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AG 20-062 - Woodland Industries GC RETURN TO: VALIRIE JOHNSON EXT: 253-261-2292 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: COMMUNITY DEVELOPMENT 2. ORIGINATING STAFF PERSON: VALIRIE JOHNSON EXT: 2646 3. DATE REQ.BY:MARCH 27,2020 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT © GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Pelkey VO 17-101694 6. NAME OF CONTRACTOR: WOODLAND INDUSTRIES GENERAL CONTRACTING INC ADDRESS: 1071566TH AVE E PUYALLUP,WA TELEPHONE 253-770-9663 E-MAIL:LEE@WOODLANDINDUSTRIES.COM FAX:253-446-0509 SIGNATURE NAME: TITLE OWNER 7. EXHIBITS AND ATTACHMENTS:11 SCOPE,WORK OR SERVICES ❑ COMPENSATION It INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORRIITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS � 8. TERM: COMMENCEMENT DATE: n\ �1► c COMPLETION DATE: 'COv.�.r� 9. TOTAL COMPENSATION$is.e04•00 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ©NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES,$ PAID BY:❑CONTRACTOR A CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: ^` '_._ 50 ' '-I (z 10. DOCUMENT/CONTRACT REVIEW INITiAL/i7r1i l: €�r..v11: 41'f D INITIALJDATEAPPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW ER 3/24/2020 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: 11ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL IDATE SIGNED / 14 10 /717 UL-11� i GNATORY(MAYOR OR DIRECTOR) 1►11� Q`�`� r�� 11 1"CLERK I 'ASSIGNED AG# A ,# COMMENTS: Working remotely please contact me via cell Would like the contract asap contractor is ready to start immediatley VI V T` L 2/2017 CITY LL c11r OF 33325 nth �� Federal Way Feder 8th Avenue South ■1,1�Y�` Federal Way,WA 98003-6325 (253) 835-7000 www CORI GOODS AND SERVICES AGREEMENT FOR ABATEMENT OF UNFIT PREMISES This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Woodland Industries General Contracting, Inc., a Washington corporation ("Contractor") The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: WOODLAND INDUSTRIES GENERAL CITY OF FEDERAL WAY: CONTRACTING,INC.: Brian Davis Ronald Lee Rogers 33325 8th Ave. S. 10715 66th Ave E Federal Way, WA 98003-6325 Puyallup, WA 98373 (253) 835-2621 (telephone) 253-770-9663 (telephone) (253) 835-2609 (facsimile) 253-446-0509 (facsimile) Brian.davis@cityoffederalway.com lee@woodlandindustries.com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than May 30, 2020 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A," attached hereto and incorporated by this reference ("Work"), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining. a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and -will perform in accordance with their specifications and Contr'actor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as GOODS AND SERVICES AGREEMENT - 1 - 9/2017 CITY aF CITY HALL ,. r Feder 8th Avenue South Federal ■Y►►Y■ Federal Way,WA 38003-6325 (253) 835-7000 www o"flederelwny com determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time,-Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up,the City may,but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit `B," attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement,the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods. materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right GOODS AND SERVICES AGREEMENT - 1 - 9/2017 clrY 017 CITY HALL ��. 8th SouthFdI Ry Federal Way.WA 98Q03-6325 (253) 835-7000 www ca),uffaderalway com to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. 4.4 Nan-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 5. INDEMNIFICATI€7N. 5.1 Contractor Indeninification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this 'kgreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the .event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City. the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. GOODS AND SERVICES AGREEMENT - 1 - 9/2017 ctry OF CITY HALL &hio, Feder 8th Avenue South Federal Way Federal Way,WA 3$003-5325 (253) 835-7000 wwwC11yol(ed etalwaycom 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial, general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal iniury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than$1,000,000 for each occurrence and$2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No I illii[ A' l 1;ibilir, Conllvicior's Ln;lirlicnance. of in L11-111-ce as recluir,a,-? bv the ,lgreement shall not hr coiiNirnl.,d it) Illlill Ills° lE,l1'lllll Ltl 01c { (11111 .L' l f tll tllG Lt+l t`I:IS't' 11l.0% idcd h1 �IY�I! lll�llrail��_ J] [ tllL`rllltil limit 1111 ( It"'N to ;:Ill I'�111i.11 [i1,11hh1C [1[ Liv, 111 1!l �[llllil y 11(. Lilntlil4'Ltsl Iil�lllii!!k� u['l<'I:L!X 'Sl lall be prin1:111 1I1SLlk'111L'<'. of insuranc` 1)oo[ :w,Cr,' 't' iii-i8llCLlllie I by the Citi steal I bc. \etss of the t ontractor's In uraiicc and shall not contribute with it. 6.3. Additional Iii_,u vd— Ver'ilic,iiion. The City shall be named as additional insured on all commercial general I a111110. insurance, I)oI.IcI es. Concurrent with the execution of [less Agreelllciit. t_ontractor . : 111b "�I' �11a11 }M'\.de CCI`Liiicateti ?i 611L;Lirance for Lill commercial gelerd li-11NI < � Ii Jild lllcorporated hl till`s 1';`itience. .est (";\ s rti]l1tst, tr'onti.tt'[il Il 111 1Ll!'ill�l1 tlt<' [ 101 IlT[11 C'I1l�I�j t l all. 1L1ti11r1l1�t t74111C.]i'S ailii ll1th elltlencc o1 [gal Ille11L 111 I?L'L'[1lililll! 0[ 1C't' t11 til,: 11 11lll�le� ll {.E7Iifr lL[ti}I lI1Stl1'al1[`C 1'1111';! ie� all "C1rlft1lti Il1Lii1L.' iiLYfi'Ltc[l i" 511.!11 hC i<(JULrL%.] to ]fl.11ntalil tal l'L3i_i1i`'t 1nl' N Ii1111t1111E1i1 I3�!' (Id oftIII ee i'vnl the dai- this :�,rer�ll ent is actualll tcr11.1inaied oC upcl;l 1 1'i j '�'[ ii I111)1e1lt�n and I1L.Ctptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. GOODS AND SERVICES AGREEMENT - I - 9/2017 CITY OF CITY HALL Federal WayFeder 8th Avenue South Federal Way,WA 98003-6325 ..+' (253) 835-7000 www.c+ty afloderahvay+corn 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection,review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR/EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF, INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with GOODS AND SERVICES AGREEMENT - 1 - 9/2017 CITY OF CITY HALL � 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www dlyoffederolwny coin or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. F,Q 1,1,' 1. 01)POI?TI IN F1 1 I:,'N I 11.0 N I'K. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assigmnent, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. GOODS AND SERVICES AGREEMENT - 1 - 9/2017 CITY OF CITY HALL ■■V�\YI■ 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www.ct1Vo derehwfycon? 13.3 Coni iiance N\Idi I.aws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution"hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 1 - 9/2017 ` CITY OF CITY HALL . S9th Avenue South Federal Way,WA 98003-6325 Federal Way (253) 635.7DOO wwwcfl ffodamhwWcom IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: Brian Dais, Community Development Director tep anie�Co rtney, CM ., City Clerk DATE: April 15, 2020 AP OVED S TO FORM; 6" r J. Ryan Call, City Attorney WOODLA INDUS' RIES -ENERAL CONTRACTING, INC.: By: Printed Name: Title: N6� DATE: q, 2 -2 0 STATE OF WASHINGTON ) ) ss. COUNTY OF �i } O this day personally appeared before me to me known to be the of hat executed the foregoing instrument, and acknowledged the said instrument to be the free and volute ary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. GIVEN my hand and official seal this day of 20jo Notary's signature Notary's printed name CX-HERIMEAMCMURTREY Notary Public in and for tli St t of Washington. "°thy shins My commission expires*,om State of w'ashingto� commission k 156418 µy comrn.Expires Oct 19.2023 GOODS AND SERVICES AGREEMENT - l _ 9/2017 CITY OF CITY HALL '4! Federal 33325 8fh Avenue South y Federal Way,WA 98003-8325 {253;635-7004 EXHIBIT"B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Nineteen Thousand Eight Hundred 00/100 Dollars ($19,800.00) and Washington State sales tax equal to One Thousand Eight Hundred and 00/100 Dollars($1,800.00) for a total of Nineteen Thousand Eight Hundred and 00/100 ($19,800.00). GOODS AND SERVICES AGREEMENT' - 10 - 9/2017 CITY OF CITY HALL Federal IVa SAvenue South Federal Way,WA 98003-6325 (253) 835-7000 www.,;h•.>>r, r.'rNhs.i CO/33 EXHIBIT "A" SERVICES The contractor shall do or provide the following at 30601 1st PI SW Federal Way,WA 98023: a Site clean-up for entire property outside of house itself ® Tear down and haul away four sheds behind home • Haul away all debris throughout the property, including, pallets, lawn equipment, bicycles,boats, trailers,tents, & other misc. House, fence, gate&tree will remain. GOODS AND SERVICES AGREEMENT _ 10 - 9/2017 Client#: 146879 WOODINDU2 /2020 MIDD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 3/18DATE(MMIDDN 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Debbie Winston Propel Insurance A"�Nom,EXt, 800 499-0933_ of Ne: 866 577-1326 Tacoma Commercial Insurance �•r°'AIL ADDRESS: Debbie.Win@prastorl elinsurance.com p 1201 Pacific Ave,Suite 1000 INSURERS)AFFORDING COVERAGE NAIC# Tacoma,WA 98402 INSURER A:Scottsdale Insurance Company 41297 INSURED INSURERS:Travelers Casualty Ins Co.of America 19046 Woodland Industries General INSURERC: Contracting Inc INSURER D 10715 66th Avenue E. INSURER E Puyallup,WA 98373 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE Pul_'CIES 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 CONTRACTOR 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' DOL5UBR POLICY EFF POLICY EXP LIMITS _ LTR TYPE OF INSURANCE INS POLICY NUMBER (MMOaD/YYYY MMIDWYYYY _ A X COMMERCIAL GENERAL LIABILITY X X VRS0004420 3/04/2020 03/04/2021 EACH OCCURRENCE 1$1.000,000 DAM AJE T REN"fED CLAIMS-MADE OCCUR PREMISES Ea a:_ka-rncel__!S50,000 X BI/PD Ded:5,000 MED EXP(Any one person) S5000 PERSONAL 8 ADV INJURY 'S1,000,000 GEN'LAGGREGATE LIMIT APPLIESPER: GENERAL AGGREGATE 62,000,000 POLICY�J£° LOC PRODUCTS-COMP/OPAGG 62,000,000 OTHER: S B AUTOMOBILE LIABILITY X X BA7P27037A1 03/04/2020,03/04/2021 'J I;, �I, I_'-`L""I r 61,000,000 X ANY AUTO BODILY INJURY(Per person) S OWNED F SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE S X AUTOS ONLY X AUTOS ONLY Per accident 5 A X UMBRELLA LAB X OCCUR X X VES0003007 3/04/2020 03/04/2021 EACH OCCURRENCE 52 000 000 EXCESS LIAB CLAIMS-MADE UMBRELLA AGGREGATE s2 000 000 DED X PF-FNTION s5 000 $ A WORKERS COMPENSATION VRS0004420 3/04/2020 03/04/2021 PER X ES AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N WA STOP GAP E.L.EACH ACCIDENT S1 000 000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E L DISEASE-EA EMPLOYEE,SO 000 000 If yes,describe under DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT $1,000,000 A POLLUTION VRS0004420 3/04/2020 03/04/2021 $1,000,000 Ea.Claim $2,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) RE: 30601 1st PI SW, Federal Way,WA. Additional Insured Status applies per attached form(s). CERTIFICATE HOLDER CANCELLATION Ci of Federal Way SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 33325 8th Ave S ACCORDANCE WITH THE POLICY PROVISIONS. Federal Way,WA 98003 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S4055313/M4046946 KTR00 This page has been left blank intentionally. POLICY Nt;q',1BEP_: ERSOCK14-420 COMMERMAL 61EN BRAL LIABILITY CG 20 10 10 01 THIS ENDORSEMENTCHANGESTHE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION -This endorserrent modifies insurance prodded under the following: COMMERCIAL GENERAL LIABILITY COVER4GE PARR SCHEDULE Nance of Person or Organization: Any P-ersoa oa ar-ganizauon dur the insured bus agreed and,`or:.rewired byco=act to alale a: m addit3oml im—ared. (If no entry appears above, inibrmation required to complete :his endorsement will be shorn in the Declarations as applicable tothis endcrsement s A_ Section II-Who Is An Insured is amended to (1} All work, including materials, parts or include as an insured the person or organization equipment fumished in connection with shown in the Schedule, txA only with respect to such work-, on the project (other than liabi lity aris ing ern o`your ongoing operations per- write, maintenance or repairs; to be formed for that insured. perfomied by or on behalf of the addi- B. With respect to the insurance a-lo ded to these tional insuredfs} at the si•e of the cov- ered' operations has been completed: additional insureds, the following exclusion is or added: 2_ Exclusions (2) That portion of"your work' oue of which This insurance does not apply to 'bodily inju- tf^�e injury or damage arises has been ry'or"property damage" occurring ager put ro its intended use by any person or organization other than another con- tractor or subcontractor engaged in performing operations #sr a principal as a part of the same project. CG 20 10 10 0'I >Ai ISCIProperties, Inc., 2000 page 1 of'I POLICY 141-1MBEFt 5T_S-,10044_0 COMMERCIAL GENERAL LIABILITY CG 2.0 37 10 01 THIS ENDORSEMENTCHANOESTHE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This ertidorserreent modnes insurance pmvJded under the following: COMM=_RCV%L GENERAL LI-,BILITt COVERAGE PART SCHEDULE Mame of Person or Organization: A.n erwa of organizaron duc dze insar=d kus agreed and,`or Is recluired bs contract to mate a= 3m additonal ie.ured. Location And Description of Comp letedOperations: _i= P egti ed b T 7!ittea C ontract Additional Premium:_=hided (If no entry appears above, in6ormation required to carnple<e this endorsemem will be shown in the Z.-De—olarations as applicable to this endcrs-ern em_) Section It - Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to li.abili:y arising out &"your wv*' at the locadon designated and described in tie schedule of this Endorsement periorrned 'br that insured and included in the "products--dmpleted operations haz- ard". OG 20 37 10 01 ti 130?ncperaes, Inc.., 2C►DG (sage i of i Policy Number: Effective Date: Expiration Date: VIRTUE RISK PARTNERS VIRTUE PACK COMMON POLICY CONDITIONS This endorsement modifies insurance provided under VIRTUE PACK SERVICE BUSINESS PACKAGE POLICY. Notwithstanding anything contained to the contrary in this VIRTUE PACK Service Business Package Policy,itis hereby agreed that all coverages bound and scheduled in the VIRTUE PACK Service Business Package Policy Declarations or the Contractors Pollution Liability Supplemental Declarations are subject to the following terms and conditions. In the event of a conflict between the provisions of these Common Policy Conditions and any Coverage Part,the provisions of these Common Policy Conditions shall control. A. LIMITS OF LIABILITY AND DEDUCTIBLE —ALL COVERAGE PARTS 1. With the exception of any defense costs paid under the Commercial General Liability Coverage Part,the General Aggregate Limit Applicable to All Coverage Parts Combined, shown in the Declarations under Item III: Limits of Liability,is the most we will pay for the sum of CLAIMS, CLAIMS EXPENSES,occurrences or damages under all Coverage Parts, Optional Coverages, Supplemental Coverages,and Supplementary Payments under this VIRTUE PACK Service Business Package Policy. 2. If any CLAIM under any Coverage Part of this VIRTUE PACK Service Business Package Policy applies to multiple Coverage Parts,then the General Aggregate Limit Applicable to All Coverage Parts Combined, shown in the Declarations shall be limited to the highest applicable Limit of Liability payable under any one of the applicable Coverage Parts,with the exception of any applicable Excess Liability Coverage. B. ADDITIONAL INSURED 1. It is understood and agreed that Section II. WHO IS AN INSURED of the Commercial General Liability Coverage Part and Section IV. DEFINITIONS, Paragraph I. INSURED of the Contractors Pollution Legal Liability and Professional Liability Coverage Parts, as applicable,are amended to include ADDITIONAL INSUREDS, but only with respect to liability for"bodily injury," "property damage," "personal and advertising injury" or LOSS caused,in whole or in part,by: a) "your work", YOUR SERVICES,or PROFESSIONAL SERVICES performed for that ADDITIONAL INSURED and included in the "products-completed operations hazard"; b) Your acts or omissions in the performance of your ongoing operations for that ADDITIONAL INSURED; or c) The acts or omissions of those acting on your behalf in the performance of your ongoing operations for that ADDITIONAL INSURED. However: 1. The insurance afforded to such ADDITIONAL INSURED only applies to the extent permitted by law; and 2. If coverage provided to the ADDITIONAL INSURED is required by a contract or agreement, the insurance afforded to such ADDITIONAL INSURED will not be broader than that which you are required by the contract or agreement to provide for such ADDITIONAL INSURED. 2. With respect to the insurance afforded to any ADDITIONAL INSURED, the following is added to Section III. LIMITS OF INSURANCE of the Commercial General Liability Coverage Part and Section V. LIMITS OF LIABILITY AND DEDUCTIBLE of the Contractors Pollution Legal Liability and Professional Liability Coverage Parts: If Coverage provided to the ADDITIONAL INSURED is required by a contract or agreement,the most we will pay on behalf of the ADDITIONAL INSURED is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance,whichever is less. VP E 201(2/19) Page 1 of 9 ©2019 Virtue Risk Partners,LLC It is understood and agreed that for the purposes of this Endorsement the following definition shall apply. A. ADDITIONAL INSURED means: 1. Any person or entity specifically endorsed onto this Policy as an ADDITIONAL INSURED. If any, such ADDITIONAL INSURED shall maintain only those rights pursuant to this Policy as are specified by endorsement; or 2. Any person or organization the NAMED INSURED is required to name as an additional insured in a written contract or agreement,but only with respect to "your work,"YOUR SERVICES or PROFESSIONAL SERVICES performed by or on behalf of the NAMED INSURED for that person or organization. However,such persons or organizations are covered only with respect to "bodily injury,""property damage,""personal and advertising injury,"or LOSS arising out of"your work,"YOUR SERVICES or PROFESSIONAL SERVICES and are not covered for any"bodily injury,""property damage,""personal and advertising injury,"or LOSS arising out of the person's or organization's own liability. C. EXCLUSIONS There is no coverage whatsoever under this Policy for any of the following. We will also have no duty to defend the insured against any suit seeking damages to which this insurance does not apply. 1. Cross Suits Any liability or obligation from any CLAIM initiated,alleged or caused to be brought about by a NAMED INSURED or INSURED against any other NAMED INSURED or INSURED. This exclusion shall not apply to CLAIMS brought by any person(s) or organization(s)whom you agree,in a written contract,to name as an ADDITIONAL INSURED. 2. Prior Knowledge,Expected or Intended Injury BODILY INJURY, PROPERTY DAMAGE,ENVIRONMENTAL DAMAGE or POLLUTION CONDITIONS expected or intended,should have been known by,or could have reasonably been expected by any RESPONSIBLE INSURED, to give rise to a CLAIM. This exclusion shall not apply to BODILY INJURY resulting from the use of reasonable force to protect persons or property. 3. Intentional Acts BODILY INJURY, PROPERTY DAMAGE or ENVIRONMENTAL DAMAGE based upon or arising from any acts of an INSURED which are based upon or otherwise attributed to the INSURED'S intentional,willful, dishonest,fraudulent,malicious, deliberate or knowingly wrongful act,including but not limited to such behavior or non-compliance with any statute,regulation,ordinance,administrarive complaint,notice of violation,notice letter,executive order,or instruction of any governmental agency or body prior to or after inception of this Policy,including but not limited to an intentional discharge,seepage,disposal,dispersal, migration,release of any substance that could cause a POLLUTION CONDITION, committed by or at the direction of a RESPONSIBLE INSURED. This exclusion does not apply to a RESPONSIBLE INSURED that did not commit, participate in,or have knowledge of such an act. 4. Workers' Compensation Any liability or obligation of any INSURED under any workers compensation,disability benefits, unemployment compensation,employee benefits,pension sharing,ERISA law or any similar federal,state or local law and any amendments thereto. 5. Employment Practices Liability INJURY OR DAMAGE to: a. A person arising out of any: (1) Refusal to employ that person; (2) Termination of that person's employment;or (3) Employment-related practices,policies,acts or omissions,such as coercion,demotion,evaluation, reassignment,discipline,defamation,harassment,humiliation,discrimination or malicious prosecution directed at that person; or VP E 201(2/19) Page 2 of 9 ©2019 Virtue Risk Partners,LLC b. The spouse,child,parent,brother or sister of that person as a consequence of INJURY OR DAMAGE to that person at whom any of the employment-related practices described in paragraphs(1), (2) or (3)above is directed. This exclusion applies whether the injury-causing event described in paragraphs (1),(2) or(3) above occurs before employment,during employment or after employment of that person. This exclusion applies: 1. Whether the insured maybe liable as an employer or in any other capacity;and 2. To any obligation to share damages with or repay someone else who must pay damages because of the injury. 6. Employer's Liability BODILY INJURY to: 1. An EMPLOYEE of the INSURED, its parent,subsidiary or affiliate,arising out of and in the course of employment by the INSURED or while performing duties related to the conduct of the INSURED'S business;and 2. The spouse,child,parent,brother or sister of that EMPLOYEE as a consequence of Paragraph 5 a. above. This exclusion applies whether the INSURED may be liable as an employer or in any other capacity and to any obligation of any INSURED to share damages with or repay someone who must pay damages because of such BODILY INJURY. This exclusion does not apply to liability assumed by the INSURED under an INSURED CONTRACT. 7. Related Claims Any coverage provided under this Policy shall not apply to a CLAIM previously reported to the Company or any CLAIM or CLAIMS EXPENSES involving substantially the same general conditions or allegations that gave rise to any demand as referenced in the application,including any addendum or addenda attached thereto. 8. Injunctive Relief,Fines and Penalties Any CLAIM seeking injunctive relief or payment for fines or penalties. 9. Project Coverage Any liability or obligation from any project for which any INSURED is an insured on a separate project-specific policy issued by any insurance company. 10. Unsolicited Communications Any liability or obligation,including obligations to pay damages or defend any claim or suit by reason of the assumption of liability in an INSURED CONTRACT,from unsolicited communications or allegations of unsolicited communications made by or on behalf of any INSURED. Unsolicited communications means any form of communication,distribution,or the transmittal or publication of information or material,including,but not limited to facsimile,electronic mail,postal mail,express mail, telephone,internet or web-based advertisement,instant message,SMS message or text message that the recipient has not specifically requested. Unsolicited communications includes,but is not limited to actual or alleged violations of: a. The Telephone'Consumer Protection Act(47 U.S.0 227), including any amendment of, or addition to, such statute; b. The Controlling the Assault of Non-Solicited Pornography and Marketing Act(15 U.S.0 7701), including any amendment of, or addition to,such statue;or c. Any other statue,ordinance or regulation relating to the communication,distribution or transmittal of unwanted content,information or material. 11. Access or Disclosure of Confidential or Personal Information Any liability or obligation arising out of any access to or disclosure of any person's or organization's confidential or personal information,including patents,trade secrets,processing methods,customer lists,financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs,credit monitoring expenses,forensic expenses,public relations expenses or any other loss,cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. VP E 201(2/19) Page 3 of 9 (0 2019 Virtue Risk Partners,LLC 12. Fire Suppression Negligence Exclusion Any liability or obligation arising out of the NAMED INSURED'S failure to provide safeguards,monitoring or emergency fire suppression equipment,during and up to one hour after performing any operations involving any activity or operation that generates sparks,flames or heat capable of causing combustion. 13. War Any liability or obligation of any INSURED caused,arising,directly or indirectly,out of: a. War, including undeclared or civil war; b. Warlike action by a military force,including action in hindering or defending against an actual or expected attack,by any government,sovereign or other authority using military personal or other agents;or c. Insurrection, rebellion,revolution,usurped power,or action taken by governmental authority in hindering or defending against any of these. 14. Radioactive Waste Any liability or obligation for radioactive,toxic or explosive properties of NUCLEAR MATERIAL. This exclusion shall not apply to the INSURED'S work as it relates to remediation and/or decommissioning of non- reactive sites which may contain or have become contaminated with Low-Level Radioactive Waste as defined in the Low-Level Radioactive Waste Policy Act and which is under the regulatory authority of the Atomic Energy Act of 1954,as amended. 15. NUCLEAR EXCLUSION I. Any obligation: A. Under any Liability Coverage, to injury, sickness, disease, death or destruction, BODILY INJURY or PROPERTY DAMAGE: 1. With respect to which an INSURED under the Policy is also an INSURED under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters,Nuclear Insurance Association of Canada or any of their successors,or would be an INSURED under any such policy but for its termination upon exhaustion of its limit of insurance; or 2. Resulting from the HAZARDOUS PROPERTIES of NUCLEAR MATERIAL and with respect to which: (a) any person or organization is required to maintain financial protection pursuant to the Atomic EnergyAct of 1954,or anylaw amendatory thereof,or (b) the INSURED is,or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof,under any agreement entered into by the United States of America, or any agency thereof with any person or organization. B Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to immediate medical or surgical relief, first aid,to expenses incurred with respect to BODILY INJURY, sickness,disease or death resulting from the HAZARDOUS PROPERTIES of NUCLEAR MATERIAL and arising out of the operation of a NUCLEAR FACILITY by any person or organization. C. Under any Liability Coverage, to injury, sickness, disease, death or destruction, BODILY INJURY or PROPERTY DAMAGE resulting from HAZARDOUS PROPERTIES of NUCLEAR MATERIAL,if: 1. The NUCLEAR MATERIAL is at, or has been discharged or dispersed from any NUCLEAR FACILITY owned by, or operated by or on behalf of, an INSURED; or 2. The NUCLEAR MATERIAL is contained in SPENT FUEL or WASTE and was at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an INSURED; or 3. The injury, sickness,disease, death or destruction, BODILY INJURY or PROPERTY DAMAGE arises out of the furnishing by an INSURED of services,materials,parts or equipment in connection with the planning,construction,maintenance,operation or use of any NUCLEAR FACILITY, but if such facility is located within the United States of America,its territories or possessions or Canada, this exclusion(3) applies only to injury to or destruction of property at such NUCLEAR FACILITY, PROPERTY DAMAGE to such NUCLEAR FACILITY and any property thereat. VP E 201(2/19) Page 4 of 9 ©2019 Virtue Risk Partners,LLC As used in this Endorsement: A. HAZARDOUS PROPERTIES mean radioactive, toxic or explosive properties. B. NUCLEAR FACILITY means: 1. Any NUCLEAR REACTOR; 2. Any equipment or device designed or used for (a) separating the isotopes of uranium or plutonium, (b) processing or utilizing SPENT FUEL, or(c) handling, processing or packaging WASTE; 3. Any equipment or device used for the processing fabricating or alloying of SPECIAL NUCLEAR MATERIAL, if at any time the total amount of such material in the custody of the INSURED at premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any of the combination thereof, or more than 250 grams of uranium 235; or 4. Any structure, basin, excavation,premises or place prepared or used for the storage or disposal of WASTE including the site on which any of the foregoing is located,all operations conducted on such site and all premises used for such operations. C. NUCLEAR MATERIAL means SOURCE MATERIAL, SPECIAL NUCLEAR MATERIAL, or BY- PRODUCT MATERIAL. D. NUCLEAR REACTOR means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. E. SOURCE MATERIAL,SPECIAL NUCLEAR MATERIAL,and BY-PRODUCT MATERIAL have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. F. SPENT FUEL means any fuel element or fuel component,solid or liquid,which has been used or exposed to radiation in a NUCLEAR REACTOR. G. WASTE means any waste material: (a) containing BY-PRODUCT MATERIAL other than the tailings or waste produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its SOURCE MATERIAL content, and (b) resulting from the operation by any person/organization of any NUCLEAR FACILITY included in the first two paragraphs of NUCLEAR FACILITY. With respect to injury to or destruction of property,the word injury or the word destruction includes all forms of radioactive contamination of property. PROPERTY DAMAGE also includes all forms of radioactive contamination of property. D. GENERAL CONDITIONS 1. Actions Against Company: No action shall lie against the Company unless,as a condition precedent thereto, each INSURED has fully complied with all of the provisions of this Policy,or until the amount of the INSURED'S obligation to pay shall have been finally determined either by written agreement of the INSURED or by judgment against the INSURED after actual trial and appeal has been concluded. Any person, organization or legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No person or organization shall have any right under this Policy to join the Company as a party to any action against the INSURED to determine the INSURED liability,nor shall the Company be impleaded by the INSURED or his legal representative. 2. Additional Premiums: If, during this POLICY PERIOD,an increase in the risk or hazards covered hereunder occurs,the Company shall have the right to charge the appropriate additional premium. 3. Assignment: This Policy may not be assigned and shall be void if assigned or transferred without prior written consent of the Company. 4. Bankruptcy or Insolvency:Bankruptcy or Insolvency of the INSURED or of the INSURED estate shall not relieve the Company of any of its obligations hereunder. 5. Cancellation: This Policy may be cancelled by the NAMED INSURED by surrender thereof to the Company or any of its authorized agents or by mailingwritten notification statingwhen thereafter the cancellation shall be effective.This Policy may be cancelled by the Company for any reason,by mailing to the NAMED INSURED VP E 201(2/19) Page 5 of 9 ©2019 Virtue Risk Partners,LLC at the address shown in the Policy,written notification not less than 60 days (10 days for nonpayment of premium) thereafter such cancellation shall be effective.Proof of mailing of such notification shall be sufficient proof of notification.The time of surrender or the effective date and hour of cancellation stated in the notification shall become the end of the POLICY PERIOD. Delivery of such written notification either by the NAMED INSURED or by the Company shall be equivalent to mailing. If the NAMED INSURED cancels, earned premium shall be computed in accordance with the customary short rate table and procedure.If the Company cancels,earned premium shall be computed pro rata.Premium adjustment may be either at the time cancellation is effected or as soon as practicable after cancellation becomes effective,but payment or tender of unearned premium is not a condition of cancellation. 6. Changes: Notification to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this Policy or estop the Company from asserting any right under the terms of this Policy;nor shall the terms of this Policy be waived or changed,except by endorsement issued to form a part of this Policy. 7. Choice of Law: The policy shall be governed and construed in accordance with the laws of the State of New York,without giving effect to conflict of law rules. 8. Coverage Territory. This Policy applies to CLAIMS made: a. In the United States of America(including its territories and possessions),Puerto Rico and Canada; b. International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph 1 above;or c. All other parts of the world if the injury or damage arises out of: i. Goods or products made or sold by the INSURED in the territory described in Paragraph a. above;or ii. The activities of a person whose home is in the territory described in Paragraph a. above,but is away for a short time on your business. provided the insured's responsibility to pay damages is determined in a CLAIM on the merits,in the territory described in Paragraph a. above or in a settlement we agree to. 9. Declarations and Representations: By acceptance of this Policy,the NAMED INSURED agrees that the statements contained in the Application for insurance,all supplemental materials,CLAIM information and any other information including submitted to the Company,including but not limited to the aforementioned,are accurate and complete at the time such information was reported. All submitted information comprise the INSURED'S agreements and representations,and knowledge that this Policy is issued in reliance upon the truth of such representations and that this Policy Declarations,Provisions,and Endorsements embody all agreements existing between all INSUREDS and the Company and supersede any prior express or implied agreements relating to this Policy. The NAMED INSURED acknowledges and agrees that the Application and any other information submitted by the NAMED INSURED is incorporated into,and is part of,this Policy.The NAMED INSURED also acknowledges and agrees that the representations and warranties and contained in the Application or in any other information submitted by the NAMED INSURED in an effort to procure this Policy,are complete,true and correct and that the Company issued this Policy in specific reliance upon the representations and warranties contained in the Application and in any other information submitted by the NAMED INSURED. 10. Independent Counsel: In the event the INSURED is entitled by law to select independent counsel to defend the INSURED at the Company's expense,the attorney fees and all other litigation expenses the Company must pay to that counsel are limited to the rates the Company actually pays to counsel the Company retains in the ordinary course of business in the defense of a similar CLAIM or in the community where the CLAIM arose or is being defended. Additionally,the Company may exercise the right to require that such counsel have certain minimum qualifications with respect to their competency,including experience in defending CLAIMS similar to the one pending against the INSURED and to require such counsel to have errors and omissions insurance coverage. As respects any such counsel,the INSURED agrees that counsel will timely respond to the Company's requests for information regarding the CLAIM. Furthermore, the INSURED may at any time,by its signed consent, freely and fully waive its right to select independent counsel. VP E 201(2/19) Page 6 of 9 0 2019 Virtue Risk Partners,LLC 11. Inspection and Audit: Any of the Company's authorized representatives shall have the right and opportunity, but not the obligation,when the Company so desires,to interview persons employed by the INSURED,and to inspect at any reasonable time,during the POLICY PERIOD or thereafter,the INSURED'S premises, equipment, operations, COVERED LOCATIONS and all improvements,structures,products,ways,works, machinery and appliances thereon;but neither the Company nor its representatives shall assume any responsibility or duty to the INSURED or to any other party,person or entity,by reason of such right or inspection.Neither the Company's right to make inspections,nor the actual undertaking thereof not any report thereon shall constitute an undertaking on behalf of the INSURED or others,to determine or warrant that property or operations are safe,healthful or conform to acceptable engineering practices or are in compliance with any law,rule or regulation.The NAMED INSURED agrees to provide access to appropriate personnel to assist the Company's representatives during any inspection.The Company shall also have the right to examine or audit any financial records of the NAMED INSURED to inspect for accuracy in reporting income or revenue as represented and warranted in the Application.Premium audits may be processed as a result of such inspection,after any policy expires or is terminated.Premium adjustment calculations shall determine additional premiums due,if any,and shall not result in any mid-term downward adjustment of premium. 12. Material Change in Risk: The INSURED must endeavor to notify the Company,in writing, of any change in operations which materially increases the risk from that originally assumed by the Company at Policy inception. Any failure by the INSURED to notify the Company may void all additional risk presented to the Company, if that failure to notify the Company presents additional exposure that the company has not had the opportunity to assess or receive due consideration for.The Company reserves the right to rescind all coverage offered under this policy,accordingly. 13. Mediation and Deductible Credit: If the INSURED and the Company agree to use Mediation to resolve a covered CLAIM, and is completely resolved by such Mediation,the INSURED's Deductible obligation will be reduced by 75%, subject to a maximum monetary reduction of$35,000. For the purpose of this paragraph, Mediation means a non-binding process where a neutral panel of individuals assist the parties to reach their own settlement.When this occurs,we will reimburse the NAMED INSURED as soon as practical for any qualifying deductible amount which was already paid by the NAMED INSURED prior to the Mediation. 14. Minimum Earned Premium: If this Policy is cancelled at the request of any NAMED INSURED, the total retained by the Company shall not be less than 15. Nonrenewal:The Company may non-renew this Policy by mailing or delivering to the NAMED INSURED at the address stated on the Declarations Page,or any endorsement amending the Declarations Page,written notice of nonrenewal at least sixty(60) days before the expiration date of this Policy. The offer of Policy terms, conditions or premium different than those in effect prior to renewal,shall not constitute non-renewal. 16. Other Insurance: Connnercial Gg raeral Lability Coverage Only: a. Primary Insurance:This insurance is primary except when b. below applies. b. Excess Insurance: (1) This insurance is excess over any other insurance,whether primary,excess,contingent or on any other basis: (a) That is Fire,Extended Coverage,Builder's Risk,Installation Risk or similar coverage for"your work"; (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for"property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (d) If the loss arises out of the maintenance or use of aircraft,"auto" or watercraft to the extent not subject to Exclusion g. of Coverage A (SECTION I); or (e) That is valid and collectible insurance available to you under any other policy. VP E 201(2/19) Page 7 of 9 C 2019 Virtue Risk Partners,LLC (2) When this insurance is excess,we will have no duty under Coverages A or B to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit."If no other insurer defends,we will undertake to do so, but we will be entitled to the insure d's rights against all those other insurers. (3) When this insurance is excess over other insurance,we will pay only the amount of the loss,if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all other insurance. If a loss occurs involving two or more policies,each of which states that its insurance will be excess, then our policy will contribute on a pro rata basis. All Other Cgavera g Pitts except the Environmental Impairment LiabihZ,..CQvgmgg Part:If any part of either LOSS or CLAIMS EXPENSE are covered under this Policy and any other valid and collectible current,prior or subsequent Policy(ies)issued by any otherinsurer,this Policy shall provide coverage for such LOSS or CLAIMS EXPENSE on a pro rata basis with such other policy according to the applicable Limits of Liability of the applicable Coverage Part and such other policy. This coverage shall apply on an excess basis over any a nd all Project Specific Policies. This insurance shall in no way be increased or expanded as a result of the receivership,insolvency,or inability to pay of any insurer with respect to both the duty to indemnify and the duty to defend.This also applies to the INSURED while acting as a self-insured for any coverage.The INSURED shall promptly upon the request of the Company provide the Company with copies of all policies potentially applicable against the liability to which this Policy applies. The Company's obligation to make any payment for TRANSPORTATION shall be on an excess and non- contributory basis over any other primary and excess insurance available to the INSURED,whether collectible or not. 17. Primary Non-Contributory: Except as otherwise specified herein, this Policy shall be considered primary to any similar insurance held by third parties with respect to "your work,"YOUR SERVICES and PROFESSIONAL SERVICES performed by you under any written contractual agreement with such third party. It is further agreed that any other insurance which person(s) or organizations(s) as referenced above may have,is excess and non-contributory to this insurance. 18. Severability: Except with respect to the Limits of Liability,and any rights or duties specifically assigned in this Policy to the NAMED INSURED, this insurance applies as if each NAMED INSURED were the only NAMED INSURED and separately to each INSURED against whom a CLAIM is made. 19. Sole Agent: The NAIVIED INSURED first listed in the Declarations shall be deemed agent of, and act on behalf of, all other INSUREDS, if any,with respect to all matters involving this policy,including the payment or return,of premium, payment of all deductibles,receipt and acceptance of any endorsement issued to form a part of the Policy,giving and receiving notification of cancellation or non-renewal,and the exercise the Policy of the rights provided in the Extended Reporting Period clause,if applicable. The Company shall have the right to seek indemnification from any INSURED or any other person who may be legally liable for the debts of the NAMED INSURED. 20. Transfer or Recovery Rights: If the Company pays any amount or incurs CLAIM EXPENSE under this Policy, the Company shall be subrogated to the rights of recovery of each INSURED, against any person, firm or organization. All INSUREDS shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights,including without limitation,assignment of the INSURED rights against any person or organization on account of which the Company made payment or incurred coverage expense under this Policy. The INSURED shall do nothing to waive or prejudice such rights either prior or subsequent to any CLAIM. VP E 201(2/19) Page 8 of 9 ©2019 Virtue Risk Partners,LLC 21. Transfer of the NAMED INSURED'S Rights and Duties:The NAMED INSURED'S rights and duties under this policy may not be transferred without the Company's written consent except in the case of death of an individual NAMED INSURED. If an individual NAMED INSURED dies,their rights and duties will be transferred to the NAMED INSURED'S legal representative,but only while acting within the scope of duties as the NAMED INSURED'S legal representative. Until the NAMED INSURED'S legal representative is appointed,anyone having proper temporary custody of the NAMED INSURED'S property will have the NAMED INSURED'S rights and duties,but only with respect to that property. 22. Waiver of Subrogation:The Companywaives any right of recovery it may have against any person(s)or organization(s)to whom the NAMED INSURED agrees,in a written contract,to provide a waiver of subrogation because of payments the Company makes for injury or damage arising out of the YOUR SERVICES done under a contract with that person or organization. This status exists only for the project specifiedin that contract. Under no circumstances shall this provision act to extend the policy period,change the scope of coverage,or increase the Aggregate Limits of Insurance scheduled in the VIRTUE PACK Service Business Package Policy Declarations or in any Supplemental Declarations. This paragraph shall not apply to the Environmental Impairment Liability Coverage Part. 23. Claim and Loss Apportionment. If a Claim made against an Insured includes both covered and uncovered allegations,oris made against an Insured and others not insured,the Insured and the Company recognize that there must be an allocation between covered and uncovered Claim Expenses and Loss payments,if any.The Insured and the Company shall use good faith efforts to agree upon a fair allocation between covered and uncovered Claims,Claim Expenses,and Loss taking into account the relative legal and financial exposures,and the relative benefits obtained in connection with the defense and/or settlement of the Claim by the Insured or others. a. If the Insured and the Insurer are unable to agree on the amount of the allocation,then the Company shall pay only those amounts (excess of the Deductible)which the Company deems to be fair and equitable until a different amount shall be agreed upon or determined pursuant to the terms of this Policy. b. The Company may advance Claims Expenses and or Loss and pursuant to this paragraph prior to the final disposition of any such Claim,provided such Claim is covered by this Policy.Any such advance shall be on the condition that: (1) the appropriate Deductible has been satisfied;and (2) any amounts advanced by the Company shall serve to reduce the Limit of Liability stated in the Declarations to the extent they are not in fact repaid;and (3) the Insured and the Company have agreed upon the portion of the Claims Expenses or Loss attributable to covered Claims against the Insureds; provided,however,if no agreement,the Company shall pay Costs of Defense as specified herein;and (4)in the event it is finally established that the Company has no liability under the Policy for such Claim,the Insured will repay the Company all Claims Expenses and/or Loss advanced by virtue of this provision. All other policy terms and conditions shall remain the same. PLEASE READ THIS ENDORSEMENT CAREFULLY AND COMPLETELY. THIS ENDORSEMENT CHANGES THE POLICY. ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME. VP E 201(2/19) Page 9 of 9 C 2019 Virtue Risk Partners,LLC This page has been left blank intentionally. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part,and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights,duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT—INCREASED LIMIT C. EMPLOYEES AS INSURED I. WAIVER OF DEDUCTIBLE—GLASS D. SUPPLEMENTARY PAYMENTS — INCREASED J. PERSONAL PROPERTY LIMITS K. AIRBAGS E. TRAILERS—INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT A. BLANKET ADDITIONAL INSURED performing duties related to the conduct of The following is added to Paragraph A.1.,Who Is your business. An Insured,of SECTION II—COVERED AUTOS 2. The following replaces Paragraph b. in B.6., LIABILITY COVERAGE: Other Insurance, of SECTION IV — BUSI- Any person or organization who is required under NESS AUTO CONDITIONS: a written contract or agreement between you and b. For Hired Auto Physical Damage Cover- that person or organization, that is signed and age, the following are deemed to be cov- executed by you before the "bodily injury" or ered "autos"you own: "property damage" occurs and that is in effect during the policy period,to be named as an addi- (1) Any covered "auto" you lease, hire, tional insured is an "insured" for Covered Autos rent or borrow;and Liability Coverage, but only for damages to which (2) Any covered "auto" hired or rented by this insurance applies and only to the extent that your "employee" under a contract in person or organization qualifies as an "insured" an "employee's" name, with your under the Who Is An Insured provision contained permission, while performing duties in Section II, related to the conduct of your busi- B. EMPLOYEE HIRED AUTO ness. 1. The following is added to Paragraph A.1., However, any"auto"that is leased, hired, Who Is An Insured, of SECTION II — COV- rented or borrowed with a driver Is not a ERED AUTOS LIABILITY COVERAGE: covered "auto". An "employee" of yours is an "insured" while C. EMPLOYEES AS INSURED operating a covered "auto" hired or rented The following is added to Paragraph A.1.,Who Is under a contract or agreement in an "em- An Insured, of SECTION II—COVERED AUTOS ployee's" name, with your permission, while LIABILITY COVERAGE: CA T4 20 02 16 ©2015 The Travelers Indemnity Company.All rights reserved, Page 1 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO Any"employee"of yours is an "insured"while us- (2) An adjustment for depreciation and physical ing a covered"auto"you don't own, hire or borrow condition will be made in determining actual in your business or your personal affairs. cash value in the event of a total"loss". D. SUPPLEMENTARY PAYMENTS — INCREASED (3) If a repair or replacement results in better LIMITS than like kind or quality,we will not pay for the 1. The following replaces Paragraph A.2.a.(2)of amount of betterment. SECTION II—COVERED AUTOS LIABILITY (4) A deductible equal to the highest Physical COVERAGE: Damage deductible applicable to any owned (2) Up to $3,000 for cost of bail bonds (in- covered "auto". cluding bonds for related traffic law viola- (6) This Coverage Extension does not apply to: tions) required because of an "accident" (a) Any "auto" that is hired, rented or bor- we cover. We do not have to furnish rowed with a driver;or these bonds. 2. The following replaces Paragraph A.2.a.(4)of (b) Any "athat is hired, rented or bor- SECTION II—COVERED AUTOS LIABILITY rowed from your"employee". COVERAGE: G. PHYSICAL DAMAGE — TRANSPORTATION (4) All reasonable expenses incurred by the EXPENSES—INCREASED LIMIT "insured" at our request, including actual The following replaces the first sentence in Para- loss of earnings up to $500 a day be- graph A.4.a., Transportation Expenses, of cause of time off from work. SECTION III — PHYSICAL DAMAGE COVER- E. TRAILERS—INCREASED LOAD CAPACITY AGE: The following replaces Paragraph C.I. of SEC- We will pay up to $50 per day to a maximum of TION I—COVERED AUTOS: $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- 1. "Trailers" with a load capacity of 3,000 ered"auto"of the private passenger type. pounds or less designed primarily for travel H. AUDIO, VISUAL AND DATA ELECTRONIC on public roads. EQUIPMENT—INCREASED LIMIT F. HIRED AUTO PHYSICAL DAMAGE Paragraph C.1.b. of SECTION III — PHYSICAL The following is added to Paragraph AA., Cover- DAMAGE COVERAGE is deleted. age Extensions, of SECTION III — PHYSICAL I. WAIVER OF DEDUCTIBLE—GLASS DAMAGE COVERAGE: The following is added to Paragraph D., Deducti- Hired Auto Physical Damage Coverage ble, of SECTION III — PHYSICAL DAMAGE If hired "autos" are covered "autos" for Covered COVERAGE: Autos Liability Coverage but not covered "autos" No deductible for a covered "auto" will apply to for Physical Damage Coverage, and this policy glass damage if the glass is repaired rather than also provides Physical Damage Coverage for an replaced. owned "auto", then the Physical Damage Cover- J. PERSONAL PROPERTY age is extended to "autos" that you hire, rent or The following is added to Paragraph AA., Cover- borrow subject to the following: age Extensions, of SECTION III — PHYSICAL (1) The most we will pay for "loss" to any one DAMAGE COVERAGE: "auto" that you hire, rent or borrow is the Personal Property Coverage lesser of: We will pay up to $400 for "loss" to wearing ap- (a) $50,000; pare[and other personal property which is: (b) The actual cash value of the damaged or (1) Owned by an"insured";and stolen property as of the time of the (2) In or on your covered"auto". "loss";or This coverage only applies in the event of a total (c) The cost of repairing or replacing the theft of your covered"auto". damaged or stolen property with other No deductibles apply to Personal Property cover- property of like kind and quality. age. Page 2 of 3 ®2015 The Travelers Indemnity Company.All rights reserved CA T4 20 02 16 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL AUTO K. AIRBAGS (2) Any: The following is added to Paragraph B.3., Exclu- (a) Overdue lease or loan payments at the sions, of SECTION III — PHYSICAL DAMAGE time of the"loss"; COVERAGE: (b) Financial penalties imposed under a Exclusion 3.a. does not apply to 'loss" to one or lease for excessive use, abnormal wear more airbags in a covered"auto"you own that in- and tear or high mileage; flate due to a cause other than a cause of'loss" set forth in Paragraphs A.1.b. and A.1.c., but (c) Security deposits not returned by the les- only: sor; a. If that"auto" is a covered "auto"for Compre- (d) Costs for extended warranties, Credit Life hensive Coverage under this policy; Insurance, Health, Accident or Disability b. The airbags are not covered under any war- Insurance purchased with the loan or ranty; and lease; and c. The airbags were not intentionally inflated. (6) Carry-over balances from previous loans or leases. We will pay up to a maximum of $1,000 for any M. BLANKET WAIVER OF SUBROGATION one'loss". L. AUTO LOAN LEASE GAP The following replaces Paragraph A.6., Transfer Of Rights Of Recovery Against Others To Us, The following is added to Paragraph AA., Cover- of SECTION IV — BUSINESS AUTO CONDI- age Extensions, of SECTION III — PHYSICAL TIONS: DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private 6. Transfer Of Rights Of Recovery Against Passenger Type Vehicles Others To Us In the event of a total"loss"to a covered"auto"of We waive any right of recovery we may have the private passenger type shown in the Schedule against any person or organization to the ex- or Declarations for which Physical Damage Cov- tent required of you by a written contract exe- erage is provided, we will pay any unpaid amount cuted prior to any "accident" or 'loss", pro- due on the lease or loan for such covered "auto" vided that the"accident"or"loss"arises out of less the following: the operations contemplated by such con- (1) The amount paid under the Physical Damage tract.The waiver applies only to the person or Coverage Section of the policy for that"auto"; organization designated in such contract. and CA T4 20 02 16 02015 The Travelers Indemnity Company.All rights reserved Page 3 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission This page has been left blank intentionally. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY KITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and Any person or organization who is required under paragraph d. of this part 5. Other Insurance, this a written contract or agreement between you and insurance is primary to and non-contributory with that person or organization, that is signed and applicable other insurance under which an addi- executed by you before the "bodily injury" or tional insured person or organization is the first "property damage" occurs and that is in effect named insured when the written contract or during the policy period, to be named as an addi- agreement between you and that person or or- tional insured is an "insured" for Covered Autos ganization, that is signed and executed by you Liability Coverage, but only for damages to which before the "bodily injury" or "property damage" this insurance applies and only to the extent that icy pe- person or organization qualifies as an "insured" occurs requires his lin urance toct nbe primahe lry and under the Who Is An Insured provision contained in SECTION II. non-contributory. CA T4 74 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. This page has been left blank intentionally.