whole or in part, by: with that person or organization, or because of a a. Your acts or omissions; or permit issued by a state or political subdivision; b. The acts or omissions of those acting provided the injury or damage occurs subsequent to the execution of the contract or agreement or on your behalf; issuance of the permit and while the contract, in the performance of your ongoing agreement or permit remains in effect. operations for the additional insured. CG 71 25 06 22 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 5 A0235072 with its permission. 12/18/2023 Middlesex Insurance Company 1 00003 0000000000 23352 0 N c1e28831-e971-45b5-89a2-112101244167 A person's or organization's status as an B. Owners, Lessees Or Contractors - additional insured under this endorsement Automatic Status When Required In Written ends when your operations for that Construction Agreement With You additional insured are completed. (Completed Operations) 2) With respect to the insurance afforded to 1) Any person(s) or organization(s) with these additional insureds, the following respect to liability for "bodily injury" or additional exclusions apply: "property damage" caused, in whole or in This insurance does not apply to: part, by "your work" performed for that a. "Bodily injury", "property damage" or additional insured and included in the "personal and advertising injury" arising products-completed operations hazard", but only when that portion of the out of the rendering of, or the failure to "products-completed operations hazard" is render, any professional architectural, engineering or surveying services, not excluded by endorsement. including: 2) With respect to the insurance afforded to 1. The preparing, approving, or failing these additional insureds, the following to prepare or approve, maps, shop additional exclusion applies: drawings, opinions, reports, This insurance does not apply to: surveys, field orders, change orders "Bodily injury" or "property damage" or drawings and specifications; or arising out of the rendering of, or the failure 2. Supervisory, inspection, to render, any professional architectural, architectural or engineering engineering or surveying services, activities. including: This exclusion applies even if the claims a. The preparing, approving, or failing to against any insured allege negligence or prepare or approve, maps, shop other wrongdoing in the supervision, drawings, opinions, reports, surveys, hiring, employment, training or field orders, change orders or drawings monitoring of others by that insured, if and specifications; or the "occurrence" which caused the b. Supervisory, inspection, architectural or "bodily injury" or"property damage", or engineering activities. the offense which caused the "personal This exclusion applies even if the claims and advertising injury", involved the against any insured allege negligence or rendering of or the failure to render any other wrongdoing in the supervision, hiring, professional architectural, engineering employment, training or monitoring of or surveying services. others by that insured, if the "occurrence" b. "Bodily injury" or "property damage" which caused the "bodily injury" or occurring after: "property damage" involved the rendering 1. All work, including materials, parts of or the failure to render any professional or equipment furnished in architectural, engineering or surveying connection with such work, on the services. project (other than service, C. State or Governmental Agency or maintenance or repairs) to be Subdivision or Political Subdivision - performed by or on behalf of the Permits or Authorizations additional insured(s) at the location Any state or governmental agency or of the covered operations has been subdivision or political subdivision, subject to completed; or the following provisions: 2. That portion of "your work" out of 1) This insurance applies only with respect to which the injury or damage arises operations performed by you or on your has been put to its intended use by behalf for which the state or governmental any person or organization other agency or subdivision or political than another contractor or subdivision has issued a permit or subcontractor engaged in performing operations for a principal authorization. as a part of the same project. 2) This insurance does not apply to: Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc., CG 71 25 06 22 A0235072 with its permission. 12/18/2023 Middlesex Insurance Company a. "Bodily injury", "property damage" or F. Manager or Lessor of Premise "personal and advertising injury' arising Any person(s) or organization(s) with respect out of operations performed for the to liability for "bodily injury", "property federal government, state or damage" or "personal and advertising injury" municipality; or caused, in whole or in part, by you or those b. "Bodily injury" or "property damage" acting on your behalf in connection with the included within the ownership, maintenance or use of that part of "products-completed operations the premises leased to you by the additional hazard". insured person(s)or organization(s), subject to D. Lessor of Leased Equipment the following additional exclusions: 1) Any person(s) or organization(s) with This insurance does not apply to: respect to liability for "bodily injury", 1) Any "occurrence" which takes place after "property damage" or "personal and you cease to be a tenant in that premises. advertising injury" caused, in whole or in 2) Structural alterations, new construction or part, by your maintenance, operation or demolition operations performed by or on use of equipment leased to you by such behalf of the person(s) or organization(s) person(s) or organization(s). shown in the Schedule. 2) With respect to the insurance afforded to G. Mortgagee, Assignee, or Receiver these additional insureds, this insurance does not apply to any "occurrence" which Any person(s) or organization(s) with respect takes place after the equipment lease to their liability as mortgagee, assignee or expires. receiver and arising out of the ownership, E. Owners or Other Interests From Whom maintenance or use of a premises by you. Land Has Been Leased This insurance does not apply to structural or organization(s) with alterations, new construction and demolition 1) Any person(s) respect to liability for "bodily injury", operations performed by or for such additional "property damage" or "personal and insured person(s) or organization(s). advertising injury" caused, in whole or in H. Controlling Interest part, by you or those acting on your behalf 1) Any person(s) or organization(s) with in connection with the ownership, respect to their liability arising out of: maintenance or use of that part of the land a. Their financial control of you; or leased to you by the additional insured person(s) or organization(s). b. Premises they own, maintain or control 2) With respect to the insurance afforded to while you lease or occupy these these additional insureds, the following premises. additional exclusions apply: 2) This insurance does not apply to structural This insurance does not apply to: alterations, new construction and demolition operations performed by or for a. Any "occurrence" which takes place that person or organization. after you cease to lease that land; I. Co-owner Of Insured Premises b. Structural alterations, new construction Any person(s) or organization(s) with respect or demolition operations performed by to their liability as co-owner of a premises or on behalf of the additional insured co-owned by you and covered under this person(s)or organization(s). insurance. J. Executors, Administrators, Trustees Or Beneficiaries Any executor, administrator, trustee or beneficiary of your estate or living trust while acting within the scope of their duties as such. CG 71 25 06 22 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 5 A0235072 with its permission. 12/18/2023 Middlesex Insurance Company 3 00003 0000000000 23352 0 N c1e28831-e971-45b5-89a2-1(2f01244167 K. State Or Governmental Agency Or 1) "Bodily injury" or "property damage" for Subdivision Or Political Subdivision - which the vendor is obligated to pay Permits Or Authorizations Relating To damages by reason of the assumption of Premises liability in a contract or agreement. This Any state or governmental agency or exclusion does not apply to liability for subdivision or political subdivision, subject to damages that the vendor would have in the the following additional provision: absence of the contract or agreement; This insurance applies only with respect to the 2) Any express warranty unauthorized by you; following hazards for which the state or 3) Any physical or chemical change in the governmental agency or subdivision or product made intentionally by the vendor; political subdivision has issued a permit or 4) Repackaging, except when unpacked authorization in connection with premises you solely for the purpose of inspection, own, rent or control and to which this demonstration, testing, or the substitution insurance applies: of parts under instructions from the 1) The existence, maintenance, repair, manufacturer, and then repackaged in the construction, erection or removal of original container; advertising signs, awnings, canopies, cellar 5) Any failure to make such inspections, entrances, coal holes, driveways, adjustments, tests or servicing as the manholes, marquees, hoist away openings, vendor has agreed to make or normally sidewalk vaults, street banners or undertakes to make in the usual course of decorations and similar exposures; or business, in connection with the 2) The construction, erection or removal of distribution or sale of the products; elevators;or 6) Demonstration, installation, servicing or 3) The ownership, maintenance or use of any repair operations, except such operations elevators covered by this insurance. performed at the vendor's premises in L. Vendors connection with the sale of the product; 1) Any person(s)or organization(s) (referred to 7) Products which, after distribution or sale throughout this endorsement as vendor), by you, have been labeled or relabeled or but only with respect to liability for "bodily used as a container, part or ingredient of injury" or "property damage" arising out of any other thing or substance by or for the "your products" which are distributed or vendor; or sold in the regular course of the vendor's 8) "Bodily injury" or "property damage" business. arising out of the sole negligence of the However: vendor for its own acts or omissions or those of its employees or anyone else a. The insurance afforded to such vendor acting on its behalf. However, this only applies to the extent permitted by exclusion does not apply to: law; and (1)The exceptions contained in b. If coverage provided to the vendor is Subparagraphs d.or f.;or required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. 2) With respect to the insurance afforded to these vendors, the following additional exclusions apply: a. The insurance afforded the vendor does not apply to: Page 4 of 5 Includes copyrighted material of Insurance Services Office, Inc., CG 71 25 06 22 A0235072 with its permission. 12/18/2023 Middlesex Insurance Company (2) Such inspections, adjustments,tests or This endorsement shall not increase the servicing as the vendor has agreed to applicable limits of insurance. make or normally undertakes to make in If there is any difference in coverage afforded the usual course of business, in to an additional insured in this endorsement connection with the distribution or sale and that provided under another additional of the products. insured endorsement attached to this policy, b. This insurance does not apply to any the broader coverage will apply to that insured person or organization, from whom additional insured. you have acquired such products, or any 2. Primary And Noncontributory Insurance ingredient, part or container, entering into, accompanying or containing such The following is added to the Other Insurance products. Condition and supersedes any provision to the M. Grantor of Franchise contrary: This insurance is primary to and will not seek Any person(s) or organization(s) with respect contribution from any other insurance available to to their liability as grantor of a franchise to you. an additional insured under your policy provided However: that: 1.The insurance afforded to such additional (1)The additional insured is a Named Insured insureds only applies to the extent permitted under such other insurance;and by law; and (2)You have agreed in writing in a contract or 2. If coverage provided to the additional insured is agreement that this insurance would be required by a contract or agreement, the primary and would not seek contribution from insurance afforded to such additional insured any other insurance available to the additional will not be broader than that which you are insured. required by the contract or agreement to 3. Waiver Of Transfer Of Rights Of Recovery provide for such additional insured. Against Others To Us(Waiver Of Subrogation)- With respect to the insurance afforded to Automatic these additional insureds, the following is The following is added to Paragraph 8. Transfer added to Section III-Limits Of Insurance: Of Rights Of Recovery Against Others To Us of If coverage provided to the additional insured Section IV-Conditions: is required by a contract or agreement, the We waive any right of recovery against any most we will pay on behalf of the additional person or organization, because of any payment insured is the amount of insurance: we make under this Coverage Part, to whom the 1. Required by the contract or agreement; or insured has waived its right of recovery in a 2. Available under the applicable limits of written contract or agreement. Such waiver by us insurance; applies only to the extent that the insured has waived its right of recovery against such person whichever is less. or organization prior to loss. CG 71 25 06 22 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 5 A0235072 with its permission. 12/18/2023 Middlesex Insurance Company 5 00003 0000000000 23352 0 N c1e28831-e971-4505-89a2-52101244167 COMMERCIAL GENERAL LIABILITY CG71180620 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EACH CONSTRUCTION PROJECT GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Policy Maximum Each Construction Project General Aggregate Limit: Not Applicable Designated Construction Project(s):All construction projects away from premises owned by or rented to the Insured Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. For all sums which the insured becomes legally b. Claims made or"suits" brought; or obligated to pay as damages caused by c. Persons or organizations making claims or "occurrences" under Section I - Coverage A, bringing "suits". and for all medical expenses caused by accidents under Section I - Coverage C, which can be 4. Subject to Paragraph 2.above,any payments attributed only to ongoing operations at a single made under Coverage A for damages or designated construction project shown in the under Coverage C for medical expenses shall Schedule above: reduce the Each Construction Project General Aggregate Limit for that designated 1. Subject to Paragraph 2. below, a separate construction project. Such payments shall not Each Construction Project General reduce the General Aggregate Limit shown Aggregate Limit applies to each designated in the Declarations nor shall they reduce any construction project, and that limit is equal to other Each Construction Project General the amount of the General Aggregate Limit Aggregate Limit for any other designated shown in the Declarations. construction project shown in the Schedule 2. If shown in the Schedule, the Policy above. Maximum Each Construction Project 5. Subject to Paragraph 2. above, the limits General Aggregate Limit is the most we will shown in the Declarations for Each pay for the sum of all damages paid under all Occurrence, Damage To Premises Rented Each Construction Project General To You and Medical Expense continue to Aggregate Limits included in this policy. apply. However, instead of being subject to 3. Subject to Paragraph 2. above, the Each the General Aggregate Limit shown in the Construction Project General Aggregate Declarations, such limits will be subject to the Limit is the most we will pay for the sum of all applicable Each Construction Project damages under Coverage A, except damages General Aggregate Limit. because of "bodily injury" or "property damage" included in the "products-completed operations hazard", and for medical expenses under Coverage C regardless of the number of: a. Insureds; CG 71 18 06 20 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 2 A0235072 with its permission. 12/18/2023 Middlesex Insurance Company 1 00001 0000000000 23352 0 N c8646b83-5b23-40c5-aa15-5c10fe0e1719 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 shown in the Schedule above: 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 Each Construction Project General Aggregate Limit provided under this policy. 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 any Each Construction Project General Aggregate Limit provided under this policy. D. If the applicable designated 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. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., CG 71 18 06 20 A0235072 with its permission. 12/18/2023 Middlesex Insurance Company ,sent POLICY NUMBER: A0235072001 ` ADDITIONAL INTEREST SUPPLEMENTAL DECLARATIONS The following additional interests apply to this policy. Any person or organization you are required to add as an additional insured under a written contract or written agreement in effect prior to any loss or damage. 19208 E Broadway Ave Spokane Valley, WA 99016-8577 CA 76 01 06 15 Designated Insured - Primary and Noncontributory - Covered Autos Liability Coverage Any person or organization from whom you are required to waive your right to recover under a written contract or agreement in effect prior to any loss or damage. 19208 E Broadway Ave Spokane Valley, WA 99016-8577 CA 04 44 10 13 Waiver Of Transfer Of Rights Of Recovery Against Others To Us (Waiver Of Subrogation) CA 89 0410 14 Page 1 of 1 A0235072 12/18/2023 Middlesex Insurance Company 1 00001 0000000000 23352 0 N 111123e0-2ae4-4693-981d-b1b02ca15007 POLICY NUMBER:A0235072005 COMMERCIAL EXCESS/UMBRELLA EU70910515 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF OTHER INSURANCE CONDITION This endorsement modifies the coverage provided under the following: COMMERCIAL EXCESS/UMBRELLA COVERAGE PART With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE Name Of Person Or Organization: Any Additional Insured as required by written contract or written agreement executed prior to loss (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The following is added to Paragraph H. Other (4) Affords indemnification and/or defense of Insurance of Section IV-Conditions: the designated person or organization to 1. This insurance is primary to and will not seek the extent permitted by law. contribution from any other insurance available 2. This condition does not apply to: to the person or organization shown in the a. Other insurance, not included in Paragraph 1. Schedule above, provided that such designated above, that may be available to the person or organization: designated person or organization outside of a. Is identified as an additional insured in the your written contract or agreement; or "underlying insurance"; b. Liability which: b. Is a Named Insured under such other (1) May attach to the designated person or insurance; and organization and is not assumed by your c. Has agreed with you in a written contract or written contract or agreement; or agreement that: (2) Is assumed by the designated person or (1) Is signed and effective prior to an organization under any other written "occurrence" to which this insurance contract assuming the obligations of applies; another. (2) This insurance would be primary and would not seek contribution from such other insurance identified in Paragraphs 1.a.and 1.b.above; (3) Agrees to indemnify or defend the designated person or organization for liability and damages covered by the "underlying insurance"; and EU 70 91 05 15 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 A0235072 with its permission. 12/18/2023 Middlesex Insurance Company 1 00001 0000000000 23352 0 N 23194e54-8887-4cb5-bb54-2bb7a98fb033 POLICY NUMBER: COMMERCIAL INLAND MARINE CM 71 53 09 23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. REPLACEMENT COST - WASHINGTON This endorsement modifies the coverage provided under the following: Contractors Equipment Coverage Form With respect to the coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. The following amends the meaning of Replacement Cost under Additional Condition, Paragraph 3. Valuation: "Replacement cost is the cost to replace Covered Property at the time of loss or damage without deduction for depreciation" means new property of comparable material, quality, of similar size and capabilities, and used for the same purpose (without deduction for depreciation). CM 71 53 09 23 Page 1 of 1 A0235072 12/18/2023 Middlesex Insurance Company 1 00001 0000000000 23352 0 N c92fa07d41e2.470e•adOc-a3c62abb44a1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEDUCTIBLE LIABILITY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE COVERAGE Amount and Basis of Deductible PER CLAIM or PER OCCURRENCE Bodily Injury Liability $ $ OR Property Damage Liability $ $ s o 0 OR Bodily Injury Liability and/or Property Damage Liability Combined $ $ (If no entry appears above, information required to complete this endorsement will be shown in the Declara- tions as applicable to this endorsement.) APPLICATION OF ENDORSEMENT (Enter below any limitations on the application of this endorsement. If no limitation is entered, the deductibles apply to damages for all "bodily injury" and "property damage", how- ever caused): Combined, to all damages sustained A. Our obligation under the Bodily Injury Liability by any one person because of: and Property Damage Liability Coverages to pay damages on your behalf applies only to (1) "Bodily injury"; the amount of damages in excess of any de- ductible amounts stated in the Schedule (2) "Property damage";or above as applicable to such coverages. (3) "Bodily injury" and "property B. You may select a deductible amount on either damage"combined a per claim or a per "occurrence" basis. Your as the result of any one "occurrence". selected deductible applies to the coverage option and to the basis of the deductible indi- If damages are claimed for care, loss of cated by the placement of the deductible services or death resulting at any time amount in the Schedule above. The deducti- from "bodily injury", a separate deductible ble amount stated in the Schedule above ap- amount will be applied to each person plies as follows: making a claim for such damages. 1. PER CLAIM BASIS. If the deductible With respect to "property damage", per- amount indicated in the Schedule above son includes an organization. is on a per claim basis, that deductible applies as follows: 2. PER OCCURRENCE BASIS. If the de- ductibleSched- a. Under BodilyInjuryLiabilityCover- amount indicated in the ule above is on a "per occurrence" basis, age, to all damages sustained by that deductible amount applies as follows: any one person because of "bodily injury"; a. Under Bodily Injury Liability Cover- er Damage Liabilityage, to all damages because of b. Under Property 9 "bodily injury"; Coverage, to all damages sustained by any one person because of b. Under Property Damage Liability "property damage";or Coverage, to all damages because c. Under Bodily Injury Liability and/or of"property damage"; or Property Damage Liability Coverage c. Under Bodily Injury Liability and/or Property Damage Liability Coverage CG 03 00 01 96 Copyright, Insurance Services Office, Inc., 1994 Page 1 of 2 Combined, to all damages because 1. Our right and duty to defend the insured of: against any "suits" seeking those dam- ages; and (1) "Bodily injury"; 2. Your duties in the event of an "occur- (2) "Property damage";or rence",claim, or"suit" (3) "Bodily injury" and "property apply irrespective of the application of the de- damage"combined ductible amount. as the result of any one "occur- D. We may pay any part or all of the deductible rence", regardless of the number of amount to effect settlement of any claim or persons or organizations who sus- "suit" and, upon notification of the action tarn damages because of that "oc- taken, you shall promptly reimburse us for currence". such part of the deductible amount as has C. The terms of this insurance, including those been paid by us. with respect to: CG 03 00 01 96 Copyright, Insurance Services Office, Inc., 1994 Page 2 of 2 U W520 S 1 IDAHO WORKERS' ...2 COMPENSATION Policy Number:621690 -07/01/2022 INSURED Agent: 842 Clearwater Summit Group Inc Hub International Northwest LLC PO Box 6470 PO Box 3144 Spokane,WA 99217 Spokane, WA 99220-3144 (509) 747-3121 ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY TO WHICH IT IS ATTACHED AND IS EFFECTIVE ON THE DATE ISSUED UNLESS OTHERWISE STATED 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 1.Waiver Type f Specific Waiver/Specific Job in Favor of: Job Description: OR I5< Blanket Waiver Any person or organization for whom the named insured has agreed by written contract to furnish this waiver. 2. Premium The premium charge for this endorsement shall be$250.00 for a specific waiver and$250.00 for a blanket waiver. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective:07/01/2022 Policy No: 621690 Endorsement No. Insured: Clearwater Summit Group Inc Premium $250.00 Insurance Company:State Insurance Fund WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY WC000313 0 Copyright 2018 National Council on Compensation Insurance,Inc.All Rights Reserved. PO Box 8372o a Boise,ID 83720-0044 0 208-332-21o0 n www.idahosif.org HISCOX PR General Contractors Professional Liability Coverage Part I. Insuring agreements — What is covered Professional liability A. We will pay up to the Professional Liability coverage part limit stated in the Declarations for damages and claim expenses in excess of the retention for covered claims against you alleging a negligent act, error,or omission in your professional services performed by you or on your behalf on or after the retroactive date,provided the claim is first made against you during the policy period and is reported to us in accordance with Section V. Your obligations. Protective indemnity B. We will pay up to the Protective Indemnity limit stated in the Declarations for protective indemnity loss in excess of the retention resulting from any negligent act,error,or omission based upon or arising out of a design professional's performance of or failure to perform services for you or on your behalf in connection with your performance of professional services, provided: 1. the design professional's services are rendered on or after the retroactive date and before the expiration of the policy period; 2. you requested and received written confirmation prior to the negligent act,error, or omission that the design professional had in place professional liability insurance coverage that would apply to any negligent act, error,or omission arising out of the services performed; 3. you initiate a written demand or lawsuit against the design professional during the policy period and it is reported to us in accordance with Section V.Your obligations; and 4. you have taken all reasonable steps to pursue the written demand or lawsuit and obtain recovery of all amounts to which you are legally entitled from the design professional and under any insurance or contractual indemnity available to such design professional. Any payment we make under this Insuring agreement B.will be a part of, and not in addition to, the coverage part limit. Contractors pollution liability C. 1. Contractors pollution: We will pay up to the Contractors Pollution Liability limit stated in the Declarations for damages, claim expenses, clean-up costs, and restoration costs in excess of the retention for covered claims against you alleging a pollution condition,provided the claim: a. arises out of your performance of construction activities or transportation on or after the retroactive date;and b. is first made against you during the policy period and is reported to us in accordance with Section V.Your obligations. Any payment we make under this Insuring agreement C.1.will be a part of,and not in addition to, the coverage part limit. 2. Mold liability: We will pay up to the Mold Liability limit stated in the Declarations for damages and claim expenses in excess of the retention for covered claims against you alleging a mold condition, provided the claim: a. arises out of your performance of construction activities on or after the retroactive date;and b. is first made against you during the policy period and is reported to us in accordance with Section V.Your obligations. Any payment we make under this Insuring agreement C.2.will be a part of,and not in addition to,the Contractors Pollution Liability limit stated in the Declarations. WCLANE P0006 CW(10/19) Page 1 of 14 HISCOX PRO" General Contractors Professional Liability Coverage Part 3. Non-owned disposal sites: We will pay up to the Non-Owned Disposal Sites limit stated in the Declarations for damages and claim expenses in excess of the retention for covered claims against you alleging a pollution condition that occurred at, or migrated from, any non- owned disposal site or during transportation to or from any such site,provided the claim: a. arises from waste generated by your performance of construction activities on or after the retroactive date; and b. is first made against you during the policy period and is reported to us in accordance with Section V. Your obligations. Any payment we make under this Insuring agreement C.3.will be a part of,and not in addition to,the Contractors Pollution Liability limit stated in the Declarations. II. Coverage enhancements and sublimits Enhancements and sublimits applicable to the entire We will also make the following payments,provided you report such matters to us in accordance Coverage Part with Section V.Your obligations: Rectification expenses A. We will pay up to the Rectification Expenses limit stated in the Declarations for rectification expenses,provided: 1. the design defect is made by you or on your behalf in the course of your professional services on or after the retroactive date;and 2. you first become aware of the design defect during the policy period. If such design defect results in a claim against you: a, we will not pay any rectification expenses related to such design defect after the claim is made; and b. our obligation to pay any damages and claim expenses resulting from such claim will be reduced by the amount of rectification expenses we paid before the claim was made. You must pay the retention stated in the Declarations in connection with any payment we make under this subsection A,and any payments we make will be a part of, and not in addition to, the coverage part limit. Emergency pollution response B. We will pay up to the Contractors Pollution Liability limit stated in the Declarations for costs emergency response costs, provided such emergency response costs: 1. result from your performance of construction activities on or after the retroactive date;and 2. are incurred during the policy period and within seven days from the discovery of the pollution condition. You must pay the retention stated in the Declarations in connection with any payment we make under this subsection B,and any payments we make will be a part of,and not in addition to,the Contractors Pollution Liability limit stated in the Declarations. Crisis management C. We will pay up to the Crisis Management limit stated in the Declarations for the reasonable and necessary fees, costs,and expenses you incur with our prior written consent for a public relations firm to assist you in responding to a crisis management event,provided the crisis management event occurs during the policy period and it relates to your professional services performed on or after the retroactive date. WCLANE P0006 CW(10/19) Page 2 of 14 HIsCOX PROTM General Contractors Professional Liability Coverage Part You must pay the retention stated in the Declarations in connection with any payment we make under this subsection C,and any payments we make will be a part of,and not in addition to,the coverage part limit. Media and advertising D. We will pay up to the Media and Advertising Activities limit stated in the Declarations for activities coverage damages and claim expenses for any media activities claim against you,provided the claim is first made against you during the policy period and it relates to your professional services performed on or after the retroactive date. You must pay the retention stated in the Declarations in connection with any payment we make under this subsection D,and any payments we make will be a part of, and not in addition to,the coverage part limit. Additional payments We will also make the following payments,provided you report such matters to us in accordance with Section V.Your obligations. No retention will apply to amounts we pay under the following subsections,and such amounts will be in addition to,and not part of, the coverage part limit. Defense of licensing E. We will pay up to the Defense of Licensing Proceedings limit stated in the Declarations for proceedings the reasonable and necessary fees,costs,and expenses incurred with our prior consent in the investigation,defense,or appeal of any state,federal,or other licensing board inquiry or proceeding concerning your eligibility or license to engage in your professional services, provided you first receive notice of such inquiry or proceeding during the policy period and it relates to your professional services performed on or after the retroactive date. FHA/OSHA/ADA regulatory F. We will pay up to the FHA/OSHA/ADA Regulatory Proceedings limit stated in the proceedings Declarations for the reasonable and necessary fees,costs, and expenses incurred with our prior consent in the investigation, defense,or appeal of any regulatory or administrative proceeding against you arising out of any actual or alleged violation of the Fair Housing Act (FHA), Occupational Safety and Health Act(OSHA),Americans with Disabilities Act of 1990 (ADA), or any state law equivalents,provided you first receive notice of such proceeding during the policy period and it directly results from your performance of professional services on or after the retroactive date. Pre-claim assistance G. We will pay up to the Pre-Claim Assistance limit stated in the Declarations for the reasonable and necessary fees,costs,and expenses we incur to investigate or monitor a potential claim arising out of your professional services performed on or after the retroactive date, provided you first become aware of the circumstances leading to the potential claim during the policy period.Our obligation to make any payments under this subsection G will cease when a claim is made against you arising out of the same circumstances as the potential claim we investigated or monitored. Subpoena assistance H. We will pay up to the Subpoena Assistance limit stated in the Declarations for the reasonable and necessary fees, costs,and expenses incurred with our prior consent to respond to a subpoena arising from the performance of your professional services, provided you first receive service of such subpoena during the policy period and it relates to your professional services performed on or after the retroactive date. Supplemental payments I. We will pay reasonable expenses, including loss of wages and a$250 travel per diem, incurred by you if we require you to attend depositions,arbitration proceedings,or trials in connection with the defense of a covered claim, but we will not pay more than an aggregate of$10,000 per claim for such expenses, regardless of the number of insureds. III. Who is an For purposes of this Coverage Part, you,your,or insured means a named insured,subsidiary, insured joint venture,acquired entity, insured organization,employee, independent contractor, or additional insured as defined below: Named insured means the individual,corporation,partnership,limited liability company,limited partnership,or other entity identified in Item 1 of the Declarations. WCLANE P0006 CW(10/19) Page 3 of 14 H I SCOX PROM General Contractors Professional Liability Coverage Part Subsidiary means any entity of which the named insured has direct management control before or as of the inception of the policy period. Joint venture means an unincorporated business enterprise in which the named insured or subsidiary participates pursuant to a written joint venture agreement, but only: 1. with respect to professional services, covered work,or construction activities performed by the named insured or subsidiary; and 2. for the same percentage of covered damages and claim expenses as the percentage of the named insured's or subsidiary's participation in the joint venture. Acquired entity means any entity: 1. in which the named insured: a. acquires substantially all of the assets; b. acquires the majority of its voting securities, as a result of which it becomes a subsidiary; or c. merges and leaves the named insured as the surviving entity; or 2. that the named insured creates as a subsidiary, during the policy period. With respect to an acquired entity whose revenues exceed 10%of the annual revenues of the named insured at the time of its creation or acquisition, any coverage under this policy will expire 90 days after the effective date of its creation or acquisition unless,within such 90 day period: a. the named insured provides us with written notice of such creation or acquisition; b. the named insured provides us with information related to such creation or acquisition as we may reasonably require; c, the named insured accepts any special terms, conditions, exclusions, or additional premium charge as we may reasonably require;and d we agree by written endorsement to provide such coverage. This policy will apply to an acquired entity only with respect to your professional services or construction activities performed after the acquisition,merger, or creation and while the named insured maintains management control of the acquired entity. Insured organization means: 1. the named insured; 2. a subsidiary; 3. a joint venture; or 4. an acquired entity. Employee means any past, present, or future: 1. person employed by an insured organization as a permanent, part-time,seasonal,leased, or temporary employee, or any volunteer;or 2. partner,director, officer,or board member(or equivalent position)of an insured organization, but only while in the course of their performance of professional services or construction activities on behalf of or at the direction of such insured organization. Independent contractor means any person contracted by an insured organization to perform the same professional services or construction activities as the insured organization, and whose income is reported to the Internal Revenue Service on Form 1099-MISC,but only while in the course of their performance of professional services or construction activities on behalf of or at the direction of such insured organization. Independent contractor does not include any subcontractors contracted by another independent contractor or an insured organization. WCLANE P0006 CW(10/19) Page 4 of 14 HISCOX PR®m General Contractors Professional Liability Coverage Part Additional insured means any project owner or client an insured organization has agreed in a written contract or agreement to add as an additional insured to a policy providing the type of coverage afforded by this Coverage Part, provided the contract or agreement: 1. is currently in effect or becomes effective during the policy period;and 2. was executed before the performance of professional services or construction activities out of which the claim arises. Coverage is available for additional insureds solely for claims: a. alleging a negligent act,error,or omission in professional services or construction activities performed by an insured organization or on an insured organization's behalf; and b. that remain pending against an insured organization along with such additional insured. There will be no coverage under this Coverage Part for any liability arising out of the sole negligence of the additional insured. IV. Defense and settlement of claims Defense We have the right and duty to defend any covered claim,even if such claim is groundless,false, or fraudulent. We have the right to select and appoint counsel to defend you against a covered claim. Settlement We have the right to solicit and negotiate settlement of any claim but will not enter into a settlement without your consent,which you agree not to withhold unreasonably. If you withhold consent to a settlement recommended by us and acceptable to the party who made the claim, the most we will pay for that claim is the sum of: 1. the amount of our recommended settlement; 2. claim expenses incurred up to the date of our recommendation; 3. 70%of all claim expenses incurred after our recommendation; and 4. 70%of all damages in excess of the settlement amount recommended by us. V. Your obligations Notifying us of claims and You must give written notice to us of any claim,or any other matter covered under Section II. coverage enhancements Coverage enhancements and sublimits,as soon as possible,but in any event, no later than 60 days after the end of the policy period. All such notifications must be in writing and include a copy of the claim or other covered matter, and must be submitted to us via the designated email address or mailing address identified in Item 6 of the Declarations. Notifying us of potential You have the option of notifying us of potential claims that may lead to a covered claim against claims you. In order to do so, you must give written notice to us as soon as possible and within the policy period, and the notice must,to the greatest extent possible,identify the details of the potential claim, including identifying the potential claimant(s),the likely basis for liability,the likely demand for relief,and any additional information about the potential claim we may reasonably request. The benefit to you of notifying us of a potential claim is that if an actual claim arises from the same circumstances as the properly notified potential claim,then we will treat that claim as if it had first been made against you on the date you properly notified us of it as a potential claim, even if that claim is first made against you after the policy period has expired. WCLANE P0006 CW(10/19) Page 5 of 14 HISCOX PRO° General Contractors Professional Liability Coverage Part All potential claim notifications must be in writing and submitted to us via the designated email address or mailing address identified in Item 6 of the Declarations. Retention Our obligation to pay damages, claim expenses,or any other covered amounts under this Coverage Part is in excess of the applicable retention,which you must pay in connection with each covered claim or other covered matter. If a claim is resolved without payment of any damages by us, and the entire retention is satisfied by your payment of claim expenses and/or damages,then we will reimburse you for up to 50% or of the retention or$25,000,whichever is less. With respect to Insuring agreement B. Protective indemnity only,we will recognize erosion of the retention because of payments made under any other insurance available to the design professional for covered amounts,provided you must pay the remaining amount of the retention in excess of the reduced amount. VI. Exclusions — We will have no obligation to pay any sums under this Coverage Part, including damages or What is not claim expenses,for any claim or other matter covered under Section II.Coverage enhancements and sublimits: covered Antitrust/deceptive trade 1. based upon or arising out of any actual or alleged: practices a. false,deceptive, or unfair trade practices; b. unfair competition, impairment of competition, restraint of trade,or antitrust violations; c. violation of the Sherman Anti-Trust Act, the Clayton Act,the Robinson-Patman Act, all including as may be amended,or any similar federal,state, or local statutes,rules,or regulations in or outside the U.S.;or d. false,deceptive,or misleading advertising. Breach of contract,guarantee, 2. based upon or arising out of any actual or alleged breach of any contract or agreement, or warranty breach of express warranties or guarantees, or any liability of others that you assume under any contract or agreement;however,this exclusion will not apply to: a. any liability you would have in the absence of the contract, agreement,warranties,or guarantees; b. any warranty or guarantee to perform your professional services consistent with applicable industry standards or with reasonable skill or care; or c. an otherwise covered claim under Insuring agreement C. Contractors pollution liability. Criminal proceedings 3. brought in the form of a criminal proceeding, including but not limited to a criminal investigation,grand jury proceeding, or criminal action. Employer liability 4. based upon or arising out of any actual or alleged: a. obligation under any workers'compensation, unemployment compensation,employers' liability, fair labor standards, labor relations,wage and hour,or disability benefit law, including any similar provisions of any foreign,federal, state,or local statutory or common law; b. liability or breach of any duty or obligation owed by you as an employer or prospective employer; c. harassment,wrongful termination,retaliation, or discrimination, including but not limited to adverse or disparate impact; or d. bodily injury sustained by an insured or any employee of an insured. However, part c of this exclusion will not apply to a covered claim for third party discrimination. WCLANE P0006 CW(10/19) Page 6 of 14 HISCOX PROTM General Contractors Professional Liability Coverage Part Excluded media activities 5. with respect to any media activities claim only, based upon or arising out of: claims a. any content provided to you by your client; however,we will pay claim expenses for any claims against you based upon or arising out of such content; b. the actual goods, products,or services described,depicted, illustrated, or displayed in any communication created by you or anyone on your behalf; c. any actual or alleged copyright infringement related to software or code; d. any content posted or created by any director, officer,or employee in their personal capacity for non-business purposes,whether or not such content is created during working hours or on your premises;or e. any reviews, messages, or posts to any website, social media platform, or account by a third party without your consent. Excluded statutory violations 6. based upon or arising out of any actual or alleged violation of the following laws: a. the Securities Act of 1933; b. the Securities Exchange Act of 1934; c. any state blue sky or securities laws; d. the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. § 1961 et seq.; or e. the Employee Retirement Income Security Act of 1974, all including as may be amended, or any similar provisions of any foreign,federal,state, or local statutory or common law and any rules or regulations promulgated under such laws. Failure to maintain insurance 7. based upon or arising out of your actual or alleged failure to procure or maintain adequate or bonds insurance or bonds. Faulty workmanship/defective 8. based upon or arising out of any actual or alleged: materials a. faulty or inadequate skill,quality,or craftsmanship in any construction activities; or b. providing of defective or improper materials. However,this exclusion will not apply to: i. a claim directly resulting from your professional services that is otherwise covered under Insuring agreement A. Professional liability; ii. an otherwise covered claim under Insuring agreement C. Contractors pollution liability; or iii. emergency response costs that are otherwise covered under Section II. Coverage enhancements and sublimits, B. Emergency pollution response costs. Improper billing 9. based upon or arising out of any actual or alleged inaccurate, improper,or fraudulent billings or invoices, including but not limited to a qui tam action or any action under the False Claims Act, as may be amended,or any similar provisions of any foreign,federal,state,or local statutory or common law. Insured vs. insured 10. brought by or on behalf of one insured or affiliate against another insured or affiliate; however,this exclusion will not apply to a claim brought by any additional insured against another insured based upon or arising out of any other insured's performance of professional services or construction activities for the additional insured. Intellectual property 11. based upon or arising out of any actual or alleged infringement, use,or disclosure of any intellectual property, including but not limited to copyright,trademark,trade dress,patent, service mark,service name, title,or slogan,or any publicity rights violations,cyber squatting violations, moral rights violations,any act of passing-off,or any misappropriation of trade secret; however,this exclusion will not apply to a media activities claim covered under Section II.Coverage enhancements and sublimits, D. Media and advertising activities coverage. WCLANE P0006 CW(10/19) Page 7 of 14 HISCOX PROM General Contractors Professional Liability Coverage Part Intentional acts 12. based upon or arising out of any actual or alleged fraud,dishonesty,criminal conduct,or any knowingly wrongful,malicious,or intentional acts or omissions,except that: a. we will pay claim expenses until there is a final adjudication establishing such conduct; and b. this exclusion will not apply to an otherwise covered media activities claim. This exclusion will apply to the named insured or subsidiary only if the conduct was committed or allegedly committed by any: i. partner,director, officer,or member of the board(or equivalent position)of the named insured or subsidiary; or ii. employee of the named insured or subsidiary if any partner,director,officer, or member of the board(or equivalent position)of the named insured or subsidiary knew or had reason to know of such conduct by the employee. This exclusion will apply separately to each insured and will not apply to any insured who did not commit,participate in,acquiesce to,or ratify such conduct committed by another insured. Manufacture of goods/ 13. based upon or arising out of any goods or products that are manufactured, sold,handled, products designed, or distributed by you or anyone under your license; however,this exclusion will not apply to: a. software sold or supplied by you to your clients in connection with your professional services;or b. goods or products installed or incorporated in your work which have been specifically designed by you or on your behalf by a licensed or trained design professional for use in a specific project. Misappropriation of funds 14. based upon or arising out of the actual or alleged theft,misappropriation, commingling, or conversion of, or failure to safeguard, any funds, monies,assets, or property. Prior acts/notice/knowledge 15. based upon or arising out of any actual or alleged breach of duty or negligent act,error, or omission that a. was committed prior to the retroactive date; b. was the subject of any notice given under any other policy of which this policy is a renewal or replacement; c. was the subject of, or is related to, any prior or pending litigation, claim,written demand, arbitration,administrative or regulatory proceeding or investigation,or licensing proceeding that was filed or commenced against you and of which you had notice prior to the policy period; or d. you had knowledge of prior to the policy period,and there was a reasonable basis to believe that the act,error,or omission could result in a claim. However, if this policy is a renewal or replacement of a previous policy we issued that provided materially identical coverage, and is part of an unbroken chain of successive policies issued by us, the policy period referred to in paragraphs c and d,above,will be the policy period of the first such policy we issued. Privacy 16. based upon or arising out of any actual or alleged: a. unauthorized acquisition,access, use,or disclosure of,improper collection or retention of,or failure to protect any non-public personally identifiable information or any confidential or proprietary corporate information that is in your care,custody,or control; or b. violation of any privacy law or consumer data protection law protecting against the use, collection, or disclosure of any information about a person or any confidential corporate information. Site-specific pollution 17. based upon or arising out of any actual or alleged: WCLANE P0006 CW(10/19) Page 8 of 14 H I SCOX PRQ General Contractors Professional Liability Coverage Part a. treatment,storage,or disposal of any pollutants at any location other than a non- owned disposal site,including transportation to or from any such location;or b. presence of pollutants on any property or facilities owned or rented by you. Subsidiary outside control of 18. a. based upon or arising out of professional services performed by or on behalf of a past named insured or present subsidiary while the named insured does not have management control of it; or b. made against a subsidiary or anyone acting on its behalf while the named insured does not have management control of it. Technology services 19. based upon or arising out of: a. any actual or alleged defect in any software, hardware,firmware,or associated network cabling that is solely caused by a third party, including but not limited to any third party software supplier,manufacturer, or originator; b. any costs or expenses involved in the repair, upgrade, correction, recall, or replacement of any software, hardware,firmware,or associated network cabling; c. your commercial decision to cease providing technology services; d. any self-replicating, malicious code,whether or not targeted to your computer system; or e. your actual or alleged solicitation, recruiting, or hiring of employees or workers from a past or current employer of an insured. Unsolicited telemarketing 20. based upon or arising out of any actual or alleged violation of any federal,state, local,or foreign statutes,ordinances,or regulations relating to unsolicited telemarketing,solicitations, emails,faxes,text messages, or any other communications of any type or nature,including but not limited to the Telephone Consumer Protection Act, CAN-SPAM Act,or any"anti- spam"or"do-not-call"statutes,ordinances,or regulations. VII. Definitions The following definitions apply to this Coverage Part.Additional definitions are contained in Section III.Who is an insured, and in the General Terms and Conditions, Section VI. Definitions applicable to all Coverage Parts. Affiliate means: 1. any person or entity which wholly or partly owns,operates,controls, or manages the named insured; 2. any entity: a. which was operated, controlled, or managed by the named insured;or b. in which any insured has an ownership interest of 25%or more, at any time during or after the performance of the professional services or construction activities giving rise to the claim; or 3. any entity for which any insured is an officer or director at the time the claim is made. Affiliate does not include a subsidiary or acquired entity. Bodily injury means physical injury,sickness, disease, or death sustained by a person,which directly results from your performance of professional services or construction activities,and any resulting humiliation, mental injury, mental anguish,emotional distress,suffering,or shock. Bodily injury also includes medical monitoring that is the direct result of any of the above injuries. Claim means any written assertion of liability or any written demand for financial compensation or non- monetary relief. For clean-up costs and restoration costs only, claim also means any request,demand,order, or other proceeding brought by or on behalf of a governmental entity to test for, monitor,clean up, remove, contain,treat,detoxify, or neutralize pollutants. WCLANE P0006 CW(10/19) Page 9 of 14 HISCOX PRi General Contractors Professional Liability Coverage Part Claim expenses means the following sums incurred in excess of the retention and with our prior written consent: 1. all reasonable and necessary fees, costs,and expenses(including the fees of attorneys and experts)incurred in the investigation,defense,or appeal of a claim; and 2. premiums on appeal bonds,attachment bonds,or similar bond, but we will have no obligation to apply for or furnish any such bonds. Clean-up costs means reasonable and necessary costs you incur with our prior consent to test for, monitor, clean up, remove, contain,treat, detoxify,or neutralize pollutants in response to any request, demand,order, claim,or other proceeding brought by or on behalf of a governmental entity. Construction activities means any construction operations or activities performed by you or on your behalf, including but not limited to construction,erection, fabrication,installation, assembly, manufacture,demolition, dismantling,drilling,excavation, or dredging. Construction activities does not include any professional services. Crisis management event means the public announcement of any of the following events which, in your good faith opinion, had or is reasonably likely to have an adverse impact on your reputation: 1. an actual or alleged negligent act,error,or omission in the performance of your professional services; 2. the death, incapacity,or criminal indictment of any partner,director,officer, or board member(or equivalent position)of the named insured;or 3. an employee was the victim of a violent crime while on the named insured's premises. Damages means the following amounts incurred in excess of the retention: 1. a monetary judgment or monetary award that you are legally obligated to pay(including pre- or post-judgment interest and awards of claimant's attorney fees);or 2. a monetary settlement negotiated by us with your consent. Damages includes punitive damages to the full extent they are insurable under the law of any applicable jurisdiction that most favors coverage. Damages also includes civil fines and penalties assessed against you in the course of your professional services or construction activities to the full extent they are insurable under the law of any applicable jurisdiction that most favors coverage. Damages will not mean: a. taxes or sanctions; b. overhead costs, general business expenses, salaries, or wages incurred by you, including the costs of recalling, producing, reproducing,or reprinting any media content or the costs of any services incurred in connection with such activities; c. the return, reduction, or restitution of fees,commissions, profits,or charges for goods provided or services rendered; d. liquidated or multiple damages; e. restitution, disgorgement of profits, any advantage to which you were not legally entitled, or unjust enrichment;or f. the cost of complying with injunctive relief. Design defect means a negligent act,error, or omission in the preparation of engineering or architectural designs, plans,drawings,specifications, calculations,surveys,and studies,that is reasonably likely to lead to a claim covered under this policy. Design defect will not mean any actual or alleged negligence in the review of shop drawings, submittals, or requests for payment,the issuance of change orders,or the observation of construction. Design professional means any person or entity that is professionally qualified,certified, or licensed and retained by you or on your behalf to perform any design-related professional services. WCLANE P0006 CW(10/19) Page 10 of 14 HISCOX PROTM General Contractors Professional Liability Coverage Part Emergency response costs means reasonable and necessary costs,charges,or expenses you incur to investigate,test for, monitor, contain, control, mitigate,clean up, remove,dispose of, abate,treat, or neutralize pollutants in response to an imminent and substantial threat to human health or the environment arising out of the discharge,dispersal, release,or escape of pollutants. Environmental damage means physical damage to soil,the atmosphere,any watercourse or body of water,groundwater, plant life,or animal life,which directly results from your performance of construction activities. Environmental damage will not mean property damage. Management control means having: 1. an ownership interest of more than 50%; 2. an ownership interest representing more than 50%of the voting,appointment,or designation power for the selection of a majority of the board of directors,the management committee members, or the members of the management board,whichever is applicable;or 3. the right,whether by law, contract, or otherwise, to elect,appoint, or designate a majority of the board of directors,the management committee,or the management board,whichever is applicable. Media activities claim means a claim arising from the publication,dissemination,or release of information or materials on an insured organization's website or on a social media page sponsored by an insured organization for any actual or alleged: 1. copyright infringement,trademark infringement,trademark dilution, trade dress infringement, publicity rights violations, or any misappropriation of content,formats, characters,trade names,character names,titles,voices,slogans,graphic material,or artwork; 2. invasion of privacy,including intrusion upon seclusion,publication of private facts,false light,or misappropriation of name or likeness; 3. infliction of emotional distress or outrage; 4. defamation, including but not limited to libel,slander,trade libel, product disparagement, and injurious falsehood;or 5. negligence in connection with the content of an insured organization's website or social media page sponsored by an insured organization, including but not limited to any claim alleging harm to a person or entity who acted or failed to act in reliance on such content. Media activities claim also includes a claim alleging personal and advertising injury. Mold condition means any actual or alleged existence, growth, release,escape of, exposure to, inhalation of, or contact with mold,spores, or fungi that results in bodily injury, property damage, environmental damage,or natural resource damage. Natural resource damage means physical injury to or destruction of, including the resulting loss of value of, land,fish, wildlife,biota, air,water,groundwater,drinking water supplies,and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States, any state or local government, any foreign government, any Native American tribe,or, if such resources are subject to a trust restriction on alienation,any member of a Native American tribe. Natural resource damage will not mean property damage. Non-owned disposal site means any location you use for the treatment, storage, or disposal of waste or materials, provided that it: 1. was properly licensed or permitted to accept such waste or material as of the date such waste or material was treated,stored,or disposed of; 2. is not managed,operated,owned,or leased by you;and 3. is not listed on a proposed or final Federal National Priorities List or Superfund or Hazardous Waste List,or any state or local equivalent list. WCLANE P0006 CW(10/19) Page 11 of 14 H I SCOX PRQ General Contractors Professional Liability Coverage Part Personal and advertising means injury,other than bodily injury or property damage,arising out of one or more of the injury following offenses: 1. false arrest,detention,or imprisonment; 2. malicious prosecution; 3. wrongful eviction from,wrongful entry into, or invasion of the right of private occupancy of premises; 4, slander, libel,or defamation,or disparagement of goods, products, or services,whether in connection with your professional services or your advertising of it; or 5. oral or written publication of material,whether in connection with your professional services or your advertising of it,that violates a person's right of privacy. Pollutants means any solid, liquid,gaseous, biological, radiological,or thermal irritant or contaminant, including smoke,vapor, asbestos,dust,silica, nanoparticles,fibers,soot,fumes,acids,alkalis, chemicals,nuclear materials, bacteria, viruses, and waste.Waste includes,but is not limited to, materials to be recycled, reconditioned,or reclaimed. Pollution condition means any actual or alleged discharge,dispersal, release, or escape of pollutants that results in bodily injury, property damage,environmental damage,or natural resource damage. Potential claim means any acts,errors,or omissions of an insured or other circumstances reasonably likely to lead to a claim covered under this policy. Professional services means only the following services performed for others for a fee: 1. those services requiring specialized knowledge,skill,training, experience,education, certification,or licensing rendered in the capacity of an architect,engineer,landscape architect, land surveyor or planner, program manager,project manager,owner's representative, LEED accredited professional, interior designer, scientist,technical consultant,design consultant,environmental consultant,construction consultant, or forensic consultant; 2. construction management services, including delegated design responsibility,design assist services,constructability reviews,and value engineering; and 3. ordinary technology services rendered in the course of any of the services listed above, including your use of a drone and the design, development,programming, analysis, training, use,hosting,management,support,or maintenance of any software,database, internet service, or website. Professional services also includes the above services you perform pro bono with the prior knowledge and consent of the named insured. Professional services does not include any services regarding construction means,methods, techniques,sequences, procedures,or job site safety obligations in connection with your operations as a construction contractor,except for stamping,sealing, or any other services listed in paragraph 1 above. For purposes of this definition, "drone"means any unmanned aircraft system without a human pilot onboard that: (i)is controlled by an operator on the ground;and(ii)weighs 55 pounds or less. Property damage means physical damage to or destruction of any tangible property which directly results from your performance of professional services or construction activities,and any resulting loss of use of that property. Protective indemnity loss means any amounts that you are legally entitled to recover from a design professional because of such design professional's negligent act, error, or omission in their performance of or failure to perform services for you or on your behalf,as determined by a: 1. final monetary judgment by a court of competent jurisdiction; 2, final monetary award resulting from an arbitration or other dispute resolution proceeding, in which you participate with our prior written consent;or WCLANE P0006 CW(10/19) Page 12 of 14 HISCOX PRQ General Contractors Professional Liability Coverage Part 3. monetary settlement entered into by you with our prior written consent, but are unable to actually recover from such design professional or its insurer or indemnitor due to the: a. the design professional's or any of its indemnitors'inability to pay; b. operation of an applicable limit of liability in the design professional's insurance;or c. operation of a contractual limitation of liability in your contract with the design professional. Protective indemnity loss does not include: i. amounts which exceed the actual amount you suffered as a result of such design professional's negligence; ii. attorney's fees you incur in order to pursue such action against the design professional; iii. any amount established or awarded by consent judgment,default judgment,or other proceeding in which any design professional has failed to fully answer,plead,or otherwise defend itself, unless you cooperate with us to determine what the amount recoverable against the design professional would have been in the absence of such consent judgment,default judgment,or other proceeding;or iv. any loss arising from circumstances that were known to the named insured's or subsidiary's Chief Executive Officer or General Counsel(or equivalent positions), or the Lead Project Manager or General Contractor on any project from which an action by you against the design professional arises,prior to the policy period and there was a reasonable basis to believe such circumstances could lead to a written demand or lawsuit against a design professional. Rectification expenses means the reasonable and necessary costs and expenses you incur with our prior written consent to rectify a design defect. Rectification expenses will not mean,and we will have no obligation to pay,any of your profit, overhead expenses,mark-up,or betterment. Restoration costs means reasonable and necessary costs you incur with our prior consent to repair, replace,or restore tangible property damaged as a direct result of any clean-up costs you incur,but only to such property's substantially same condition prior to being damaged and not any improvement or betterment costs. Retention means the applicable amount(s)stated as such under the General Contractors Professional Liability Coverage Part section of the Declarations, including any amount that corresponds to a specific coverage enhancement or sublimit in this Coverage Part, Third party discrimination means any non-physical harassment of or unlawful discrimination against a person or entity other than an insured or an employee of an insured,including any resulting violation of civil rights, but only if such harassment or discrimination directly results from your performance of professional services. Transportation means any loading, unloading,delivery,or transportation of goods, materials, products,or waste in connection with your construction activities. You, your, or insured means a named insured,subsidiary,joint venture,acquired entity, insured organization, employee, independent contractor, or additional insured,as defined in Section III.Who is an insured. VIII. Other provisions affecting coverage WCLANE P0006 CW(10/19) Page 13 of 14 HISCOX P ROT' General Contractors Professional Liability Coverage Part Limitation of liability A. You agree not to limit the liability of any design professional to anything less than the design professional's collectible insurance,without our prior written consent. If you fail to comply with this condition,we will only be responsible for protective indemnity loss in excess of the design professional's insurance limit of liability,whether collectible or not. Other insurance B. Our obligation to make any payment under this Coverage Part is: 1. specifically excess of and will not contribute with any valid and collectible insurance available to you, including but not limited to any general liability insurance,whether or not such other insurance is written specifically as excess over this policy; and 2. in excess of any retention applicable to such other insurance,which you must pay before we will be obligated to make any payment. We have no duty to defend you against any claim under this Coverage Part if any other insurer has a duty to defend you against such claim. If no other insurer defends the claim, we will assume the defense obligation, but we will be entitled to your rights against those other insurers. However,solely with respect to Insuring agreement C. Contractors pollution liability, any payment under this Coverage Part will be primary with respect to and will not contribute with any other valid and collectible insurance available to an additional insured,but only if covered by both policies,and only to the extent required in the contract or agreement you entered into naming such additional insured to the policy. Waiver of subrogation C. With respect to any payment we make under this Coverage Part for any claim arising from your professional services or construction activities performed for any client of yours, we agree to waive any right of recovery we may have against such client, provided you have agreed in a written contract or agreement prior to your performance of the professional services or construction activities giving rise to the claim to waive your rights of recovery against such client. Additionally,we agree not to pursue any right of recovery we may have against a design professional against whom you pursue a written demand or lawsuit pursuant to Insuring agreement B. Protective indemnity, except to the extent of any insurance or indemnification available to such design professional. WCLANE P0006 CW(10/19) Page 14 of 14