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#18-7322 (WPM-Couthern, LLC) TRI-PARTY CONSTRUCTION AGREEMENT THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, ("COUNTY"), and CITY OF NAPLES, FLORIDA, A FLORIDA MUNICIPAL CORPORATION (the "CITY") (collectively, "Owner") hereby contracts with WPM-Southern, LLC ("Contractor") of 8127 Industrial Park Drive, Grand Blanc, MI 48439, a Michigan Company, authorized to do business in the State of Florida,to perform all work("Work") in connection with West Goodlette-Frank Road Area Joint Stormwater-Sewer Project, Invitation to Bid No. 18-7322("Project"), as said Work is set forth in the Plans and Specifications prepared by Q. Grady Minor & Associates, P.A., the Engineer and/or Architect of Record ("Design Professional") and other Contract Documents hereafter specified. Owner and Contractor, for the consideration herein set forth, agree as follows: Section 1. Interlocal Agreement. This is a joint project between Collier County, Florida and the City of Naples, Florida, pursuant to their Interlocal Agreement recorded on November 10, 2016, in OR 5332, PG 3607 and the First Amendment to Interlocal Agreement (hereafter, the "Interlocal Agreement"), which is incorporated into this Tri-Party Construction Agreement by reference. The County is overseeing and responsible for the stormwater improvement portion and the City for the utilities improvement portion of the Project as set forth in the Interlocal Agreement, as amended. Section 2. Contract Documents. A. The Contract Documents consist of this Agreement, the Exhibits described in Section 6 hereof, the Legal Advertisement, the Bidding Documents and any duly executed and issued addenda, Change Orders, Work Directive Changes, Field Orders and amendments relating thereto. All of the foregoing Contract Documents are incorporated by reference and made a part of this Agreement (all of said documents including the Agreement sometimes being referred to herein as the "Contract Documents" and sometimes as the "Agreement" and sometimes as the "Contract"). A copy of the Contract Documents shall be maintained by Contractor at the Project site at all times during the performance of the Work. B. Owner shall furnish to the Contractor one reproducible set of the Contract Documents and the appropriate number of sets of the Construction Documents, signed and sealed by the Design Professional, as are reasonably necessary for permitting. Section 3. Scope of Work. Contractor agrees to furnish and pay for all management, supervision,financing, labor, materials, tools, fuel, supplies, utilities, equipment and services of every kind and type necessary to diligently, timely, and fully perform and complete in a good and workmanlike manner the Work required by the Contract Documents. Section 4. Contract Amount. The Project payments will be made consistent with the Interlocal Agreement, as amended. COUNTY: In consideration of the faithful performance by Contractor of the covenants in this Agreement to the full satisfaction and acceptance of the County, County agrees to pay, or cause to be paid, to Contractor the following amount, in accordance with the terms of this Agreement: 1 Six Million, Seven Hundred Fifteen Thousand, Two Hundred and Thirty-Nine Dollars ($6,715,239.00) See Exhibit A-1: Contractor's Bid Schedule. CITY: In consideration of the faithful performance by Contractor of the covenants in this Agreement to the full satisfaction and acceptance of the City, City agrees to pay, or cause to be paid, to Contractor the following in accordance with the terms of this Agreement: Seven Million, Six Hundred Fifty-Four Thousand, Seven Hundred and Sixty-One Dollars ($7,654,761.00) See Exhibit A-1: Contractor's Bid Schedule. PROJECT EXPENSES. The Project expenses, more specifically set forth in the construction ITB's Bid Schedule at Section 1: General, shall be shared equally by the County and City. See Exhibit A-1: Contractor's Bid Schedule. The total combined amount for the project is: Fourteen Million, Three Hundred and Seventy Thousand Dollars ($14,370,000.00). Section 5. Performance and Payment Bonds. A. Contractor shall provide Performance and Payment Bonds, in the form prescribed in Exhibit B-1 and B-2, in the amount of 100% of the Contract Amount, the costs of which are to be paid by Contractor. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, the surety shall meet the requirements of the Department of the Treasury Fiscal Service, "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies" circular. This circular may be accessed via the web at www.fms.treas.qov/c570/c570.html#certified. Should the Contract Amount be less than $500,000, the requirements of Section 287.0935, F.S. shall govern the rating and classification of the surety. B. If the surety for any bond furnished by Contractor is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall, within five(5) calendar days thereafter, substitute at its cost and expense another bond and surety, both of which shall be subject to the Owner's approval. Section 6. Contract Time and Liquidated Damages. A. Time of Performance. Time is of the essence in the performance of the Work under this Agreement. The "Commencement Date" shall be established in the written Notice to Proceed to be issued by the Project Manager, as hereinafter defined. Contractor shall commence the Work within five (5) calendar days from the Commencement Date. No Work shall be performed at the Project site prior to the Commencement Date. Any Work performed by Contractor prior to the Commencement Date shall be at the sole risk of Contractor. Contractor shall achieve Substantial Completion within six hundred and seventy (670) calendar days from the Commencement Date (herein "Contract Time"). The date of Substantial Completion of the Work(or designated portions thereof) is the date certified by the Design Professional when construction is sufficiently complete, in accordance with the Contract Documents, so Owner can occupy or utilize the Work (or designated portions thereof) for the use for which it is intended. Contractor shall achieve Final Completion within sixty (60) calendar days after the date of Substantial Completion. Final Completion shall occur when the Agreement is completed in its entirety, is accepted by the Owner as complete and is so stated by the Owner as completed. As used herein and throughout the cvContract Documents, the phrase "Project Manager" refers to the Owner's duly authorized 2 representative and shall mean the Division Administrator or Department Director, as applicable, acting directly or through duly authorized representatives. B. Liquidated Damages in General. Owner and Contractor recognize that, since time is of the essence for this Agreement, Owner will suffer financial loss if Contractor fails to achieve Substantial Completion within the time specified above, as said time may be adjusted as provided for herein. In such event, the total amount of Owner's damages, will be difficult, if not impossible, to definitely ascertain and quantify. Should Contractor fail to achieve Substantial Completion within the number of calendar days established herein, Owner shall be entitled to assess, as liquidated damages, but not as a penalty, Four Thousand, Two Hundred and Seventeen Dollars ($4,217.00)for each calendar day thereafter until Substantial Completion is achieved. Further, in the event Substantial Completion is reached, but the Contractor fails to reach Final Completion within the required time period, Owner shall also be entitled to assess and Contractor shall be liable for all actual damages incurred by Owner as a result of Contractor failing to timely achieve Final Completion. The Project shall be deemed to be substantially completed on the date the Project Manager(or at his/her direction, the Design Professional) issues a Certificate of Substantial Completion pursuant to the terms hereof. Contractor hereby expressly waives and relinquishes any right which it may have to seek to characterize the above noted liquidated damages as a penalty, which the parties agree represents a fair and reasonable estimate of the Owner's actual damages at the time of contracting if Contractor fails to Substantially or Finally Complete the Work within the required time periods. C. Computation of Time Periods. When any period of time is referenced by days herein, it shall be computed to exclude the first day and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day shall be omitted from the computation, and the last day shall become the next succeeding day which is not a Saturday, Sunday or legal holiday. D. Determination of Number of Days of Default. For all contracts, regardless of whether the Contract Time is stipulated in calendar days or working days, the Owner will count default days in calendar days. E. Right of Collection. The Owner has the right to apply any amounts due Contractor under this Agreement or any other agreement between Owner and Contractor, as payment on such liquidated damages due under this Agreement in Owner's sole discretion. Notwithstanding anything herein to the contrary, Owner retains its right to liquidated damages due under this Agreement even if Contractor, at Owner's election and in its sole discretion, is allowed to continue and to finish the Work, or any part of it, after the expiration of the Contract Time including granted time extensions. F. Completion of Work by Owner. In the event Contractor defaults on any of its obligations under the Agreement and Owner elects to complete the Work, in whole or in part, through another contractor or its own forces, the Contractor and its surety shall continue to be liable for the liquidated damages under the Agreement until Owner achieves Substantial and Final Completion of the Work. Owner will not charge liquidated damages for any delay in achieving Substantial or Final Completion as a result of any unreasonable action or delay on the part of the Owner. G. Final Acceptance by Owner. The Owner shall consider the Agreement complete when the Contractor has completed in its entirety all of the Work and the Owner has accepted all of the Work and notified the Contractor in 3 writing that the Work is complete. Once the Owner has approved and accepted the Work, Contractor shall be entitled to final payment in accordance with the terms of the Contract Documents. H. Recovery of Damages Suffered by Third Parties. Contractor shall be liable to Owner to the extent Owner incurs damages from a third party as a result of Contractor's failure to fulfill all of its obligations under the Contract Documents. Owner's recovery of any delay related damages under this Agreement through the liquidated damages does not preclude Owner from recovering from Contractor any other non-delay related damages that may be owed to it arising out of or relating to this Agreement. Section 7. Exhibits Incorporated. Exhibits Incorporated: The following documents are expressly agreed upon, attached hereto and made a part of this Agreement for Solicitation 18-7322—West Goodlette-Frank Road Area Joint Stormwater-Sewer Project. Exhibit A-1: Contractor's Bid Schedule Exhibit A-2: Contractor's Bid Submittal Forms and Addendums Exhibit A-3: Contractor's List of Key Personnel Exhibit B-1: Payment Bond Forms Exhibit B-2: Performance Bond Forms Exhibit B-3: Insurance Requirements Exhibit C: County's Release and Affidavit Form (The City of Naples shall use a similar form modified for its specific use.) Exhibit D: Contractor Application for Payment Form Exhibit E: Change Order Form Exhibit F: Certificate of Substantial Completion Form Exhibit G: Final Payment Checklist Exhibit H: General Terms and Conditions The following documents are expressly agreed to be incorporated by reference and made a part of this Agreement for Solicitation 18-7322 — West Goodlette-Frank Road Area Joint Stormwater-Sewer Project. The complete contract documents, including Addendum with attachments, are available on the County's on-line bidding system: https://vvww.bidsync.com/bidsync-cas/, which the parties agree comprise the final integrated agreement executed by the parties. Sections corresponding to any checked box ( ® ) expressly apply to the terms of this Agreement and are available through the County's on-line bidding system. ®Exhibit I: Supplemental Terms and Conditions ®Exhibit J: Technical Specifications 'Exhibit K: Permits nExhibit L: Standard Details Exhibit M: Plans and Specifications prepared by Q. Grady Minor&Associates,P.A. and identified as follows: Plans_050718.pdf as shown on Plan Sheets 1 through 175. a-1) 4 Section 8. Notices A. All notices required or made pursuant to this Agreement by the Contractor to the County shall be shall be deemed duly served if delivered by U.S. Mail, E-mail or Facsimile, addressed to the following: Collier County Board of County Commissioners, Florida Growth Management Stormwater Management 2685 South Horseshoe Drive, Suite 103, Naples, FL 34104 Attn: Robert Wiley, Principal Project Manager Email: Robert.Wiley(a�colliercountyfl.gov Phone: 239-252-2322 B. All notices required or made pursuant to this Agreement by the Contractor to the City shall be shall be deemed duly served if delivered by U.S. Mail, E-mail or Facsimile, addressed to the following: City of Naples Utilities Department 380 Riverside Circle Naples, FL 34102 Attn: Allyson Holland, PE, Deputy Utilities Director Phone: 239-213-4713 C. All notices required or made pursuant to this Agreement by Owner to Contractor shall be made in writing and shall be deemed duly served if delivered by U.S. Mail, E-mail or Facsimile, addressed to the following: WPM-Southern, LLC 8127 Industrial Park Drive Grand Blanc, MI 48439 Attn: William Leoni Jr. Email: Tleoni(a7wpmcivil.com Phone: 810-606-1400 D. Either party may change its above noted address by giving written notice to the other party in accordance with the requirements of this Section. Section 9. PUBLIC ENTITY CRIMES. 9.1 By its execution of this Contract, Construction Contractor acknowledges that it has been informed by Owner of the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity in excess of 5 the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Section 10. Modification. No modification or change to the Agreement shall be valid or binding upon the parties unless in writing and executed by the party or parties intended to be bound by it. Section 11. Successors and Assigns. Subject to other provisions hereof, the Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to the Agreement. Section 12. Governing Law. The Agreement shall be interpreted under and its performance governed by the laws of the State of Florida. Section 13. No Waiver. The failure of the Owner to enforce at any time or for any period of time any one or more of the provisions of the Agreement shall not be construed to be and shall not be a waiver of any such provision or provisions or of its right thereafter to enforce each and every such provision. Section 14. Entire Agreement. Each of the parties hereto agrees and represents that the Agreement comprises the full and entire agreement between the parties affecting the Work contemplated, and no other agreement or understanding of any nature concerning the same has been entered into or will be recognized, and that all negotiations, acts, work performed, or payments made prior to the execution hereof shall be deemed merged in, integrated and superseded by the Agreement. Section 15. Severability. Should any provision of the Agreement be determined by a court to be unenforceable, such a determination shall not affect the validity or enforceability of any other section or part thereof. Section 16. Change Order Authorization. The Project Manager shall have the authority on behalf of the Owner to execute all Change Orders and Work Directive Changes to the Agreement to the extent provided for under the Owner's procurement ordinance and policies and accompanying administrative procedures. Section 17. Construction. Any doubtful or ambiguous language contained in this Agreement shall not be construed against the party who physically prepared this Agreement. The rule sometimes referred to as "fortius contra proferentum (pursuant to which ambiguities in a contractual term which appears on its face to have been inserted for the benefit of one of the parties shall be construed against the benefited party) shall not be applied to the construction of this Agreement. 6 Section 18. Order of Precedence In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Construction Agreement and the General Terms and Conditions shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Construction Agreement and the General Terms and Conditions. To the extent any conflict in the terms of the Contract Documents including the Owner's Board approved Executive Summary cannot be resolved by application of the Supplemental Conditions, if any, or the Construction Agreement and the General Terms and Conditions, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at Owner's discretion. IN WITNESS WHEREOF, the parties have executed this Agreement on the date(s) indicated below, CONTRACTOR: / / / WPM-S 0 H RN,LL A_ _,,• s „4 /� / Co' = tor First Witn ,_ r f By: , ./ � Les.._._ `n. 4//,,,,,,,,„€__, tins re Print Name i , .-76/ J/ltd./4U Let.7-k..L 13 (YYL".J U-(...- ITType/print signature and thief Cont actor Second Witness 6 —/Z -l8 Qt^nk ^j( Date Print Name COLLIER CO Y: AS TO COLLIER COUNTY: BOARD • • C' NTY C• .IONERS OF G COLLI 4 ' CO f FLORET1T/ Date: U,0-' C)-Do1 a • Attest: ,... CRYSTAL K. KINZELx CLERK By: Signature Anal 5 ` Cir,.\ \..�mO.n By: k /O •Ct type/print signature and titleAttest as t0- at ;y Perk of Courts -7- 10- ISS Pp , 1 L 62 % i` a d Legality: Date ....- ,.7 �r Deputy County Attorney S' e•o tI R �e-re - -. Print Name CITY OF NAPLES,FLORIDA: AS TO CITY OF NAPLES: hf '? Date: /(_ 424 F-- B jAlir ATTEST: )' • J t e .�+ ass. tType/print signature and titiel' By: 4.24,44.4t.-. : ,fi '. A At.) icia L.•,R;atanbosk, perk, Date Approved as to P rm—.141U20 W ':‘, aand'£.gality: ,,; IP ,� y a ..---- Attorney s ikKkt -b GdX Print Name a . EXHIBIT A-1: CONTRACTOR'S BID SCHEDULE (FOLLOWING THIS PAGE) 0 4 ITEM NO. DESCRIPTION EST. UNIT UNIT PRICE AMOUNT QTY. SECTION 1:GENERAL(CITY OF NAPLES/COLLIER COUNTY) 1.1 Mobilization/Demobilization(Max 10%of base bid) 1 LS $1,300,000.00 $ 1,300,000.00 1.2 Maintenance of Traffic 1 LS $975,712.00 $ 975,712.00 1.3 Survey Layout&Record Drawings 1 LS $125,800.00 $ 125,800.00 1.4 Pre-Construction Video&Photographs 1 LS $32,000.00 $ 32,000.00 1.5 Remove,Dispose,and Replace Driveway a. Concrete 6,600 SY $52.00 $ 343,200.00 b. Decorative Concrete 1,000 SY $99.00 $ 99,000.00 c. Asphalt 1,200 SY $78.00 $ 93,600.00 d. Brick Pavers 1,600 SY $93.00 $ 148,800.00 1.6 Remove,Dispose,and Replace Sidewalk 2,600 SY $51.00 $ 132,600.00 1.7 Road Restoration-Stabilized Subgrade 35,000 SY $7.00 $ 245,000.00 1.8 Road Restoration-Limerock Base(6-inch Limerock Base) 30,000 SY $11.55 $ 346,500.00 1.9 Road Restoration-2-1/2"Asphalt(Two Lifts) 29,000 SY $14.00 $ 406,000.00 1.10 Milling&Resurfacing 6,600 SY $13.37 $ 88,242.00 1.11 Private Property Tree Removal 100 EA $400.00 $ 40,000.00 SECTION 1 SUBTOTAL: $4,376,454.00 SECTION 2:WATER SYSTEM(CITY OF NAPLES) 2.1 6-inch C900 DR18 PVC Water Main Pipelines 14,750 LF $30.00 $442,500.00 2.2 6-inch Gate Valves and Boxes 65 EA $870.00 $56,550.00 2.3 Fire Hydrant Assemblies 35 EA $3,600.00 $126,000.00 2.4 Water Services a. Single Short Water Service 138 EA $1,000.00 $138,000.00 b. Double Short Water Service 10 EA $1,200.00 $12,000.00 c. Single Long Water Service 155 EA $1,350.00 $209,250.00 d. Double Long Water Service 10 EA $1,500.00 $15,000.00 2.5 Connection to Existing Water Main a. Hollygate Lane/Hemmingway 1 EA $3,000.00 $3,000.00 b. Frank Whiteman Blvd/US 41 1 EA $18,000.00 $18,000.00 c. Ohio Drive/10 Street North 1 EA $3,000.00 $3,000.00 d. Highpoint Circle/14th Street 1 EA $3,000.00 $3,000.00 e. Rosemary/US41 1 EA $18,000.00 $18,000.00 f. Ridge Street/Rosemary Lane 1 EA $2,800.00 $2,800.00 2.6 Bacteriological Sample Points a. Temporary Sample Point 14 EA $600.00 $8,400.00 b. Permanent Sample Point 6 EA $1,400.00 $8,400.00 2.7 Air Release Valves 5 EA $3,000.00 $15,000.00 Grout Abandonment of Existing Water Main(4-inch and 2.8 6,000 CF $12.15 $72,900.00 Larger) Remove and Dispose Existing Water Main(4-inch and 1,000 LF $22.25 $22,250.00 2.9 Larger) SECTION 2 SUBTOTAL: $1,174,050.00 SECTION 3:WASTEWATER SYSTEM (CITY OF NAPLES) 3.1 Force Main Pipelines a. 4-inch DR11 HDPE(Directional Drilled) 190 LF $2,800.00 $532,000.00 b. 4-inch C900 DR18 PVC 80 LF $181.00 $14,480.00 c. 6-inch C900 DR18 PVC 1,625 LF $50.00 $81,250.00 c. 8-inch C900 DR18 PVC 2,650 LF $53.00 $140,450.00 3.2 10-inch PVC Gravity Sewer a. (0-6 Feet) 1,250 LF $67.00 $83,750.00 b. (6-10 Feet) 9,550 LF $70.00 $668,500.00 c. (10-14 Feet) 5,500 LF $82.00 $451,000.00 d. (14+Feet) 950 EA $110.00 $104,500.00 3.3 Sanitary Sewer Service Lateral 350 EA $2,225.00 $778,750.00 3.4 Air Release Valves 8 EA $2,900.00 $23,200.00 3.5 Resilient Seat Gate Valves and Boxes a. 4-inch 2 EA $787.00 $1,574.00 b. 6-inch 6 EA $912.00 $5,472.00 c. 8-inch 4 EA $1,300.00 $5,200.00 d. 6-inch insert valve 1 EA $9,200.00 $9,200.00 3.6 Precast Concrete Manholes a. (0-6 Feet) 8 EA $6,200.00 $49,600.00 b. (6-10 Feet) 25 EA $7,300.00 $182,500.00 c. (10-14 Feet) 16 EA $10,200.00 $163,200.00 d. (14+Feet) 4 EA $12,000.00 $48,000.00 3.7 New Wastewater Pump Station a. PS 132 1 LS $185,000.00 $185,000.00 b. PS 133 1 LS $235,000.00 $235,000.00 3.8 PS 72&73 Discharge Tie-in 1 LS $8,900.00 $8,900.00 PS 133 Emergency Diesel Pumping System (EDPs) 3.9 Installation 1 LS $24,000.00 $24,000.00 SECTION 3 SUBTOTAL: $3,795,526.00' SECTION 4;STORMWATER SYSTEM (COLLIER COUNTY) 4.1 15-inch Perforated HDPE Pipe 2,750 LF $61.00 $167,750.00 4.2 18-inch Perforated HDPE Pipe 2,500 LF $65.00 $162,500.00 4.3 24-inch Perforated HDPE Pipe 3,500 LF $78.00 $273,000.00 4.4 HDPE Pipe a. 15-inch 10,500 LF $65.00 $682,500.00 b. 18-inch 1,000 LF $68.00 $68,000.00 c. 24-inch 3,000 LF $80.00 $240,000.00 d. 30-inch 2,500 LF $96.00 $240,000.00 • e. 36-inch 800 LF $102.00 $81,600.00 4.5 RCP a. 15-inch 5,000 LF $70.00 $350,000.00 b. 18-inch 400 LF $75.00 $30,000.00 c. 24-inch 750 LF $88.00 $66,000.00 d. 30-inch 450 LF $105.00 $47,250.00 e. 36-inch 500 LF $125.00 $62,500.00 4.6 Concrete Mitered End Sections a. 15-inch 147 EA $450.00 $66,150.00 b. 18-inch 1 EA $500.00 $500.00 c. 30-inch 1 EA $1,400.00 $1,400.00 d. 36-inch 1 EA $1,800.00 $1,800.00 4.7 Catch Basins a. Ditch Bottom Inlet Type C 146 EA $2,100.00 $306,600.00 b. Ditch Bottom Inlet Type E 32 EA $3,500.00 $112,000.00 c. Ditch Bottom Inlet Type E w/Weir Wall 4 EA $3,500.00 $14,000.00 4.8 Cylindrical Junction Structures 6 EA $2,100.00 $12,600.00 4.9 Concrete Headwall 2 EA $2,200.00 $4,400.00 4.10 Inline Yard Drain(LD) 196 EA $1,200.00 $235,200.00 4.11 Type X Yard Drain(YD) 72 EA $1,600.00 $115,200.00 4.12 Valley Gutter 160 LF $15.00 $2,400.00 4.13 J-Bottom a. 5'x 5'Modified Top 12 1 EA $3,800.00 $45,600.00 b. 5'x 5'Valley Gutter Inlet 1 EA $3,200.00 $3,200.00 c. 5'x 5'Modified Top with USF 170 Ring and Type E Cover 1 EA $4,300.00 $4,300.00 d. 5'x 5'Mono Top w/USF 170,Type E,&C Cover w/Weir Wall 1 EA $4,300.00 $4,300.00 e. 5'x 7'Mono Top w/USE 170,Type E,&C Cover w/Weir Wall 1 EA $4,500.00 $4,500.00 5'x 7' Mono Top w/ two USF 170 & Type E Cover w/ Weir f. Wall 2 EA $4,500.00 $9,000.00 4.14 Connection to Existing Storm Structure 4 EA $2,800.00 $11,200.00 4.15 Connection of Existing Storm Pipe to New Storm Structure 4 EA $2,500.00 $10,000.00 4.16 Box Culvert 2 EA $136,000.00 $272,000.00 4.17 Swale Grading 25,000 LF $12.00 $300,000.00 SECTION 4 SUBTOTAL: $4,007,450.00 SECTION 5 CONTINGENCY(City of Naples/Collier County) 5.1 City of Naples Contingency $496,958.00 5.2 Collier County Contingency $519,562.00 SECTION 5 SUBTOTAL: $1,016,520.00 SUMMARY Section 1: General $4,376,454.00 Section 2: Water System $1,174,oso.00 Section 3: Wastewater System $3,795,526.00 Section 4: Stormwater System $4,007,450.00 Section 5: Contingency $1,016,520.00 TOTAL: $14,370,000.00 EXHIBIT A-2: CONTRACTOR'S BID SUBMITTAL FORMS AND ADDENDUM (FOLLOWING THIS PAGE) 10 -ter Coin Email: adam.northrup(a.colliercountyfl.gov Admkis tive SariAces Di ion Telephone: (239) 252-6098 Proojrerrrr.S,Nw. s Addendum #1 Date: 04/27/2018 From: Adam Northrup, Procurement Strategist To: Interested Bidders Subject: Addendum #1 18-7322—West Goodlette Frank Road Area Joint Stormwater-Sewer Project The following change is made to the above mentioned Collier County solicitation: The file titled "Exhibit I Grant Contract Provisions and Assurances—EPA" has been included with this addenda and added to the solicitation. The closing date for this solicitation has been moved to May 14th, 2018. The question and answer period for this solicitation closes on May 7th, 2018 at 5:00PM EST. If you require additional information please post a question on the Online Bidding site or contact me at the information noted above. Please si:• '•to,•'and return a copy of this Addendum with your submittal for the above referenced solicitation. (Si:• to• ) Date N — r�� rt�E4,cJ ta_c_ (Name of Firm) Colter County Email: adam.northrup( colliercountvfl.ciov Administrative Services Division Telephone: (239) 252-6098 Procurement Services Addendum#2 Date: 05/07/2018 From: Adam Northrup, Procurement Strategist To: Interested Bidders Subject: 18-7322—West Goodlette Frank Road Area Joint Stormwater-Sewer Project The following change is made to the above mentioned Collier County solicitation: The file titled "Exhibit M Plans 050718"has been issued with this addenda and replaces the previous Plans document. The plans have been updated to reflect the following: - Stormwater structure changes (clouded on sheets 52-53 & 132-136). - Stormwater outfall control structure changes (clouded on sheet 161). - Catch Basin and Control Structure Details modified/added(clouded on sheet 172) The file titled "Exhibit J Technical Specifications 050718"has been reissued with this addenda. The document have been updated as follows: - Section I "Project Description"quantities have been updated. - Section III "Bid Schedule"quantities and stormwater structure types have been updated. - Section IV "Measurement and Payment"Payment Item and Section 1 General Requirements descriptions and types have been revised/updated. The file titled "18-7322_BidSchedule_050718"has been reissued with this addenda. The document quantities and stormwater structure types have been updated. The file titled "Exhibit K_Water Use_Permitjor Dewatering 050718"has been included with this addenda and added to the solicitation. The file titled "18-7322 Bid Specs"has been removed from the solicitation, it was added in error. The question and answer period has been extended until 05/08/2018 at 5:00PM If you require additional information please post a question on the Online Bidding site or contact me at the information not-. above. Please sign bel return a copy of this Addendum with your submittal for the above referenced s i ; i n. ie (Signat 7 Da (Name of Firm) \ / FORM 1-BID RESPONSE FORM BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY,FLORIDA West Goodlette-Frank Road Area Joint Stormwater-Sewer Project BID NO. 18-7322 Full Name of Bidder WPM—Southern,LLC Main Business Address 8127 Industrial Park Drive,Grand Blanc, MI.,48439 Place of Business Telephone No. 810-606-1400 Fax No. 810-606-1411 State Contractor's License# CGC1506764,CUC 1224291 State of Florida Certificate of Authority Document Number M05000006857 Federal Tax Identification Number 20-3871794 DUNS# CCR# Cage Code To: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA (hereinafter called the Owner) The undersigned,as Bidder declares that the only person or parties interested in this Bid as principals are those named herein, that this Bid is submitted without collusion with any other person, firm or corporation; that it has carefully examined the location of the proposed Work,the proposed form of Agreement and all other Contract Documents and Bonds,and the Contract Drawings and Specifications. Bidder proposes, and agrees if this Bid is accepted, Bidder will execute the Agreement included in the Bidding Documents, to provide all necessary machinery, tools, apparatus and other means of construction, including utility and transportation services necessary to do all the Work, and furnish all the materials and equipment specified or referred to in the Contract Documents in the manner and time herein prescribed and according to the requirements of the Owner as therein set forth, furnish the Contractor's Bonds and Insurance specified in the General Conditions of the Contract,and to do all other things required of the Contractor by the Contract Documents,and that it will take full payment the sums set forth in the following Bid Schedule: Unit prices shall be provided in no more than two decimal points,and in the case where further decimal points are inadvertently provided,rounding to two decimal points will be conducted by Procurement Services Division staff. 0 FORM 2 CONTRACTOR'S KEY PERSONNEL.ASSIGNED TO THE PROJECT West Goodlette-Frank Road Area Joint Stormwater-Sewer Project BID NO. 18-7322 Name Personnel Category Scott Smith Construction Superintendent Wally Hamden Project Manager FORM 3-MATERIAL MANUFACTURERS THIS FORM MUST BE COMPLETED OR BID SHALL BE DEEMED NON-RESPONSIVE All Bidders shall confirm by signature that they will provide the manufacturers and materials outlined in this Bid specifications, including compliance with Florida Statute 255.20 to provide lumber,timber and other forest products produced and manufactured in the State of Florida as long as the price,fitness and quality are equal. Exceptions(when equals are acceptable) may be requested by completing the Material Manufacturer Exception List below. If an exception for a manufacturer and/or material is proposed and listed below and is not approved by Engineer/Project Manager,Bidder shall furnish the manufacturer named in the specification.Acceptance of this form does not constitute acceptance of material proposed on this list. Complete and sign section A OR B. Section A(Acceptance of all manufactures and materials in Bid specifications) On behalf of my firm, I confirm that we will use all manufacturers and materials as specifically outlined in the Bid specifications. Company:_WPM—Southern LC Signature: "`"' Date:May 14,2018 Section B(Exception requested to Bid specifications manufacturers and materials) EXCEPTION MATERIAL EXCEPTION MANUFACTURER 1. 2. 3. 4. 5. Please insert additional pages as necessary. Company: •. •'M—Southe • LC Sign• Date May 14,2018 FORM 4-LIST OF MAJOR SUBCONTRACTORS THIS LIST MUST BE COMPLETED OR BID MAY BE DEEMED NON-RESPONSIVE The undersigned states that the following is a list of the proposed subcontractors for the major categories outlined in the requirements of the Bid specifications. The undersigned acknowledges its responsibility for ensuring that the Subcontractors for the major categories listed herein are"qualified"(as defined in Ordinance 2017-08 and Section 15 of Instructions to Bidders)and meet all legal requirements applicable to and necessitated by the Contract Documents,including,but not limited to proper licenses, certifications, registrations and insurance coverage. The Owner reserves the right to disqualify any Bidder who includes non-compliant or non-qualified Subcontractors in its bid offer.Further,the Owner may direct the Successful Bidder to remove/replace any Subcontractor,at no additional cost to Owner,which is found to be non-compliant with this requirement either before or after the issuance of the Award of Contract by Owner. (Attach additional sheets as needed). Further, the undersigned acknowledges and agrees that promptly after the Award of Contract, and in accordance with the requirements of the Contract Documents,the Successful Bidder shall identify all Subcontractors it intends to use on the Project. The undersigned further agrees that all Subcontractors subsequently identified for any portion of work on this Project must be qualified as noted above. Major Category of Work Subcontractor and Address 1. Electrical MG Electrical Developers,Inc. 2. Mechanical 3. Plumbing 4. Site Work WPM—Southern, LLC 5. Identify other subcontractors GFA International that represent more than 10% GradyMinor of price or that affect the AA Video critical path of the schedule Company:—`i'M-Southe LLC Signat e: r „o -"" Date:May 14,2018 r 0 FORMS-STATEMENT OF EXPERIENCE OF BIDDER The Bidder is required to state below what work of similar magnitude completed within the last five(5)years is a judge of its experience,skill and business standing and of its ability to conduct the work as completely and as rapidly as required under the terms of the Agreement. Project and Location Reference(include phone#or email address) Golisano Childrens Hospital Trent LeBlanc FL Myers trenton. leblanc@skanska.com 2 Lee Cancer Center Ft Myers Trent LeBlanc trenton. leblanc@skanska.com 3. Hernan Guerra Miami Beach Convention Center hernan.guerra@clarkconstruction.com 4' Marco Island JW Marriott Caroline McGraw cmcgraw@austin-ind.com 5. Las Olas Blvd , Ft Lauderdale Vicent Collins vincent .collins@skanska.com 6. Gulf Coast Medical Center Trent LeBlanc trenton. leblanc@skanska. com Company: WPM Southern, LLC Signature ' C— Date:tWi \4;Zt`v' FORM 6-TRENCH SAFETY ACT Bidder acknowledges that included in the various items of the bid and in the Total Bid Price are costs for complying with the Florida Trench Safety Act(90-96,Laws of Florida)effective October 1, 1990.The Bidder further identifies the cost to be summarized below: Trench Safety Units of Unit Unit Extended Cost Measure Measure (Ouantity) Cost (Description) (LF,SY) Trench Box LF 25,000 $2.70/LF $67,500.00 1. Lift Station Box EA 2 16,000.00 $32,000.00 2. 3. 4. 5. TOTAL $99,500.00 Failure to complete the above may result in the Bid being declared non-responsive. Company: ISouth ,LLC Signature: Date:May 14,2018 l g •FORM 7-B1iD.BOND KNOW ALL MEN BY THESE PRESENTS, that we WPM Southern LLC (herein after called the Principal) and Allied World Insurance Company , (herein called the Surety), a corporation chartered and existing under the laws of the State of New Hampshire with its principal offices in the city of New York,NY and authorized to do business in the State of Florida are held and firmly bound unto the County of Collier,Florida (hereinafter called the Owner), in the full and just sum of Five Percent of Bid dollars($ 5%of Bid )good and lawful money of the United States of America,to be paid upon demand of the Owner,to which payment well and truly to be made,the Principal and the Surety bind themselves,their heirs,and executors,administrators,and assigns,jointly and severally and firmly by these presents. Whereas,the Principal is about to submit,or has submitted to the Owner,a Bid for furnishing all labor,materials,equipment and incidentals necessary to furnish,install,and fully complete the Work on the Project known as Bid No.18-7322,West Goodlette-Frank Road Area Joint Stormwater-Sewer Project. NOW, THEREFORE, if the Owner shall accept the Bid of the PRINCIPAL and the PRINCIPAL shall enter into the required Agreement with the Owner and within ten days after the date of a written Notice of Award in accordance with the terms of such Bid, and give such bond or bonds in an amount of 100%the total Contract Amount as specified in the Bidding Documents or Contract Documents with good and sufficient surety for the faithful performance of the Agreement and for the prompt payment of labor,materials and supplies furnished in the prosecution thereof or,in the event of the failure of the PRINCIPAL to enter into such Agreement or to give such bond or bonds,and deliver to Owner the required certificates of insurance,if the PRINCIPAL shall pay to the OBLIGEE the fixed sum of$ 5%of Bid noted above as liquidated damages,and not as a penalty,as provided in the Bidding Documents,then this obligation shall be null and void,otherwise to remain in full force and effect. IN TESTIMONY Thereof,the Principal and Surety have caused these presents to be duly signed and sealed this 14th day of Mav ,20 18 WP,14,..outhe LPrincipal BY / / (Seal) Allied World Insurance Company Surety Daniel Cusenza,Attorney-In-Fact (Seal) Countersigned 2f, ♦ John Foster Appointed Producing Agent for WPM Southern LLC Upon notification that its Bid has been awarded,the Successful Bidder will execute the Agreement form attached to the Bidding Documents within ten(10)calendar days and deliver the Surety Bond or Bonds and Insurance Certificates as required by the Contract Documents.The bid security attached is to become the property of the Owner in the event the Agreement,Insurance Certificates and Bonds are not executed and delivered to Owner within the time above set forth,as liquidated damages,for the delay and additional expense to the Owner, it being recognized that,since time is of the essence, Owner will suffer financial loss if the Successful Bidder fails to execute and deliver to Owner the required Agreement, Insurance Certificates and Bonds within the required time period. In the event of such failure, the total amount of Owner's damages, will be difficult, if not impossible,to definitely ascertain and quantify. It is hereby agreed that it is appropriate and fair that Owner receive liquidated damages from the Successful Bidder in the event it fails to execute and deliver the Agreement,Insurance Certificates,and Bonds as required hereunder.The Successful Bidder hereby expressly waives and relinquishes any right which it may have to seek to characterize the above noted liquidated damages as a penalty, which the parties agree represents a fair and reasonable estimate of Owner's actual damages at the time of bidding if the Successful Bidder fails to execute and deliver the Agreement,Insurance Certificates,and Bonds in a timely manner. Upon receipt of the signed and approved agreement and Purchase Order,the undersigned proposes to commence work at the site within five(5)calendar days from the commencement date stipulated in the written Notice to Proceed unless the Project Manager, in writing, subsequently notifies the Contractor of a modified(later)commencement date.The undersigned further agrees to substantially complete all work covered by this Bid within Six Hundred Seventy(670)consecutive calendar days, computed by excluding the commencement date and including the last day of such period,and to be fully completed to the point of final acceptance by the Owner within Sixty (60) consecutive calendar days after Substantial Completion, computed by excluding commencement date and including the last day of such period. �:' ALLIED WORLD INSURANCE COMPANY ALL.I "D 199 Water Street ;; , WORLD New York,NY 10038 POWER OFATTORNEY Issue Date:March 29,2018 No.28161-A1045 Single Transaction Limit:$10,000,000 KNOW ALL MEN BY THESE PRESENTS: Allied World Insurance Company,a New Hampshire corporation(the"Company'')does hereby appoint NAME(s): John Foster Daniel Cusenza FIRM: Mourer-Foster,Inc. 615 North Capital Avenue Lansing,MI 48933 , . . • Its true and lawful Attomey(s)-in-Fact,with full authority to execute on its behalf bonds,undertakings,recognizances and other contracts of,indemnity ,; and writings obligatory in the nature thereof,'issued in the course of its business,and to bind the Company thereby.This Power of Attorney shall remain in full force and effect for one year from the issued date'above-referenced and shallexpire on.dose of business of the first anniversary of such Issue Date. IN WITNESS WHEREOF,'ALLIED WORLD INSURANCE COMPANY has caused these presents to be executed by the officer named below,who is duly authorized and empowered to execute on the Company's behalf. This 29th day of March,2018 e't =,, ;.,.,, 4v ,r,;, rrA "` 6),*sly E6E11-114, fztt lff i f y l °t .r' �+ .If+rit . . ..�C �°�rri rrz s Ay-t f 2011 -�.• Name:Robert E.Staples Title:Senior Vice President-Surety State of Pennsylvania ) County of Philadelphia )ss. ` On this 29th day of March,2018,before mecame the above-named officer of ALLIED •�-�-^'' WORLD INSURANCE COMPANY,to me personally known to be the individual and officer described herein, and,acknowledged that he executed the foregoing'Instrutrent and Notary 'affixed the seals of said corporation thereto by authority of his office ' My Commission Expires',08/05/2018 CERTIFICATE Excerpt of Resolution adopted by the Board of Directors of the ALLIED WORLD INSURANCE COMPANY(the Corporation"),on December 31,2012• • y _ RESOLVED,that the proper officers of the Corporation,the head of the surety business fine for the Corporation and their appointed designees(each an Authorized Officer'.and'coledi'vely,the"Authorized Officers,be,and each hereby is,authorized to appoint one or mare Attomeys-ih-Fact to represent and ad for and on behalf of the Corporation in the transaction of the Company's surety busk:ess b execute (under the common seal of the Corporation,fi appropriate)bonds,undertakings,recognizances and other contacts of indemnity and writings obigatory in the nature thereof. RESOLVED,that in connection with the Corporaton's transaction of surety business,the signatures and attestations of the Authorized Officers and the seat of the Corporation may be atfaed io any such Power of Attorney or to any certificate relating thereto by facsimile,and any such Power of Attorney a certificate bearing such facsimile signatures or facsimile seal shalt be and binding upon the ' Corporation when so affixed with reaped to any bond,undertaking,recognizance or other contractof indemnity or writing obligatory in the nature btereoL valid. ' RESOLVED,that in connection With,the Corporation's transaction of surety business,the facsimie or mechanically reproduced signature of arty Authorized Officer,wlIether made hereto tae a hereafter, wherever appearing upon a copy of any Power of Attorney of the Corporation,with signatures affixed as next above noted,shall;bevalid and hinting upon the Corporator with be same force and effect as though manualy affixed. RESOLVED,that in connection with the Corporation's transaction of suretybusiness,an such Attorney-in-Fact delivering a orpaa' y secretarial or other ceNficaGon that the foregoing*solution's sly be m effect may + insert in such certification the date thereof,said date to be not later than the date of deiivery thereof by suds Attorney-tin-Fact. RESOLVED,that the Authorized Officers be,atd each hereby is,authorized to execute(under the oortnnort seal of the Corparabon,if approfxiate),make,Ile and deliver in the name and onbehab,of the Corporation any and at consents,€ertificates,agreements,amendments;supplements;instruments and other documents whatsoever,;and do any and all other things whatsoever of Connection wiih the Corporation's transaction of surety.business,'as;such Authorized Officer shall in h :or her absolute discretion deem or determine appropriate and any of the foregoing resolutions,tie transactions contemplated thereby and any ancillary matters thereto andnor to carry out the purposes and intent thereof,such deeming or determination to be conclusively evidenced by any such exea tionor the fold of any such action by such Authorized Officer. I,Sung Lee,Secretary of the ALLIED WORLD INSURANCE COMPANY,do hereby certify that the foregoirrgexcerpts`of Resokibon adopted by the Board of Directorsof this corporation,and the Power Of Attorney pursuentlhereto,are true and correct,and that both the Resolution and the,Power of Attorney are in kill and effect. IN WITNESS WHEREOF,I have hereunto set my hand and affixed the facsimile sealof the corporation,this' day of 20j All Claim Notices should be sent to the below: Allied World Insurance Company ''1 ....rAttn:Surety Department I 30 South 17u'Street,Suite 1600 Philadelphia,PA 19103 Sung Lee,VP,Legal CC er County Administrative Services Department Procurement Services Division FORM 9-CONFLICT OF INTEREST AFFIDAVIT The Vendor certifies that, to the best of its knowledge and belief, the past and current work on any Collier County project affiliated with this solicitation does not pose an organizational conflict as described by one of the three categories below: Biased ground rules—The firm has not set the "ground rules" for affiliated past or current Collier County project identified above (e.g., writing a procurement's statement of work, specifications, or performing systems engineering and technical direction for the procurement)which appears to skew the competition in favor of my firm. Impaired objectivity —The firm has not performed work on an affiliated past or current Collier County project identified above to evaluate proposals / past performance of itself or a competitor, which calls into question the contractor's ability to render impartial advice to the government. Unequal access to information—The firm has not had access to nonpublic information as part of its performance of a Collier County project identified above which may have provided the contractor (or an affiliate) with an unfair competitive advantage in current or future solicitations and contracts. In addition to this signed affidavit,the contractor/vendor must provide the following: 1. All documents produced as a result of the work completed in the past or currently being worked on for the above mentioned project;and, 2. Indicate if the information produced was obtained as a matter of public record (in the"sunshine")or through non-public (not in the"sunshine")conversation(s),meeting(s),document(s)and/or other means. Failure to disclose all material or having an organizational conflict in one or more of the three categories above be identified, may result in the disqualification for future solicitations affiliated with the above referenced project(s). By the signature below, the firm (employees, officers and/or agents) certifies, and hereby discloses, that, to the best of their knowledge and belief,all relevant facts concerning past,present,or currently planned interest or activity(financial,contractual, organizational, or otherwise) which relates to the project identified above has been fully disclosed and does not pose an organizational conflict. Firm: WPM—So 'rn, LLC Signature and Date: ,r May 14,2018 f Print Name: Joe Leoni Title of Signatory:_Member Co ier County Administrative Services Department Procurement Services Division FORM 10-VENDOR DECLARATION STATEMENT BOARD OF COUNTY COMMISSIONERS Collier County Government Complex Naples,Florida 34112 Dear Commissioners: The undersigned, as Vendor declares that this response is made without connection or arrangement with any other person and this proposal is in every respect fair and made in good faith,without collusion or fraud. The Vendor agrees,if this solicitation submittal is accepted,to execute a Collier County document for the purpose of establishing a formal contractual relationship between the firm and Collier County, for the performance of all requirements to which the solicitation pertains. The Vendor states that the submitted is based upon the documents listed by the above referenced Solicitation. Further,the vendor agrees that if awarded a contract for these goods and/or services,the vendor will not be eligible to compete,submit a proposal,be awarded,or perform as a sub-vendor for any future associated with work that is a result of this awarded contract. IN WITNESS WHEREOF, WE have hereunto subscribed our names on this 14th day of May,2018 in the County of ,in the State of Michigan. Firm's Legal Name: WPM—Southern,LLC Address: 8127 Industrial Park Drive City, State,Zip Code: Grand Blanc,Michigan 48439 Florida Certificate of Authority Document Number Federal Tax 20-3871794 Identification Number *CCR#or CAGE Code M05000006857 *Only if Grant Funded Telephone: 810-606-1400 Signature by: Joe Leoni (Typed and written) Title: ember 0 Additional Contact Information Send payments to: WPM—Southern,LLC (required if different from Company name used as payee above) Contact name: William Leoni Title: Member Address: 8127 Industrial Park Drive City, State,ZIP Grand Blanc, Michigan 48439 Telephone: 810-606-1400 Email: lhaywood@wpmcivil.com Office servicing Collier County to place orders (required if different from above) Contact name: Title: Address: City, State,ZIP Telephone: Email: Secondary Contact for this Solicitation: Email: Phone: 0 Co.tier County Administrative Services Department Procurement Services Division FORM 11-IMMIGRATION AFFIDAVIT CERTIFICATION This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal solicitation submittals. Further, Vendors are required to enroll in the E-Verify program, and provide acceptable evidence of their enrollment,at the time of the submission of the Vendor's proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Failure to include this Affidavit and acceptable evidence of enrollment in the E-Verify program may deem the Vendor's proposal as non-responsive. Collier County will not intentionally award County contracts to any Vendor who knowingly employs unauthorized alien workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e)Section 274A(e)of the Immigration and Nationality Act("INA"). Collier County may consider the employment by any Vendor of unauthorized aliens a violation of Section 274A(e)of the INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A (e) of the INA shall be grounds for unilateral termination of the contract by Collier County. Vendor attests that they are fully compliant with all applicable immigration laws(specifically to the 1986 Immigration Act and subsequent Amendment(s))and agrees to comply with the provisions of the Memorandum of Understanding with E-Verify and to provide proof of enrollment in The Employment Eligibility Verification System(E-Verify), operated by the Department of Homeland Security in partnership with the Social Security Administration at the time of submission of the Vendor's proposal. Company Name _WPM—Southern,LLC Print Name Joe L i Title Member Signature Date May 14,2018 State of Michigan County of Genessee The signee of these Affidavit guarantees,as evidenced by the sworn affidavit required herein,the truth and accuracy of this affidavit to interrogatories hereinafter made. Commission No.: Co -ter County Administrative Services Department Procurement Serv•ces Uivisipn FORM 12-VENDOR SUBSTITUTE W—9 Request for Taxpayer Identification Number and Certification In accordance with the Internal Revenue Service regulations, Collier. County is required to collect the following information for tax reporting purposes from individuals and companies who do business with the County(including social security numbers if used by the individual or company for tax reporting purposes). Florida Statute 119.071(5) requires that the county notify you in writing of the reason for collecting this information,which will be used for no other purpose than herein stated. Please complete all information that applies to your business and return with your quote or proposal. 1. General Information(provide all information) Taxpayer Name WPM—Souther,LLC (as shown on income tax return) Business Name(if different from taxpayer name) Address_8127 Industrial Park Drive City Grand Blanc State Michigan Zip 48439 Telephone 810-606-1400 Email tleoni(a,wpmcivil.com Order Information(Must be filled out) Remit/Payment Information(Must be filled out) Address 8127 Industrial Park Drive Address 8127 Industrial Park Drive City Grand Blanc State Michigan Zip 48439 City Grand Blanc State Michigan Zip_48439 Email tleoni@wpmcivil.com Email_tleoni@wpmcivil.com 2. Company Status(check only one) Individual/Sole Proprietor _Corporation _Partnership _Tax Exempt(Federal income tax-exempt entity X Limited Liability Company under Internal Revenue Service guidelines IRC Enter the tax classification 501 (c)3) (D =Disregarded Entity, C=Corporation, P=Partnership) 3. Taxpayer Identification Number(for tax reporting purposes only) Federal Tax Identification Number(TIN)_20-3871794 (Vendors who do not have a TIN,will be required to provide a social security number prior to an award). 4. Sign and Date Form: Certification: Under penalt", . .erjury,I certify that the information shown on this form is correct to my knowledge. (Filgnature Date May 14,2018 Ar or Title Member Phone Number 810-606-1400 (t) FORM 13-BIDDERS CHECKLIST IMPORTANT: Please read carefully,sign in the spaces indicated and return with your Bid. Bidder should check off each of the following items as the necessary action is completed: 1. The Bid has been signed. 2. The Bid prices offered have been reviewed. 3. The price extensions and totals have been checked. 4. Bid Schedule has been completed and attached. 5. Any required drawings,descriptive literature,etc.have been included. 6. Any delivery information required is included. 7. The following on-line standard documents have been reviewed in Bidsync: 1. Construction bid instructions form 2. Construction services agreement 3. Purchase order terms and conditions 8. All of the following bid forms have been completed and signed: 1. Bid Form(Form 1) 8. Insurance and Bonding Requirements(Form 8) 2. Contractors Key Personnel(Form 2) 9. Conflict of Interest Affidavit(Form 9) 3. Material Manufacturers(Form 3) 10. Vendor Declaration Statement(Form 10) 4. List of Major Subcontractors(Form 4) 11. Immigration Law Affidavit Certification 5. Statement of Experience(Form 5) (Form 11) 6. Trench Safety Act(Form 6) 12. Vendor Substitute W-9(Form 12) 7. Bid Bond Form(Form 7) 13. Bidders Checklist(Form 13-this form) 9. Copies of required information have been attached 1. Company's E-Verify profile page or memorandum of understanding 2. Certificate of Authority to Conduct Business in State of Florida 3. Any required professional licenses-valid and current (ie: General Contractors license,Underground Utility and Excavation,Builders, Trade Contractors,etc.,as applicable,requested and/or required.) 10. If required,the amount of Bid bond has been checked,and the Bid bond or cashier's check has been submitted. 11. Any addenda have been signed and acknowledgement form attached and included. 12. The Bid will be uploaded in time to be received no later than the specified opening date and time,otherwise the Bid cannot be considered. WPM-Southern, LLC Bidd- ame Ma 14 2018 `nature&Title Date 5/21/2018 E-Verify:Corporate Wizard-Summary Welcome =MENU Tre Leoni Edit Corporate Profile Name and Location Information Company ID Number 1307599 Company Name WPM Southern,LLC Doing Business As(DBA)Name DUNS Number Physical Location Address 1 '.. 2255 randolph drive Address 2 City ft myers State FL Zip Code 33905 Mailing Address Address 1 Address 2 City State Zip Code Additional Information Parent Organization View/Edit Total Points of Contact 1 View I Edit Last Login:05/21/2018 04:06 PM U.S.Department of Homeland Security t�7 https://e-verify.uscis.gov/web/CorporateWizard.aspx 1/1 EXHIBIT A-3: CONTRACTOR'S KEY PERSONNEL ASSIGNED TO THE PROJECT Name Personnel Category Scott Smith Construction Superintendent Wally Hamden Project Manager 11 0 EXHIBIT B-I: PUBLIC PAYMENT BOND West Goodlette-Frank Road Area Joint Stormwater-Sewer Project Bond No.G8D1-GG73 Contract No. 18-7322 KNOW ALL MEN BY THESE PRESENTS: That WPM-Southern, LLC 8127 Industrial ParDrive, Grand Blanc, M|48439 , as Principal, and Allied World lnurance Company . as Surety, located at 199 Water Street, New York, NY 10038 (Business Address) are held and firmly bound to Collier County Board of County Commisioners,FL as Obligee in the sum of Fourteen Million Three Hundred Seventy Thousand and 00/lOOths ($ 14.870.000.00 )for the payment whereof we bind ourselves, our heirs, executors, personal representatives, successors and assigns,jointlyaDdmawer8Uy. WHEREAS, Principal has entered into a contract dated as of the 23 day of October 2018 , with Obligee for West Goodlette-Frank Road Area Joint in Stormwater-Sewer Project accordance with drawings and speoifioatione, which contract is incorporated by reference and made a part hereof, and is referred to herein as the Contract. THE CONDITION OF THIS BOND is that if Principal; Promptly makes payment to all claimants as defined in Section 255.05(1), Florida Statutes, supplying Principal with |abor, materials or supplies, used directly or indirectly by Principal in the prosecution of the work provided for in the Contract, then this bond is void; otherwise it remains in full force. Any changes in or under the Contract and compliance or noncompliance with any formalities connected with the Contract or the changes do not affect Sureties obliation under this Bond. The provisions of this bond are subject to the time limitations of Section 255.05(2). In no event will the Surety be liable in the aggregate to claimants for more than the penal sum of this Payment Bond, regardless of the number of suits that may be filed by claimants. IN WITNESS WHEREOF, the above parties have executed this instrument this 26 day of October 2O18 the name of each party being affixed and these presents duly signed by its under-signed representative, pursuant to authority of its governing body. 12 Signed, sealed and delivered in the presence of: PRINCIPAL /, WPM-Southern, C !(/i/�Q'1 # BY: Witnesses as to Principal NAME: l/,//iksi Le. i .11e ITS: "hie.nbe� STATE OFi `!I h COUNTY OF G-c <J ee The foregoing instrument was acknowledged before me this 26' day of 00i'o602- 2010 , by WillaH ..%) J 12. , as y be4 of soufit,erk. 1 (c_ , a 14i,AienAiil corporation, on behatf of the corporation. He/she is personally known to me OR has produced as identification and did(did not)take an oath. "zze My Commission Expires: t� (nature ofy) 'Tusr:s Expir,s. 5/2019 NAME: �Lf Gk e �!� AcLIng in the County of Aen.sec. (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: ATTEST: SURETY: Allied World Insurance Company (Printed Name) 199 Water Street New York, NY 10038 (Business Address (Authorized Signature) Witnesses to Surety (Printed Name) 13 | ` OR � ' `_`/-\ �� \� `~`^' ""'^,'~\�/�'�~ ''/��0V � ~�� [/ Astorney in Fact (Attach Power of Attorney) Richmond Livingston Daniel Cusenza Witnesses (Printed Name) ' U15NorthCepito Avenue Lansing, M|48983 (Business Address) 517-346-5200 (Telephone Number STATE OF Michigan COUNTY OF Ingham The foregoing instrument was acknowledged before me this 26 day of October 20 18 by Daniel Cusenza of Allied World Insurance Company Surety, on behalf of Surety. He/She is personally known to me OR hasproduced as identification and who did (did not) take an oath. MyCommission Exo�o� November23, �O2l �4��,N. [(��[-��/\- ' ~^ (Signsdbe) Name: Alysha Lynn Conarton (Legibly Printed) (AFFIX OFFICIAL Notary Public, State of:1-4 ./ 'u-F,ji, \ Commission No.: k/ . ^4r Michigan '° •ounty N* - —"e Nov 23,203 w -_~� EXHIBIT B-2: PUBLIC PERFORMANCE BOND West Goodlette-Frank Road Area Joint Stormwater-Sewer P 'ect Bond No. S001'8678 Contract No. 18-7322 KNOW ALL MEN BY THESE PRESENTS: That WPM-Southern, LLC / . as Principal, and Allied World Insurance Company as Surety, located at 199 Water Street, New York, NY 10038 (Business Address) are held and firmly bound to Collier County Board of County Commisioners, FL . as Obligee in the sum of Fourteen Million Three Hundred Seventy Thousand and 00100hu ($ 14,370,000.00 )for the payment whereof we bond ourselves, our heirs, executors, personal representatives, successors and assigns,jointlyanUsemaro||y. WHEREAS, Principal has entered into a contract dated as of the 23 day of October . 20 18 , with Obligee for West Goud|ette FnsnhRuadAneaJointStonnwotepSewerPuVecu in accordance with drawings and opaoificationS, which contract is incorporated by reference and made a part hereof, and is referred to herein as the Contract. THE CONDITION OF THIS BOND is that if Principal: 1. Performs the Contract at the times and in the manner prescribed in the Contract; and 2. Pays Obligee any and all losses,damages, costs and attorneys'fees that Obligee sustains because of any default by Principal under the Contract, induding, but not limited to, all delay damages, whether liquidated or actual, incurred by Obligee; and 3. Performs the guarantee of all work and materials furnished under the Contract for the time specified in the Contract, then this bond is void; otherwise it remains in full force. Any changes in or under the Contract and compliance or noncompliance with any formalities connected with the Contract or the changes do not affect Sureties obligation under this Bond. The Suret , for value received, hereby stipulates and agrees that no changes, extensions of time, alterations or additions to the terms of the Contract or other work to be performed hereunder, or the specifications referred to therein shall in anywise affect its obligations under this bond, and it does hereby waive notice of any such changes, extensions of time, alterations or additions to the terms of the Contract or to work or to the specifications. This instrument shall be construed in all respects as a common law bond. It is expressly understood that the time provisions and statute of limitations under Section 255.05. Florida Statutes, shall not apply to this bond. In no event will the Surety be liable in the aggregate to Obligee for more than the penal sum of this Performance Bond regardless of the number of suits that may be filed by Obligee. IN WITNESS VVHEREOF, the above parties have executed this instrument this 26 day of October , 2018 , the name of each party being affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. 15 °� Signed, sealed and deliv: ed in the V pr- ?.% %- • . PRINCIPAL ,/, c*"."CC - WPM- 0 BY: .4.,:,,,-- Piz, rii ry. &//,4/41 h< 4e-osOis.rff Witnesses as to Principal ..- / NAME: , i'//4 e o ITS: )he..whea STATE OF Aalig/ COUNTY OF 6esiesee- The foregoing instrument was acknowledged before me this Z.& day of OC fr-,6eZ , 20 (ig , by t)ilhcei.•4 Ft Lot/)i j7L.. as of 1,49/4 Sbaliztrk. lic a _7 i i, f,4s•or ni corporation,on behalf of the corporation. He/she is personally known to me OR has produced ----- ,..pets' Lko*ec._ as identification and did(did not)take an oath. My Commission Expires: ' 64e (Si ture) Name: 40 --JAM& / /ii (Legibly Printed) (AFFIX OFFICIAL SEAL) Red' Notary Public, State of: 74', Commission No.: .... 61.1i5 , 7:(tart' of ritilLk7rit,WT0 ci Tuscola My Cornri:r..1sIor,,..-:::;',.-'os:0525/2019 AtATIg in the County of „„---„, 16 I ATTEST: SURETY: Allied World Insurance Company (Printed Name 199 Water Stree New York, NY 10038 (Business Address) (Authorized Signature) Witnesses as to Surety (Printed Name) OR \ " /� uf' ` � ~~ - ^ \/� /'��^`°'' `'^��m/��'~--- ^ ^~ 0 AsAsprneyinFact (Attach Power of Attorney) Richmond Livingston Daniel Cusenza Witnesses (Printed Name) 615 North Capitol Avenue Lansing, M|48S33 (Business Address) 517-346-5200 (Telephone Number) STATE OF Michigan COUNTYDF Ingham n� urn The foregoing instrument was acknowledged before me this 26 day of October 2010 . by Daniel Cusenza .as Attorney-in-Fact of Allied World Insurance Company .m Corporate Srety, on behalf of Surety. He/She is personally known to me OR has produced as identific (did oath. My Commission Expires:� November 23, 202l (signature) Nameu /\l sha LynnConmfon (Legibly Printed) (^ ' / �^ ^' `-/ � � Notary Public, State of: k.4,011;q0wY1 ALYSHA LYNN CONARTON ~ Commission No: KJ-01 Notary Public-Michigan Ingham County My Commission Expires Nov 23. 202' Actingthe �— —_ 17 MULTIPLE OBLIGEE RIDER To be attached to and form a part of Bond No.S001-6673 on behalf of: WPM-Southern, LLC in favor of Collier County Board of County Commisioners,FL as Obligee,for construction of West Goodlette-Frank Road Area Joint Stormwater-Sewer Project Consent of Surety is hereby given by the Principal and the Surety to include the names of: the City of Naples.FL as additional Obligees under this bond(Performance and Payment). The Surety shall not be liable under this bond to the Obligees, or any of them unless the said Obligees or any of them shall make payments to the Principal or to the Surety in case it arranges for completion of the Contract upon default of the Principal strictly in accordance with the terms of said contract as to payments, and shall perform all of the other obligations to be performed under said contract at the time and in the manner thereof set forth. The aggregate liability of Surety hereunder to the Obligees or their Assigns is limited to the penal sum above stated, and Surety, upon making any payment hereunder, shall be subrogated to, and shall be entitled to an assignment of, all rights of the payee, either against Principal or against any other party liable to the payee in connection with the loss which is the subject of the payment. Signed,sealed and dated this 26 day of October, 2018 , WITNESSES: WPM-So, they . ir/ArdiWglr Allied World Insurance Company to !j$ / Richmond Livingston, CSR Dane usenza,Atto y-in-Fact A` LLI ED ALLIED WORLD INSURANCE COMPANY / 199 Water Street SW WORLD LD New York,NY 10038 USA POWER OF ATTORNEY Issue Date: October25,2018 No. 28161-A1091 Single Transaction Limit: $15,000,000 KNOW ALL MEN BY THESE PRESENTS: Allied World Insurance Company,a New Hampshire corporation(the"Company")does hereby appoint NAME(s): John Foster Daniel Cusenza FIRM: Mourer-Foster,Inc. 615 North Capital Avenue Lansing,MI 48933 Its true and lawful Attorney(s)-in-Fact,with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof,issued in the course of its business,and to bind the Company thereby.This Power of Attorney shall remain in full force and effect for one year from the issued date above-referenced and shall expire on close of business of the first anniversary of such Issue Date. IN WITNESS WHEREOF, ALLIED WORLD INSURANCE COMPANY has caused these presents to be executed by the officer named below,who is duly authorized and empowered to execute on the Company's behalf. This 25th day of October,2018 i i 410 Ptiows *um sow ittokti 0110,011.Heim heti* 1011011001.11t Comm 511,:fr,&„*) otersoldtmlot Loom wit tw,2021 C441404401101*Me* 1114329 Name:Robert E.Staples Title:Senior Vice President-Surety State of Pennsylvania County of Philadelphia )ss. On this 25th day of October,2018,before me came the above-named officer of ALLIED WORLD INSURANCE COMPANY,to me personally known to be the individual and officer described herein, and acknowledged that he executed the foregoing instrument and Notary affixed the seals of said corporation thereto by authority of his office. My Commission Expires: CERTIFICATE Excerpt of Resolution adopted by the Board of Directors of the ALLIED WORLD INSURANCE COMPANY(the"Corporation"),on December 31,2012: RESOLVED,that the proper officers of the Corporation,the head of the surety business line for the Corporation and their appointed designees(each an"Authorized Officer"and collectively,the"Authorized Officers")be.and each hereby is,authorized to appoint one or more Attorneys-in-Fact to represent and act for and on behalf of the Corporation in the transaction of the Company's surety business to execute (under the common seal of the Corporation,if appropriate)bonds,undertakings,recognizances and other contracts of indemnity and writings obligatory in the nature thereof. RESOLVED,that in connection with the Corporation's transaction of surety business,the signatures and attestations of the Authorized Officers and the seal of the Corporation may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile,and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Corporation when so affixed with respect to any bond,undertaking,recognizance or other contract of indemnity or writing obligatory in the nature thereof. RESOLVED,that in connection with the Corporation's transaction of surety business,the facsimile or mechanically reproduced signature of any Authorized Officer,whether made heretofore or hereafter, wherever appearing upon a copy of any Power of Attorney of the Corporation,with signatures affixed as next above noted,shall be valid and binding upon the Corporation with the same force and effect as though manually affixed. RESOLVED,that in connection with the Corporation's transaction of surety business,any such Attorney-in-Fact delivering a secretarial or other certification that the foregoing resolutions still be in effect may insert in such certification the date thereof,said date to be not later than the date of delivery thereof by such Attomey-in-Fact. RESOLVED,that the Authorized Officers be,and each hereby is,authorized to execute(under the common seal of the Corporation,if appropriate),make,file and deliver in the name and on behalf of the Corporation any and all consents,certificates,agreements,amendments,supplements,instruments and other documents whatsoever,and do any and all other things whatsoever in connection with the Corporation's transaction of surety business,as such Authorized Officer shall in his or her absolute discretion deem or determine appropriate and any of the foregoing resolutions,the transactions contemplated thereby and any ancillary matters thereto and/or to carry out the purposes and intent thereof,such deeming or determination to be conclusively evidenced by any such execution or the taking of any such action by such Authorized Officer. I,Sung Lee,Secretary of the ALLIED WORLD INSURANCE COMPANY,do hereby certify that the foregoing excerpts of Resolution adopted by the Board of Directors of this corporation,and the Power of Attorney issued pursuant thereto,are true and correct,and that both the Resolution and the Power of Attorney are in full force and effect. IN WITNESS WHEREOF,I have hereunto set my hand and affixed the facsimile seal of the corporation,this day of ` ,20 if All Claim Notices should be sent to the below: Allied World Insurance Company /—+f-a14/ Attn:Surety Department 30 South 17th Street,Suite 1600 t/ Philadelphia,PA 19103 Sung Lee,VP,Legal SUR 00046 00(05/2016) EXHIBIT B-3: INSURANCE REQUIREMENTS The Contractor shall at its own expense, carry and maintain insurance coverage from responsible companies duly authorized to do business in the State of Florida as set forth in EXHIBIT B of this solicitation. The Contractor shall procure and maintain property insurance upon the entire project, if required, to the full insurable value of the scope of work. The Owner and the Contractor waive against each other and the Owner's respective Contractors, Design Consultant, Subcontractors, agents and employees of each and all of them, all damages covered by property insurance provided herein, except such rights as they may have to the proceeds of such insurance. The Contractor and Owner shall, where appropriate, require similar waivers of subrogation from the Owner 's respective Contractors, Design Consultants and Subcontractors and shall require each of them to include similar waivers in their contracts. Collier County and City of Naples shall be responsible for purchasing and maintaining its own liability insurance. Certificates issued as a result of the award of this solicitation must identify "For any and all work performed on behalf of Collier County and City of Naples", or, the specific solicitation number/contract number and title, or project description. The General Liability Policy provided by Contractor to meet the requirements of this solicitation shall name Collier County, Florida and City of Naples, Florida, as an additional insured as to the operations of Contractor under this solicitation and shall contain a severability of interests provisions. The Certificate Holder shall be named as Collier County Board of County Commissioners, City of Naples, Florida, OR, Board of County Commissioners in Collier County, City of Naples, Florida, OR Collier County Government, City of Naples, OR Collier County, City of Naples. The Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description, or must read: For any and all work performed on behalf of Collier County. The amounts and types of insurance coverage shall conform to the minimum requirements set forth in EXHIBIT B with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If Contractor has any self-insured retentions or deductibles under any of the below listed minimum required coverage, Contractor must identify on the Certificate of Insurance the nature and amount of such self- insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be Contractor's sole responsibility. Coverage(s)shall be maintained without interruption from the date of commencement of the Work until the date of completion and acceptance of the scope of work by the County or as specified in this solicitation,whichever is longer. The Contractor and/or its insurance carrier shall provide thirty (30) days written notice to the Owner of policy cancellation or non-renewal on the part of the insurance carrier or the Contractor. The Contractor shall also notify the Owner, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer and nothing contained herein shall relieve Contractor of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy 19 "` to be provided by Contractor hereunder, Contractor shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. Should at any time the Contractor not maintain the insurance coverages required herein, the Owner may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverage and charge the Contractor for such coverage( purchased. If Contractor fails to reimburse the Owner for such costs within thirty(30) days after demand, the Owner has the right to offset these costs from any amount due Contractor under this Agreement or any other agreement between the Owner and Contractor. The Owner shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage(s) purchased or the insurance company or companies used. The decision of the Owner to purchase such insurance coverageM shall in no way be construed to be a waiver of any of its rights under the Contract Documents. If the initial or any subsequently issued Certificate of Insurance expires prior to the completion of the scope of work,the Contractor shall furnish to the Owner renewal or replacement Certificate(s) of Insurance not later than ten (10) calendar days after the expiration date on the certificate. Failure of the Contractor to provide the Owner with such renewal certificate(s)shall be considered justification for the Owner to terminate any and all contracts. 2o Collier County Florida Insurance and Bonding Requirements Insurance/Bond Type Required Limits 1. ® Worker's Compensation Statutory Limits of Florida Statutes,Chapter 440 and all Federal Government Statutory Limits and Requirements Evidence of Workers' Compensation coverage or a Certificate of Exemption issued by the State of Florida is required. Entities that are formed as Sole Proprietorships shall not be required to provide a proof of exemption.An application for exemption can be obtained online at https://apps.fldfs.com/bocexempt/ 2. ® Employer's Liability $ 1,000,000 single limit per occurrence 3. ®Commercial General Liability Bodily Injury and Property Damage (Occurrence Form)patterned after the current ISO form $ 1,000,000 single limit per occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. 4. ® Indemnification To the maximum extent permitted by Florida law,the Contractor/Vendor/Consultant shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys'fees and paralegals' fees,to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the ContractorNendor/Consultant or anyone employed or utilized by the Contractor/Vendor/Consultant in the performance of this Agreement. 5. ®Automobile Liability $ 1,000,000 Each Occurrence;Bodily Injury&Property Damage, Owned/Non-owned/Hired;Automobile Included 6. ❑Other insurance as noted: 0 Watercraft $ Per Occurrence ❑ United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. $ Per Occurrence ❑ Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. $ Per Occurrence 0 Aircraft Liability coverage shall be carried in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. $ Per Occurrence 0 Pollution $ Per Occurrence 0 Professional Liability $ Per claim&in the aggregate • $1,000,000 per claim and in the aggregate • $2,000,000 per claim and in the aggregate 0 Project Professional Liability $ Per Occurrence 0 Valuable Papers Insurance $ Per Occurrence 0 Cyber Liability $ Per Occurrence 0 Technology Errors&Omissions $ Per Occurrence 21 7. ®Bid bond Shall be submitted with proposal response in the form of certified funds, cashiers' check or an irrevocable letter of credit,a cash bond posted with the County Clerk, or proposal bond in a sum equal to 5% of the cost proposal.All checks shall be made payable to the Collier County Board of County Commissioners on a bank or trust company located in the State of Florida and insured by the Federal Deposit Insurance Corporation. 8. I Performance and Payment Bonds For projects in excess of$200,000, bonds shall be submitted with each executed contract (one contract with Collier County and one with City of Naples) by Proposers receiving award, and written for 100% of the Contract award amount, the cost borne by the Proposer receiving an award. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner;provided, however,the surety shall be rated as"A-"or better as to general policy holders rating and Class V or higher rating as to financial size category and the amount required shall not exceed 5% of the reported policy holders' surplus, all as reported in the most current Best Key Rating Guide,published by A.M. Best Company,Inc.of 75 Fulton Street,New York,New York 10038. 9. ® Consultant shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Consultant shall provide County with certificates of insurance meeting the required insurance provisions. 10. ® Collier County and the City of Naples must be named as "ADDITIONAL INSURED" on the Insurance Certificate for Commercial General Liability where required.This insurance shall be primary and non-contributory with respect to any other insurance maintained by,or available for the benefit of,the Additional Insured and the Contractor's policy shall be endorsed accordingly. 11. ® The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR Collier County Government, OR Collier County. The Certificates of Insurance must state the Contract Number, or Project Number,or specific Project description, or must read: For any and all work performed on behalf of Collier County. 12. ® Thirty(30)Days Cancellation Notice required. 4/9/18-GG Contractor's Insurance Statement We understand the insurance requirements of these specifications and that the evidence of insurability may be required within five(5)days of the award of this solicitation. Name of Firm M Sout ,LLC Date May 14,2018 Contractor Signature Print Name Joe Leoni Insurance Agency _Coverica Agent Name Steve Racine Telephone Number 810-241-8926 22 0 EXHIBIT C: RELEASE AND AFFIDAVIT FORM COUNTY OF (COLLIER) STATE OF (FLORIDA) Before me,the undersigned authority, personally appeared who after being duly sworn, deposes and says: (1) In accordance with the Contract Documents and in consideration of $ to be received, ("Contractor") releases and waives for itself and it's subcontractors, material-men, successors and assigns, all claims demands, damages, costs and expenses, whether in contract or in tort, against the Board of County Commissioners of Collier County, Florida, relating in any way to the performance of the Agreement between Contractor and Owner, dated ,20 for the period from to . This partial waiver and release is conditioned upon payment of the consideration described above. It is not effective until said payment is received in paid funds. (2) Contractor certifies for itself and its subcontractors, material-men, successors and assigns, that all charges for labor, materials, supplies, lands, licenses and other expenses for which Owner might be sued or for which a lien or a demand against any payment bond might be filed,shall be fully satisfied and paid upon Owner's payment to Contractor. (3) Contractor agrees to indemnify,defend and save harmless Owner from all demands or suits, actions,claims of liens or other charges filed or asserted against the Owner arising out of the performance by Contractor of the Work covered by this Release and Affidavit. (4) This Release and Affidavit is given in connection with Contractor's [monthly/final] Application for Payment No. CONTRACTOR BY: Witness ITS: President DATE: Witness [Corporate Seal] STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of 20 , by , as of , a corporation, on behalf of the corporation. He/she is personally known to me or has produced as identification and did (did not)take an oath. My Commission Expires: (Signature of Notary) NAME: (Legibly Printed) Notary Public, State of (AFFIX OFFICIAL SEAL) Commissioner No.: 23 EXHIBIT D FORM OF CONTRACT APPLICATION FOR PAYMENT Owner's Project Bid No. Manager's Name: Division Name Project No. Submitted by Contractor Application Date: Representative: Name Contractor's Name& Payment Application No. Address: Original Contract Time: Original Contract Price: $ Revised Contract Time: Total Change Orders to Date: $ Revised Contract Amount: $ Total Value of Work Completed & $ Stored to Date: Retainage @10% $ Retainage @ 10%through [Insert $ through [Insert Date] date] Retainage @ % $ Less Retainage $ after[Insert date] Total Earned Less Retainage $ Less previous payment(s) Percent Work Completed % AMOUNT DUE THIS $ to Date: APPLICATION: Percent Contract Time ok Completed to Date: Liquidated Damages to $ Remaining Contract Balance $ Be Accrued ATTACH SCHEDULE OF VALUES AND ACCOMPANYING DOCUMENTATION TO THIS APPLICATION CONTRACTOR'S CERTIFICATION: The undersigned CONTRACTOR certifies that: (1) all previous progress payments received from OWNER on account of Work done under the Contract referred to above have been applied to discharge in full all obligations of CONTRACTOR incurred in connection with Work covered by prior Applications for Payment numbered 1 through inclusive; (2) title to all materials and equipment incorporated in said Work or otherwise listed in or covered by this Application for Payment will pass to OWNER at time of payment free and clear of all liens, claims, security interests and encumbrances(except such as covered by Bond acceptable to OWNER); (3)all amounts have been paid for work which previous payments were issued and received from the OWNER and that current payment is now due; and (4) CONTRACTOR has only included amounts in this Application for Payment properly due and owing and CONTRACTOR has not included within the above referenced amount any claims for unauthorized or changed Work that has not been properly approved by Owner in writing and in advance of such Work. Contractor's Name Contractor's Signature: Date: Type Title: Shall be signed by an authorized representative of the Contractor. Payment to the CONTRACTOR for the above AMOUNT DUE THIS APPLICATION is recommended by Design Professional's Name: Signature: Date: Payment to the CONTRACTOR for the above AMOUNT DUE THIS APPLICATION is recommended by: Owner's Project Manager Name: Signature: Date: 24 0 EXHIBIT D(Continued) SCHEDULE OF VALUES (Project Name: Project Number. ......Date:.. '. Period To: _..... __ ITEM DESCRIPTION SCHEDULED WORK COMPLETED STORED TOTAL PERCENT BALANCE 10% _% TOTAL NUMBER VALUE MATERIALS COMPLETED COMPLETE TO FINISH RETAINAGE RETAINAGE RETAINAGE PREVIOUS APPLICATIONS THIS &STORED (reducedrate) WITHHELD THRU DATE SINCE DATE PERIOD TO DATE TOTALS Explanation for the two columns under Previous Applications:The Thru Date is where you will place all information until the contract is complete unless a release or reduction of retainage issue col into play.If this happens,all information up to the date of the%change in retainage is placed in the Thru Date column. Information after that date is placed in the Since Date column.This states what has happened since the change in retainage. 25 0 Exhibit D (Continued) Stored Materials Record Formula:A+ B -C - D= E A B C D E Invoice Previously Received Previously Installed Balance To Date Description Supplier Number Received This Period Installed This Period Install 26 �6)e EXHIBIT E: CHANGE ORDER An electronic data entry form may be found at: http://bccsp01/SiteDirectory/ASD/Purchasing/Forms1/Forms/Default.aspx Change Order Form Contract*: Change*: Purchase Order*: Project*: Co afraid°riFi rm Name: Project Name: Project Manager Name Department: OginaI ConUrect.Wcrit Order Amount Original BCC Approval Date;Agenda Item* Current BCC Approved Amount Last BCC Approval Date:Agenda Item* Current ContraotAN or k Order Amount SAP C ortireot Expir ation Date(Master) Dollar Amount of this Change *01 V'3Total Change from Original Amount Revised C ontractliV crib Order Total 5 0.00 *0 IVO! Change from C arena BCC Approved Amount Cumulative Changes S 000 VIDl Change from CLtr erg Amount Completion Date,Description of the Task(s)Change,and Rationale for the Change Notice to Proced OriginalLast Approved Revised Date Date Completion D= Date iiricirdea Ins cirigel *of Days Added Select Tasks t Add new task(s) 0 Delete tastifs( 0 Change tasilds) 0 Other isee bed%) Provide a respon se to the following:1.)detailed and specific exp lanationhatio male of the requested change(s)to the task(s)and or the adtlitio nal days added(if requested( 2.)why this change was not included in the original contract and,1)describe the impact if this change is not processed. Attach additional information front the Design Profess onal ancor Contractor if needed. Prepared by: Dale: {Project Manager Name aro Department) AccerAance of this Charge Order shall con:slave a inocirfation to contract;work order dant:fed above and will te subject to attire same terms and conditions as contained in the contract;work order indicated above,as fully as if the same were stated ittils acceptance. The adjustment if anyto the C011trad shalloorattata a full and final settlement of army and all claim s of the Connote;Vendor;Consultant; Des gn Profes sional arising out of or related to the change set forth herein.including claims for impact and delay costs. Accepted by: Date: (Contractor Vendor;Consultant Des gni Professional arid Name of F rm.if project appitable) Approved by: Date: (Design Professional and Name of Firm,if project applicable) Approved by: Date: {Procurement Profes Donal 27 EXHIBIT F: CERTIFICATE OF SUBSTANTIAL COMPLETION OWNER'S Project No. Design Professional's Project No. PROJECT: CONTRACTOR Contract For Contract Date This Certificate of Substantial Completion applies to all Work under the Contract Documents or to the following specified parts thereof: To OWNER And To Substantial Completion is the state in the progress of the Work when the Work (or designated portion) is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. The Work to which this Certificate applies has been inspected by authorized representatives of OWNER, CONTRACTOR AND DESIGN PROFESSIONAL, and that Work is hereby declared to be substantially complete in accordance with the requirements of the Contract Documents on: DATE OF SUBSTANTIAL COMPLETION A tentative list of items to be completed or corrected is attached hereto. This list may not be all-inclusive, and the failure to include an item in it does not alter the responsibility of CONTRACTOR to complete all the Work in accordance with the Contract Documents. The items in the tentative list shall be completed or corrected by CONTRACTOR within days of the above date of Substantial Completion. The responsibilities between OWNER and CONTRACTOR for security, operation, safety, maintenance, heat, utilities, insurance and warranties shall be as follows: 28 �� RESPONSIBILITIES: OWNER: CONTRACTOR The following documents are attached to and made a part of this Certificate: This certificate does not constitute an acceptance of Work not in accordance with the Contract Documents nor is it a release of CONTRACTOR'S obligation to complete the Work in accordance with the Contract Documents. Executed by Design Professional on , 20 Design Professional By: Type Name and Title CONTRACTOR accepts this Certificate of Substantial Completion on 20 CONTRACTOR By: Type Name and Title OWNER accepts this Certificate of Substantial Completion on , 20 OWNER By: Type Name and Title 29 EXHIBIT G: FINAL PAYMENT CHECKLIST Bid No.: Project No.: Date: , 20 Contractor: The following items have been secured by the for the Project known as and have been reviewed and found to comply with the requirements of the Contract Documents. Original Contract Amount: Final Contract Amount: Commencement Date: Substantial Completion Time as set forth in the Agreement: Calendar Days. Actual Date of Substantial Completion: Final Completion Time as set forth in the Agreement: Calendar Days. Actual Final Completion Date: YES NO 1. All Punch List items completed on 2. Warranties and Guarantees assigned to Owner(attach to this form). 3. Effective date of General one year warranty from Contractor is: 4. 2 copies of Operation and Maintenance manuals for equipment and system submitted (list manuals in attachment to this form). 5. As-Built drawings obtained and dated: 6. Owner personnel trained on system and equipment operation. 7. Certificate of Occupancy No.: issued on (attach to this form). 8. Certificate of Substantial Completion issued on 9. Final Payment Application and Affidavits received from Contractor on: 10. Consent of Surety received on 11. Operating Department personnel notified Project is in operating phase. 12. All Spare Parts or Special Tools provided to Owner: 13. Finished Floor Elevation Certificate provided to Owner: 14. Other: If any of the above is not applicable, indicate by N/A. If NO is checked for any of the above, attach explanation. Acknowledgments: By Contractor: (Company Name) (Signature) (Typed Name&Title) By Design Professional: (Firm Name) (Signature) (Typed Name&Title) By Owner: (Department Name) (Signature) (Name&Title) 30 EXHIBIT H: GENERAL TERMS AND CONDITIONS 1. INTENT OF CONTRACT DOCUMENTS. 1.1 It is the intent of the Contract Documents to describe a functionally complete Project (or portion thereof) to be constructed in accordance with the Contract Documents. Any work, materials or equipment that may reasonably be inferred from the Contract Documents as being required to produce the intended result shall be supplied whether or not specifically called for. When words which have a well-known technical or trade meaning are used to describe work, materials or equipment, such words shall be interpreted in accordance with that meaning. Reference to standard specifications, manuals or codes of any technical society, organization or association or to the laws or regulations of any governmental authority having jurisdiction over the Project, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code, law or regulation in effect at the time the Work is performed, except as may be otherwise specifically stated herein. 1.2 If before or during the performance of the Work Contractor discovers a conflict, error or discrepancy in the Contract Documents, Contractor immediately shall report same to the Project Manager in writing and before proceeding with the Work affected thereby shall obtain a written interpretation or clarification from the Project Manager; said interpretation or clarification from the Project Manager may require Contractor to consult directly with Design Professional or some other third party, as directed by Project Manager. Contractor shall take field measurements and verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents before commencing any portion of the Work. 1.3 Drawings are intended to show general arrangements, design and extent of Work and are not intended to serve as shop drawings. Specifications are separated into divisions for convenience of reference only and shall not be interpreted as establishing divisions for the Work, trades, subcontracts, or extent of any part of the Work. In the event of a discrepancy between or among the drawings, specifications or other Contract Document provisions, Contractor shall be required to comply with the provision which is the more restrictive or stringent requirement upon the Contractor, as determined by the Project Manager. Unless otherwise specifically mentioned, all anchors, bolts, screws, fittings, fillers, hardware, accessories, trim and other parts required in connection with any portion of the Work to make a complete, serviceable, finished and first quality installation shall be furnished and installed as part of the Work, whether or not called for by the Contract Documents. 2. INVESTIGATION AND UTILITIES. 2.1 Subject to Section 2.3 below, Contractor shall have the sole responsibility of satisfying itself concerning the nature and location of the Work and the general and local conditions, and particularly, but without limitation, with respect to the following: those affecting transportation, access, disposal, handling and storage of materials; availability and quality of labor; water and electric power, availability and condition of roads; work area; living facilities; climatic conditions and seasons; physical conditions at the work-site and the project area as a whole; topography and ground surface conditions; nature and quantity of the surface materials to be encountered; subsurface conditions; equipment and facilities needed preliminary to and during performance of the Work; and all other costs associated with such performance. The failure of Contractor to acquaint itself with any applicable conditions shall not relieve Contractor from any of its responsibilities to perform under the Contract Documents, nor shall it be considered the basis for any claim for additional time or compensation. 31 f 2.2 Contractor shall locate all existing roadways, railways, drainage facilities and utility services above, upon, or under the Project site, said roadways, railways, drainage facilities and utilities being referred to in this Sub-Section 2.2 as the"Utilities". Contractor shall contact the owners of all Utilities to determine the necessity for relocating or temporarily interrupting any Utilities during the construction of the Project. Contractor shall schedule and coordinate its Work around any such relocation or temporary service interruption. Contractor shall be responsible for properly shoring, supporting and protecting all Utilities at all times during the course of the Work. The Contractor is responsible for coordinating all other utility work so as to not interfere with the prosecution of the Work (except those utilities to be coordinated by the Owner as may be expressly described elsewhere in the Contract Documents). 2.3 Notwithstanding anything in the Contract Documents to the contrary, if conditions are encountered at the Project site which are (i) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (ii) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, and which reasonably should not have been discovered by Contractor as part of its scope of site investigative services required pursuant to the terms of the Contract Documents, then Contractor shall provide Owner with prompt written notice thereof before conditions are disturbed and in no event later than three(3)calendar days after first observance of such conditions. Owner and Design Professional shall promptly investigate such conditions and, if they differ materially and cause an increase or decrease in Contractor's cost of, or time required for, performance of any part of the Work, Owner wil acknowledge and agree to an equitable adjustment to Contractor's compensation or time for performance, or both, for such Work. If Owner determines that the conditions at the site are not materially different from those indicated in the Contract Documents or not of an unusual nature or should have been discovered by Contractor as part of its investigative services, and that no change in the terms of the Agreement is justified, Owner shall so notify Contractor in writing, stating its reasons. Claims by Contractor in opposition to such determination by Owner must be made within seven (7) calendar days after Contractor's receipt of Owner's written determination notice. If Owner and Contractor cannot agree on an adjustment to Contractor's cost or time of performance, the dispute resolution procedure set forth in the Contract Documents shall be complied with by the parties. 3. SCHEDULE. 3.1 The Contractor, within ten (10) calendar days after receipt of the Notice of Award, shall prepare and submit to Project Manager, for their review and approval, a progress schedule for the Project (herein "Progress Schedule"). The Progress Schedule shall relate to all Work required by the Contract Documents, and shall utilize the Critical Path method of scheduling and shall provide for expeditious and practicable execution of the Work within the Contract Time. The Progress Schedule shall indicate the dates for starting and completing the various stages of the Work. 3.2 The Progress Schedule shall be updated monthly by the Contractor. All monthly updates to the Progress Schedule shall be subject to the Project Manager's review and approval. Contractor shall submit the updates to the Progress Schedule with its monthly Applications for Payment noted below. The Project Manager's review and approval of the submitted Progress Schedule updates shall be a condition precedent to the Owner's obligation to pay Contractor. 3.3 All work under this Agreement shall be performed in accordance with the requirements of all Collier County Noise Ordinances then in effect. Unless otherwise specified, work will generally be 32 • limited to the hours of 7 a.m. to 7 p.m., Monday through Saturday. No work shall be performed outside the specified hours without the prior approval of the Project Manager. 4. PROGRESS PAYMENTS. 4.1 Prior to submitting its first monthly Application for Payment, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing the major elements of the Work and the dollar value for each element. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor's Bid and any subsequently identified Subcontractors are subject to Owner's prior written approval. The first Application for Payment shall be submitted no earlier than thirty(30)days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner's sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing,the Application for Payment also shall be accompanied by a bill of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Payments by the County: Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by the County(which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S.,the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or(3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735, F.S. and the administrative procedures established by the County's Procurement Services Division and the Clerk of Court's Finance Department respectively 4.5 Payments by the City: Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by the City (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and 33 : within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or(3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735, F.S. 4.6 In the event of a total denial and return of the Application for Payment by the Project Manager, the Contractor may make the necessary corrections and re-submit the Application for Payment. The Owner shall, within ten (10) business days after the Application for Payment is stamped and received and after Project Manager approval of an Application for Payment, pay the Contractor the amounts so approved. 4.7 The County and City shall retain individualy five percent(5%)for a total of ten percent(10%) of the gross amount of each monthly payment request or ten percent (10%) of the portion thereof approved by the Project Manager for payment, whichever is less. Such sum shall be accumulated and not released to Contractor until final payment is due unless otherwise agreed to by the Owner in accordance with Florida Statute 255.078. The Project Manager shall have the discretion to establish, in writing, a schedule to periodically reduce the percentage of cumulative retainage held throughout the course of the Project schedule. Owner shall reduce the amount of the retainage withheld on each payment request subsequent to fifty percent (50%) completion subject to the guidelines set forth in Florida Statute 255.078 and as set forth in the Owner's procurement ordinance and policies. 4.8 Monthly payments to Contractor shall in no way imply approval or acceptance of Contractor's Work. 4.9 Each Application for Payment, subsequent to the first pay application, shall be accompanied by a Release and Affidavit, in the form attached as Exhibit C, acknowledging Contractor's receipt of payment in full for all materials, labor, equipment and other bills that are then due and payable by Owner with respect to the current Application for Payment. Further, to the extent directed by Owner and in Owner's sole discretion, Contractor shall also submit a Release and Affidavit from each Subcontractor, sub-subcontractor, or supplier in the form attached as Exhibit C acknowledging that each Subcontractor, sub-subcontractor or supplier has been paid in full through the previous month's Application for Payment. The Owner shall not be required to make payment until and unless these affidavits are furnished by Contractor. 4.10 Contractor agrees and understands that funding limitations exist and that the expenditure of funds must be spread over the duration of the Project at regular intervals based on the Contract Amount and Progress Schedule. Accordingly, prior to submitting its first monthly Application for Payment, Contractor shall prepare and submit for Project Manager's review and approval, a detailed Project Funding Schedule, which shall be updated as necessary and approved by Owner to reflect approved adjustments to the Contract Amount and Contract Time. No voluntary acceleration or early completion of the Work shall modify the time of payments to Contractor as set forth in the approved Project Funding Schedule. 4.11 Notwithstanding anything in the Contract Documents to the contrary, Contractor acknowledges and agrees that in the event of a dispute concerning payments for Work performed under this Agreement, Contractor shall continue to perform the Work required of it under this Agreement pending resolution of the dispute provided that Owner continues to pay Contractor all amounts that Owner does not dispute are due and payable. 34 4.12 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4.13 The County and City may, at its discretion, use VISA/MASTER card credit network as a payment vehicle for goods and/or services purchased as a part of this contract. The County and City may not accept any additional surcharges (credit card transaction fees) as a result of using the County's or City's credit card for transactions relating to this solicitation, 5. PAYMENTS WITHHELD. 5.1 The Project Manager may decline to approve any Application for Payment, or portions thereof, because of subsequently discovered evidence or subsequent inspections that reveal non- compliance with the Contract Documents. The Project Manager may nullify the whole or any part of any approval for payment previously issued and Owner may withhold any payments otherwise due Contractor under this Agreement or any other agreement between Owner and Contractor, to such extent as may be necessary in the Owner's opinion to protect it from loss because of: (a) Defective Work not remedied; (b) third party claims filed or reasonable evidence indicating probable filing of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents by Contractor. 5.2 If any conditions described in 5.1. are not remedied or removed, Owner may, after three (3) days written notice, rectify the same at Contractor's expense. Provided however, in the event of an emergency, Owner shall not be required to provide Contractor any written notice prior to rectifying the situation at Contractor's expense. Owner also may offset against any sums due Contractor the amount of any liquidated or non-liquidated obligations of Contractor to Owner, whether relating to or arising out of this Agreement or any other agreement between Contractor and Owner. 5.3 In instances where the successful contractor may owe debts (including, but not limited to taxes or other fees) to Owner and the contractor has not satisfied nor made arrangement to satisfy these debts, the Owner reserves the right to off-set the amount owed to the Owner by applying the amount owed to the vendor or contractor for services performed of for materials delivered in association with this contract or any other contract with the Contractor. 6. FINAL PAYMENT. 6.1 Final Payment by the County: The County shall make final payment to Contractor in accordance with Section 218.735, F.S. and the administrative procedures established by the County's Procurement Services Division and the Clerk of Court's Finance Department after the Stormwater Work is finally inspected and accepted by Project Manager as set forth with Section 20.1 herein, provided that Contractor first, and as an explicit condition precedent to the accrual of Contractor's right to final payment, shall have furnished Owner with a properly executed and notarized copy of the Release and Affidavit attached as Exhibit C, as well as, a duly executed copy of the Surety's consent to final payment and such other documentation that may be required by the 35 e Contract Documents and the Owner. Prior to release of final payment and final retainage, the Contractor's Representative and the Project Manager shall jointly complete the Final Payment Checklist, a representative copy of which is attached to this Agreement as Exhibit G. 6.2 Final Payment by the City: The City shall make final payment to Contractor in accordance with Section 218.735, F.S. after the City's Utilities Improvements Work is finally inspected and accepted by Project Manager as set forth with Section 20.1 herein, provided that Contractor first, and as an explicit condition precedent to the accrual of Contractor's right to final payment, shall have furnished Owner with a properly executed and notarized copy of the Release and Affidavit attached as Exhibit C, as well as, a duly executed copy of the Surety's consent to final payment and such other documentation that may be required by the Contract Documents and the Owner. Prior to release of final payment and final retainage, the Contractor's Representative and the Project Manager shall jointly complete the Final Payment Checklist, a representative copy of which is attached to this Agreement as Exhibit G. 6.3 Contractor's acceptance of final payment shall constitute a full waiver of any and all claims by Contractor against Owner arising out of this Agreement or otherwise relating to the Project, except those previously made in writing in accordance with the requirements of the Contract Documents and identified by Contractor as unsettled in its final Application for Payment. Neither the acceptance of the Work nor payment by Owner shall be deemed to be a waiver of Owner's right to enforce any obligations of Contractor hereunder or to the recovery of damages for defective Work not discovered by the Design Professional or Project Manager at the time of final inspection. 7. SUBMITTALS AND SUBSTITUTIONS. 7.1 Contractor shall carefully examine the Contract Documents for all requirements for approval of materials to be submitted such as shop drawings, data, test results, schedules and samples. Contractor shall submit all such materials at its own expense and in such form as required by the Contract Documents in sufficient time to prevent any delay in the delivery of such materials and the installation thereof. 7.2 Whenever materials or equipment are specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular supplier, the naming of the item is intended to establish the type, function and quality required. Unless the name is followed by words indicating that no substitution is permitted, materials or equipment of other suppliers may be accepted by Owner if sufficient information is submitted by Contractor to allow the Owner to determine that the material or equipment proposed is equivalent or equal to that named. Requests for review of substitute items of material and equipment will not be accepted by Owner from anyone other than Contractor and all such requests must be submitted by Contractor to Project Manager within thirty (30) calendar days after Notice of Award is received by Contractor, unless otherwise mutually agreed in writing by Owner and Contractor. 7.3 If Contractor wishes to furnish or use a substitute item of material or equipment, Contractor shall make application to the Project Manager for acceptance thereof, certifying that the proposed substitute shall adequately perform the functions and achieve the results called for by the general design, be similar and of equal substance to that specified and be suited to the same use as that specified. The application shall state that the evaluation and acceptance of the proposed substitute will not prejudice Contractor's achievement of substantial completion on time, whether or not acceptance of the substitute for use in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with Owner for the Project) to adapt the 36 0 design to the proposed substitute and whether or not incorporation or use by the substitute in connection with the Work is subject to payment of any license fee or royalty. All variations of the proposed substitute from that specified will be identified in the application and available maintenance, repair and replacement service shall be indicated. The application also shall contain an itemized estimate of all costs that will result directly or indirectly from acceptance of such substitute, including costs for redesign and claims of other contractors affected by the resulting change, all of which shall be considered by the Project Manager in evaluating the proposed substitute. The Project Manager may require Contractor to furnish at Contractor's expense additional data about the proposed substitute. 7.4 If a specific means, method, technique, sequence or procedure of construction is indicated in or required by the Contract Documents, Contractor may furnish or utilize a substitute means, method, sequence, technique or procedure of construction acceptable to the Project Manager, if Contractor submits sufficient information to allow the Project Manager to determine that the substitute proposed is equivalent to that indicated or required by the Contract Documents. The procedures for submission to and review by the Project Manager shall be the same as those provided herein for substitute materials and equipment. 7.5 The Project Manager shall be allowed a reasonable time within which to evaluate each proposed substitute and, if need be, to consult with the Design Professional. No substitute will be ordered, installed or utilized without the Project Manager's prior written acceptance which shall be evidenced by a Change Order, a Work Directive Change, a Field Order or an approved Shop Drawing. The Owner may require Contractor to furnish at Contractor's expense a special performance guarantee or other surety with respect to any substitute. The Project Manager will record time required by the Project Manager and the Project Manager's consultants in evaluating substitutions proposed by Contractor and making changes in the Contract Documents occasioned thereby. Whether or not the Owner accepts a proposed substitute, Contractor shall reimburse Owner for the charges of the Design Professional and the Design Professional's consultants for evaluating each proposed substitute. 8. DAILY REPORTS, SIGNED AND SEALED AS-BUILTS AND MEETINGS. 8.1 Unless waived in writing by Owner, Contractor shall complete and submit to Project Manager on a weekly basis a daily log of the Contractor's work for the preceding week in a format approved by the Project Manager. The daily log shall document all activities of Contractor at the Project site including, but not limited to, the following: 8.1.1 Weather conditions showing the high and low temperatures during work hours, the amount of precipitation received on the Project site, and any other weather conditions which adversely affect the Work; 8.1.2 Soil conditions which adversely affect the Work; 8.1.3 The hours of operation by Contractor's and Sub-Contractor's personnel; 8.1.4 The number of Contractor's and Sub-Contractor's personnel present and working at the Project site, by subcontract and trade; 8.1.5 All equipment present at the Project site, description of equipment use and designation of time equipment was used (specifically indicating any down time); 37 8.1.6 Description of Work being performed at the Project site; 8.1.7 Any unusual or special occurrences at the Project site; 8.1.8 Materials received at the Project site; 8.1.9 A list of all visitors to the Project 8.1.10 Any problems that might impact either the cost or quality of the Work or the time of performance. The daily log shall not constitute nor take the place of any notice required to be given by Contractor to Owner pursuant to the Contract Documents. 8.2 Contractor shall maintain in a safe place at the Project site one record copy of the Contract Documents, including, but not limited to, all drawings, specifications, addenda, amendments, Change Orders, Work Directive Changes and Field Orders, as well as all written interpretations and clarifications issued by the Design Professional, in good order and annotated to show all changes made during construction. The annotated drawings shall be continuously updated by the Contractor throughout the prosecution of the Work to accurately reflect all field changes that are made to adapt the Work to field conditions, changes resulting from Change Orders, Work Directive Changes and Field Orders, and all concealed and buried installations of piping, conduit and utility services. All buried and concealed items, both inside and outside the Project site, shall be accurately located on the annotated drawings as to depth and in relationship to not less than two (2) permanent features (e.g. interior or exterior wall faces). The annotated drawings shall be clean and all changes, corrections and dimensions shall be given in a neat and legible manner in a contrasting color. The "As-Built" record documents, together with all approved samples and a counterpart of all approved shop drawings shall be available to the Project Manager or Design Professional for reference. Upon completion of the Work and as a condition precedent to Contractor's entitlement to final payment, these "As-Built" record documents, samples and shop drawings shall be delivered to Project Manager by Contractor for Owner. 8.3 Contractor shall keep all records and supporting documentation, which concern or relate to the Work hereunder for a minimum of five (5) years from the date of termination of this Agreement or the date the Project is completed or such longer period as may be required by law, whichever is later, pursuant to Florida Public Records Law Chapter 119 and comply with specifically those contractual requirements in 119.0701(2)(a)-(b) as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 38 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 9. CONTRACT TIME AND TIME EXTENSIONS. 9.1 Contractor shall diligently pursue the completion of the Work and coordinate the Work being done on the Project by its subcontractors and material-men, as well as coordinating its Work with all work of others at the Project Site, so that its Work or the work of others shall not be delayed or impaired by any act or omission by Contractor. Contractor shall be solely responsible for all construction means, methods, techniques, sequences, and procedures, as well as coordination of all portions of the Work under the Contract Documents, and the coordination of Owner's suppliers and contractors as set forth in Paragraph 12.2. herein. 9.2 Should Contractor be obstructed or delayed in the prosecution of or completion of the Work as a result of unforeseeable causes beyond the control of Contractor, and not due to its fault or neglect, including but not restricted to acts of Nature or of the public enemy, acts of government, fires, floods, epidemics, quarantine regulation, strikes or lockouts, Contractor shall notify the Owner in writing within forty-eight (48) hours after the commencement of such delay, stating the cause or causes thereof, or be deemed to have waived any right which Contractor may have had to request a time extension. 9.3 No interruption, interference, inefficiency, suspension or delay in the commencement or progress of the Work from any cause whatever,including those for which Owner may be responsible, in whole or in part, shall relieve Contractor of its duty to perform or give rise to any right to damages or additional compensation from Owner. Contractor expressly acknowledges and agrees that it shall receive no damages for delay. Contractor's sole remedy, if any, against Owner will be the right to seek an extension to the Contract Time; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as to claims based on late completion. 9.4 In no event shall any approval by Owner authorizing Contractor to continue performing Work under this Agreement or any payment issued by Owner to Contractor be deemed a waiver of any right or claim Owner may have against Contractor for delay damages hereunder. 39 10. CHANGES IN THE WORK. 10.1 Owner shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to the Contractor for any increased compensation without such written order. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Any alleged changes must be approved by Owner in writing prior to starting such items. Owner will not be responsible for the costs of any changes commenced without Owner's express prior written approval. Failure to obtain such prior written approval for any changes will be deemed: (i) a waiver of any claim by Contractor for such items and (ii) an admission by Contractor that such items are in fact not a change but rather are part of the Work required of Contractor hereunder. 10.2 A Change Order, in the form attached as Exhibit E to this Agreement, shall be issued and executed promptly after an agreement is reached between Contractor and Owner concerning the requested changes. Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Contractor shall mutually agree. 10.3 If Owner and Contractor are unable to agree on a Change Order for the requested change, Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Work Directive Change. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Contractor disagrees with the Owner's adjustment determination, Contractor must make a claim pursuant to Section 11 of these General Conditions or else be deemed to have waived any claim on this matter it might otherwise have had. 10.4 In the event a requested change results in an increase to the Contract Amount, the amount of the increase shall be limited to the Contractor's reasonable direct labor and material costs and reasonable actual equipment costs as a result of the change (including allowance for labor burden costs) plus a maximum ten percent (10%) markup for all overhead and profit. In the event such change Work is performed by a Subcontractor, a maximum ten percent (10%) markup for all overhead and profit for all Subcontractors' and sub-subcontractors' direct labor and material costs and actual equipment costs shall be permitted, with a maximum five percent (5%) markup thereon by the Contractor for all of its overhead and profit, for a total maximum markup of fifteen percent (15%). All compensation due Contractor and any Subcontractor or sub-subcontractor for field and home office overhead is included in the markups noted above. Contractor's and Sub-Contractor's bond costs associated with any change order shall be included in the overhead and profit expenses and shall not be paid as a separate line item. No markup shall be placed on sales tax, shipping or subcontractor markup. 10.5 Owner shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Change Order or Work Directive Change. 10.6 The Project Manager shall have authority to order minor changes in the Work not involving an adjustment to the Contract Amount or an extension to the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes may be effected by Field Order or by other written order. Such changes shall be binding on the Contractor. 40 0 10.7 Any modifications to this Contract shall be in compliance with the County procurement ordinance and policies and Administrative Procedures in effect at the time such modifications are authorized. 11. CLAIMS AND DISPUTES. 11.1 Claim is a demand or assertion by one of the parties seeking an adjustment or interpretation of the terms of the Contract Documents, payment of money, extension of time or other relief with respect to the terms of the Contract Documents. The term "Claim" also includes other disputes and matters in question between Owner and Contractor arising out of or relating to the Contract Documents. The responsibility to substantiate a Claim shall rest with the party making the Claim. 11.2 Claims by the Contractor shall be made in writing to the Project Manager within forty-eight (48) hours from when the Contractor knew or should have known of the event giving rise to such Claim or else the Contractor shall be deemed to have waived the Claim. Written supporting data shall be submitted to the Project Manager within fifteen (15) calendar days after the occurrence of the event, unless the Owner grants additional time in writing, or else the Contractor shall be deemed to have waived the Claim. All Claims shall be priced in accordance with the provisions of Subsection 10.4. 11.3 The Contractor shall proceed diligently with its performance as directed by the Owner, regardless of any pending Oaim, action, suit or administrative proceeding, unless otherwise agreed to by the Owner in writing. Owner shall continue to make payments in accordance with the Contract Documents during the pendency of any Claim. 12. OTHER WORK. 12.1 Owner may perform other work related to the Project at the site by Owner's own forces, have other work performed by utility owners or let other direct contracts. If the fact that such other work is to be performed is not noted in the Contract Documents, written notice thereof will be given to Contractor prior to starting any such other work. If Contractor believes that such performance will involve additional expense to Contractor or require additional time, Contractor shall send written notice of that fact to Owner and Design Professional within forty-eight(48) hours of being notified of the other work. If the Contractor fails to send the above required forty-eight (48) hour notice, the Contractor will be deemed to have waived any rights it otherwise may have had to seek an extension to the Contract Time or adjustment to the Contract Amount. 12.2 Contractor shall afford each utility owner and other contractor who is a party to such a direct contract (or Owner, if Owner is performing the additional work with Owner's employees) proper and safe access to the site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such work and shall properly connect and coordinate its Work with theirs. Contractor shall do all cutting, fitting and patching of the Work that may be required to make its several parts come together properly and integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating or otherwise altering their work and will only cut or alter their work with the written consent of the Project Manager and the others whose work will be affected. The duties and responsibilities of Contractor under this paragraph are for the benefit of such utility owners and other Contractors to the extent that there are comparable provisions for the benefit of Contractor in said direct contracts between Owner and such utility owners and other contractors. 41 12.3 If any part of Contractor's Work depends for proper execution or results upon the work of any other contractor or utility owner (or Owner), Contractor shall inspect and promptly report to Project Manager in writing any delays, defects or deficiencies in such work that render it unavailable or unsuitable for such proper execution and results. Contractor's failure to report will constitute an acceptance of the other work as fit and proper for integration with Contractor's Work. 13. INDEMNIFICATION AND INSURANCE. 13.1 To the maximum extent permitted by Florida law, the ContractorNendor/Consultant shall defend, indemnify and hold harmless Collier County and City of Naples, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the ContractorNendor/Consultant or anyone employed or utilized by the ContractorNendor/Consultant in the performance of this Agreement. 13.2 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, Owner and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the Owner or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 13.3 Contractor shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in Exhibit B-3 to the Agreement. Further, the Contractor shall at all times comply with all of the terms, conditions, requirements and obligations set forth under Exhibit B-3. 14. COMPLIANCE WITH LAWS. 14.1 Contractor agrees to comply, at its own expense,with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to the Project, including but not limited to those dealing with taxation, worker's compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes). If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify Project Manager in writing. To the extent any law, rule, regulation, code, statute, or ordinance requires the inclusion of certain terms in this Agreement in order for this Agreement to be enforceable, such terms shall be deemed included in this Agreement. Notwithstanding anything in the Contract Documents to the contrary, it is understood and agreed that in the event of a change in any applicable laws, ordinances, rules or regulations subsequent to the date this Agreement was executed that increases the Contractor's time or cost of performance of the Work, Contractor is entitled to a Change Order for such increases, except to the extent Contractor knew or should have known of such changes prior to the date of this Agreement. 14.2 By executing and entering into this agreement, the Contractor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion to unilaterally terminate this agreement immediately. 42 14.3 Statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who are eligible to work in the United States. The Employment Eligibility Verification System (E-Verify) operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA), provides an Internet- based means of verifying employment eligibility of workers in the United States; it is not a substitute for any other employment eligibility verification requirements. The program will be used for Collier County formal Invitations to Bid (ITB) and Request for Proposals (RFP) including professional services and construction services. Exceptions to the program: • Commodity based procurement where no services are provided. • Where the requirement for the affidavit is waived by the Board of County Commissioners Contractors/Bidders are required to enroll in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the Contractor's/bidder's proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Contractors are also required to provide the Collier County Procurement Services Division an executed affidavit certifying they shall comply with the E-Verify Program. The affidavit is attached to the solicitation documents. If the Bidder/Contractor does not comply with providing both the acceptable E-Verify evidence and the executed affidavit the bidder's/Contractor's proposal may be deemed non- responsive. Additionally, Contractors shall require all subcontracted Contractors to use the E-Verify system for all purchases not covered under the "Exceptions to the program" clause above. For additional information regarding the Employment Eligibility Verification System (E-Verify) program visit the following website: http://www.dhs.qov/E-Verify. It shall be the Contractor's responsibility to familiarize themselves with all rules and regulations governing this program. Contractor acknowledges, and without exception or stipulation, any firm(s) receiving an award shall be fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324,et seq. and regulations relating thereto, as either may be amended and with the provisions contained within this affidavit. Failure by the awarded firm(s) to comply with the laws referenced herein or the provisions of this affidavit shall constitute a breach of the award agreement and the Owner shall have the discretion to unilaterally terminate said agreement immediately. 15. CLEANUP AND PROTECTIONS. 15.1 Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean and ready for occupancy by Owner. 15.2 Any existing surface or subsurface improvements, including, but not limited to, pavements, curbs, sidewalks, pipes, utilities, footings, structures, trees and shrubbery, not indicated in the Contract Documents to be removed or altered, shall be protected by Contractor from damage during the prosecution of the Work. Subject to the Section 2.3 above, any such improvements so damaged O'a 43 shall be restored by Contractor to the condition equal to that existing at the time of Contractor's commencement of the Work. 16. ASSIGNMENT. 16.1 Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of Owner. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the Owner's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward Owner. 17. PERMITS, LICENSES AND TAXES. 17.1 Pursuant to Section 218.80, F.S., Owner will pay for all Collier County permits and fees, including license fees, permit fees, impact fees or inspection fees applicable to the Work through an internal budget transfer(s). Contractor is not responsible for paying for permits issued by Collier County, but Contractor is responsible for acquiring all permits. Owner may require the Contractor to deliver internal budget transfer documents to applicable Collier County agencies when the Contractor is acquiring permits. Owner will not be obligated to pay for any permits obtained by Subcontractors. 17.2 All permits, fees and licenses necessary for the prosecution of the Work which are not issued by Collier County shall be acquired and paid for by the Contractor. 17.3 Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 18. TERMINATION FOR DEFAULT. 18.1 Contractor shall be considered in material default of the Agreement and such default shall be considered cause for Owner to terminate the Agreement, in whole or in part, as further set forth in this Section, if Contractor: (1) fails to begin the Work under the Contract Documents within the time specified herein; or (2) fails to properly and timely perform the Work as directed by the Project Manager or as provided for in the approved Progress Schedule; or(3) performs the Work unsuitably or neglects or refuses to remove materials or to correct or replace such Work as may be rejected as unacceptable or unsuitable; or (4) discontinues the prosecution of the Work; or (5) fails to resume Work which has been suspended within a reasonable time after being notified to do so; or (6) becomes insolvent or is declared bankrupt, or commits any act of bankruptcy; or(7) allows any final judgment to stand against it unsatisfied for more than ten (10) days; or (8) makes an assignment for the benefit of creditors; or (9) fails to obey any applicable codes, laws, ordinances, rules or regulations with respect to the Work; or(10) materially breaches any other provision of the Contract Documents. 18.2 Owner shall notify Contractor in writing of Contractor's default(s). If Owner determines that Contractor has not remedied and cured the default(s)within seven (7)calendar days following receipt by Contractor of said written notice or such longer period of time as may be consented to by Owner in writing and in its sole discretion, then Owner, at its option, without releasing or waiving its rights and remedies against the Contractor's sureties and without prejudice to any other right or remedy it may be entitled to hereunder or by law, may terminate Contractor's right to proceed under the Agreement, in whole or in part, and take possession of all or any portion of the Work and any materials, tools, equipment, and appliances of Contractor, take assignments of any of Contractor's 44 ��/ subcontracts and purchase orders, and complete all or any portion of Contractor's Work by whatever means, method or agency which Owner, in its sole discretion, may choose. 18.3 If Owner deems any of the foregoing remedies necessary, Contractor agrees that it shall not be entitled to receive any further payments hereunder until after the Project is completed. All moneys expended and all of the costs, losses, damages and extra expenses, including all management, administrative and other overhead and other direct and indirect expenses (including Design Professional and attorneys' fees) or damages incurred by Owner incident to such completion, shall be deducted from the Contract Amount, and if such expenditures exceed the unpaid balance of the Contract Amount, Contractor agrees to pay promptly to Owner on demand the full amount of such excess, including costs of collection, attorneys' fees (including appeals) and interest thereon at the maximum legal rate of interest until paid. If the unpaid balance of the Contract Amount exceeds all such costs, expenditures and damages incurred by the Owner to complete the Work, such excess shall be paid to the Contractor. The amount to be paid to the Contractor or Owner, as the case may be, shall be approved by the Project Manager, upon application, and this obligation for payment shall survive termination of the Agreement. 18.4 The liability of Contractor hereunder shall extend to and include the full amount of any and all sums paid, expenses and losses incurred, damages sustained, and obligations assumed by Owner in good faith under the belief that such payments or assumptions were necessary or required, in completing the Work and providing labor, materials, equipment, supplies, and other items therefore or re-letting the Work, and in settlement, discharge or compromise of any claims, demands, suits, and judgments pertaining to or arising out of the Work hereunder. 18.5 If, after notice of termination of Contractor's right to proceed pursuant to this Section, it is determined for any reason that Contractor was not in default, or that its default was excusable, or that Owner is not entitled to the remedies against Contractor provided herein, then the termination will be deemed a termination for convenience and Contractor's remedies against Owner shall be the same as and limited to those afforded Contractor under Section 19 below. 18.6 In the event (i) Owner fails to make any undisputed payment to Contractor within thirty (30) days after such payment is due or Owner otherwise persistently fails to fulfill some material obligation owed by Owner to Contractor under this Agreement, and (ii) Owner has failed to cure such default within fourteen (14) days of receiving written notice of same from Contractor, then Contractor may stop its performance under this Agreement until such default is cured, after giving Owner a second fourteen (14) days written notice of Contractor's intention to stop performance under the Agreement. If the Work is so stopped for a period of one hundred and twenty (120)consecutive days through no act or fault of the Contractor or its Subcontractors or their agents or employees or any other persons performing portions of the Work under contract with the Contractor or any Subcontractor, the Contractor may terminate this Agreement by giving written notice to Owner of Contractor's intent to terminate this Agreement. If Owner does not cure its default within fourteen (14) days after receipt of Contractor's written notice, Contractor may, upon fourteen (14) additional days' written notice to the Owner, terminate the Agreement and recover from the Owner payment for Work performed through the termination date, but in no event shall Contractor be entitled to payment for Work not performed or any other damages from Owner. 19. TERMINATION FOR CONVENIENCE AND RIGHT OF SUSPENSION. 19.1 Owner shall have the right to terminate this Agreement without cause upon seven (7) calendar days written notice to Contractor. In the event of such termination for convenience, Contractor's recovery against Owner shall be limited to that portion of the Contract Amount earned 45 through the date of termination, together with any retainage withheld and reasonable termination expenses incurred, but Contractor shall not be entitled to any other or further recovery against Owner, including, but not limited to, damages or any anticipated profit on portions of the Work not performed. 19.2 Owner shall have the right to suspend all or any portions of the Work upon giving Contractor not less than two (2) calendar days' prior written notice of such suspension. If all or any portion of the Work is so suspended, Contractor's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in the Contract Documents. In no event shall the Contractor be entitled to any additional compensation or damages. Provided, however, if the ordered suspension exceeds six (6) months, the Contractor shall have the right to terminate the Agreement with respect to that portion of the Work which is subject to the ordered suspension. 20. COMPLETION. 20.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Contractor shall notify Project Manager in writing that the entire Work (or such designated portion)is substantially complete.Within a reasonable time thereafter, Owner,Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does not consider the Work (or designated portion) substantially complete, Project Manager shall notify Contractor in writing giving the reasons therefore. If Owner, after conferring with the Design Professional, considers the Work (or designated portion) substantially complete, Project Manager shall prepare and deliver to Contractor a Certificate of Substantial Completion which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list of items to be completed or corrected by Contractor before final payment. Owner shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner shall allow Contractor reasonable access to complete or correct items on the tentative punch-list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Project Manager and Design Professional will make such inspection and, if they find the Work acceptable and fully performed under the Contract Documents shall promptly approve payment, recommending that, on the basis of their observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor's Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. 46 Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable. 21. WARRANTY. 21.1 Contractor shall obtain and assign to Owner all express warranties given to Contractor or any subcontractors by any subcontractor or material men supplying materials, equipment or fixtures to be incorporated into the Project. Contractor warrants to Owner that any materials and equipment furnished under the Contract Documents shall be new unless otherwise specified, and that all Work shall be of good quality, free from all defects and in conformance with the Contract Documents. Contractor further warrants to Owner that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one(1) year after Substantial Completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from Owner. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. Further, in the event of an emergency, Owner may commence to correct any defective Work, without prior notice to Contractor, at Contractor's expense. These warranties are in addition to those implied warranties to which Owner is entitled as a matter of law. 21.2 No later than 30 days prior to expiration of the warranty, the Project Manager, or another representative of the Owner, shall conduct an inspection of the warranted work to verify compliance with the requirements of the Agreement. The Contractor's Representative shall be present at the time of inspection and shall take remedial actions to correct any deficiencies noted in the inspection. Failure of the Contractor to correct the cited deficiencies shall be grounds for the Owner to disqualify the Contractor from future bid opportunities with the Owner, in addition to any other rights and remedies available to Owner. 22. TESTS AND INSPECTIONS. 22.1 Owner, Design Professional, their respective representatives, agents and employees, and governmental agencies with jurisdiction over the Project shall have access at all times to the Work, whether the Work is being performed on or off of the Project site, for their observation, inspection and testing. Contractor shall provide proper, safe conditions for such access. Contractor shall provide Project Manager with timely notice of readiness of the Work for all required inspections,tests or approvals. 22.2 If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish Project Manager the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the Project Manager. 22.3 Contractor is responsible, without reimbursement from Owner, for re-inspection fees and costs; to the extent such re-inspections are due to the fault or neglect of Contractor. 47 22.4 If any Work that is to be inspected,tested or approved is covered without written concurrence from the Project Manager, such work must, if requested by Project Manager, be uncovered for observation. Such uncovering shall be at Contractor's expense unless Contractor has given Project Manager timely notice of Contractor's intention to cover the same and Project Manager has not acted with reasonable promptness to respond to such notice. If any Work is covered contrary to written directions from Project Manager, such Work must, if requested by Project Manager, be uncovered for Project Manager's observation and be replaced at Contractor's sole expense. 22.5 The Owner shall charge to Contractor and may deduct from any payments due Contractor all engineering and inspection expenses incurred by Owner in connection with any overtime work. Such overtime work consisting of any work during the construction period beyond the regular eight(8) hour day and for any work performed on Saturday, Sunday or holidays. 22.6 Neither observations nor other actions by the Project Manager or Design Professional nor inspections, tests or approvals by others shall relieve Contractor from Contractor's obligations to perform the Work in accordance with the Contract Documents. 23. DEFECTIVE WORK. 23.1 Work not conforming to the requirements of the Contract Documents or any warranties made or assigned by Contractor to Owner shall be deemed defective Work. If required by Project Manager, Contractor shall as directed, either correct all defective Work, whether or not fabricated, installed or completed, or if the defective Work has been rejected by Project Manager, remove it from the site and replace it with non-defective Work. Contractor shall bear all direct, indirect and consequential costs of such correction or removal (including, but not limited to fees and charges of engineers, architects, attorneys and other professionals) made necessary thereby, and shall hold Owner harmless for same. 23.2 If the Project Manager considers it necessary or advisable that covered Work be observed by Design Professional or inspected or tested by others and such Work is not otherwise required to be inspected or tested, Contractor, at Project Manager's request, shall uncover, expose or otherwise make available for observation, inspection or tests as Project Manager may require, that portion of the Work in question,furnishing all necessary labor, material and equipment. If it is found that such Work is defective, Contractor shall bear all direct, indirect and consequential costs of such uncovering, exposure, observation, inspection and testing and of satisfactory reconstruction (including, but not limited to, fees and charges of engineers, architects, attorneys and other professionals), and Owner shall be entitled to an appropriate decrease in the Contract Amount. If, however, such Work is not found to be defective, Contractor shall be allowed an increase in the Contract Amount and/or an extension to the Contract Time, directly attributable to such uncovering, exposure, observation, inspection, testing and reconstruction. 23.3 If any portion of the Work is defective, or if Contractor fails to supply sufficient skilled workers, suitable materials or equipment or fails to finish or perform the Work in such a way that the completed Work will conform to the Contract Documents, Project Manager may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated. The right of Project Manager to stop the Work shall be exercised, if at all, solely for Owner's benefit and nothing herein shall be construed as obligating the Project Manager to exercise this right for the benefit of Design Engineer, Contractor, or any other person. 23.4 Should the Owner determine, at its sole opinion, it is in the Owner's best interest to accept defective Work, the Owner may do so. Contractor shall bear all direct, indirect and consequential 48 costs attributable to the Owner's evaluation of and determination to accept defective Work. If such determination is rendered prior to final payment, a Change Order shall be executed evidencing such acceptance of such defective Work, incorporating the necessary revisions in the Contract Documents and reflecting an appropriate decrease in the Contract Amount. If the Owner accepts such defective Work after final payment, Contractor shall promptly pay Owner an appropriate amount to adequately compensate Owner for its acceptance of the defective Work. 23.5 If Contractor fails, within a reasonable time after the written notice from Project Manager, to correct defective Work or to remove and replace rejected defective Work as required by Project Manager or Owner, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any of the provisions of the Contract Documents, Owner may, after seven (7) days written notice to Contractor, correct and remedy any such deficiency. Provided, however, Owner shall not be required to give notice to Contractor in the event of an emergency. To the extent necessary to complete corrective and remedial action, Owner may exclude Contractor from any or all of the Project site, take possession of all or any part of the Work, and suspend Contractor's services related thereto,take possession of Contractor's tools,appliances, construction equipment and machinery at the Project site and incorporate in the Work all materials and equipment stored at the Project site or for which Owner has paid Contractor but which are stored elsewhere. Contractor shall allow Owner, Design Professional and their respective representatives, agents, and employees such access to the Project site as may be necessary to enable Owner to exercise the rights and remedies under this paragraph. All direct, indirect and consequential costs of Owner in exercising such rights and remedies shall be charged against Contractor, and a Change Order shall be issued, incorporating the necessary revisions to the Contract Documents, including an appropriate decrease to the Contract Amount. Such direct, indirect and consequential costs shall include, but not be limited to, fees and charges of engineers, architects, attorneys and other professionals, all court costs and all costs of repair and replacement of work of others destroyed or damaged by correction, removal or replacement of Contractor's defective Work. Contractor shall not be allowed an extension of the Contract Time because of any delay in performance of the Work attributable to the exercise by Owner of Owner's rights and remedies hereunder. 24. SUPERVISION AND SUPERINTENDENTS. 24.1 Contractor shall plan, organize, supervise, schedule, monitor, direct and control the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be responsible to see that the finished Work complies accurately with the Contract Documents. Contractor shall keep on the Work at all times during its progress a competent resident superintendent, who shall be subject to Owner's approval and not be replaced without prior written notice to Project Manager except under extraordinary circumstances. The superintendent shall be employed by the Contractor and be the Contractor's representative at the Project site and shall have authority to act on behalf of Contractor. All communications given to the superintendent shall be as binding as if given to the Contractor. Owner shall have the right to direct Contractor to remove and replace its Project superintendent,with or without cause. Attached to the Agreement as Exhibit A-1 is a list identifying Contractor's Project Superintendent and all of Contractor's key personnel who are assigned to the Project; such identified personnel shall not be removed without Owner's prior written approval, and if so removed must be immediately replaced with a person acceptable to Owner. 24.2 Contractor shall have a competent superintendent on the project at all times whenever contractor's work crews, or work crews of other parties authorized by the Project Manager are engaged in any activity whatsoever associated with the Project. Should the Contractor fail to comply with the above condition, the Project Manager shall, at his discretion, deduct from the Contractor's 49 monthly pay estimate, sufficient moneys to account for the Owner's loss of adequate project supervision, not as a penalty, but as liquidated damages, separate from the liquidated damages described in Section 5.B, for services not rendered. 25. PROTECTION OF WORK. 25.1 'Contractor shall immediately notify Project Manager and Design Professional. The Owner or Design Professional shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by Owner associated therewith. 26. EMERGENCIES. 26.1 In the event of an emergency affecting the safety or protection of persons or the Work or property at the Project site or adjacent thereto, Contractor, without special instruction or authorization from Owner or Design Professional is obligated to act to prevent threatened damage, injury or loss. Contractor shall give Project Manager written notice within forty-eight (48) hours after Contractor knew or should have known of the occurrence of the emergency, if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. If the Project Manager determines that a change in the Contract Documents is required because of the action taken in response to an emergency, a Change Order shall be issued to document the consequences of the changes or variations. If Contractor fails to provide the forty-eight (48) hour written notice noted above, the Contractor shall be deemed to have waived any right it otherwise may have had to seek an adjustment to the Contract Amount or an extension to the Contract Time. 27. USE OF PREMISES. 27.1 Contractor shall maintain all construction equipment, the storage of materials and equipment and the operations of workers to the Project site and land and areas identified in and permitted by the Contract Documents and other lands and areas permitted by law, rights of way, permits and easements, and shall not unreasonably encumber the Project site with construction equipment or other material or equipment. Contractor shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof, or any land or areas contiguous thereto, resulting from the performance of the Work. 28. SAFETY. 28.1 Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 28.1.1 All employees on or about the project site and other persons and/or organizations who may be affected thereby; 28.1.2 All the Work and materials and equipment to be incorporated therein,whether in storage on or off the Project site; and 28.1.3 Other property on Project site or adjacent thereto, including trees, shrubs, walks, pavements, roadways, structures, utilities and any underground structures or improvements not designated for removal, relocation or replacement in the Contract Documents. 50 28.2 Contractor shall comply with all applicable codes, laws, ordinances, rules and regulations of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss. Contractor shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify owners of adjacent property and of underground structures and improvements and utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation or replacement of their property. Contractor's duties and responsibilities for the safety and protection of the Work shall continue until such time as the Work is completed and final acceptance of same by Owner has occurred. All new electrical installations shall incorporate NFPA 70E Short Circuit Protective Device Coordination and Arc Flash Studies where relevant as determined by the engineer. All electrical installations shall be labeled with appropriate NFPA 70E arch flash boundary and PPE Protective labels. 28.3. Contractor shall designate a responsible representative located on a full time basis at the Project site whose duty shall be the prevention of accidents. This person shall be Contractor's superintendent unless otherwise designated in writing by Contractor to Owner. 28.4 Alcohol, drugs and all illegal substances are strictly prohibited on any Owner property. All employees of Contractor, as well as those of all subcontractors and those of any other person or entity for whom Contractor is legally liable(collectively referred to herein as "Employees"), shall not possess or be under the influence of any such substances while on any Owner property. Further, Employees shall not bring on to any Owner property any gun, rifle or other firearm, or explosives of any kind. 28.5 Contractor acknowledges that the Work may be progressing on a Project site which is located upon or adjacent to an existing Owner facility. In such event, Contractor shall comply with the following: 28.5.1 All Owner facilities are smoke free. Smoking is strictly prohibited; 28.5.2 All Employees shall be provided an identification badge by Contractor. Such identification badge must be prominently displayed on the outside of the Employees' clothing at all times. All Employees working at the Project site must log in and out with the Contractor each day; 28.5.3 Contractor shall strictly limit its operations to the designated work areas and shall not permit any Employees to enter any other portions of Owner's property without Owner's expressed prior written consent; 28.5.4 All Employees are prohibited from distributing any papers or other materials upon Owner's property, and are strictly prohibited from using any of Owner's telephones or other office equipment; 28.5.5 All Employees shall at all times comply with the OSHA regulations with respect to dress and conduct at the Project site. Further, all Employees shall comply with the dress, conduct and facility regulations issued by Owner's officials onsite, as said regulations may be changed from time to time; 51 '., 28.5.6 All Employees shall enter and leave Owner's facilities only through the ingress and egress points identified in the site utilization plan approved by Owner or as otherwise designated, from time to time, by Owner in writing; 28.5.7 When requested, Contractor shall cooperate with any ongoing Owner investigation involving personal injury, economic loss or damage to Owner's facilities or personal property therein; 28.5.8 The Employees may not solicit, distribute or sell products while on Owner's property. Friends, family members or other visitors of the Employees are not permitted on Owner's property; and 28.5.9 At all times, Contractor shall adhere to Owner's safety and security regulations, and shall comply with all security requirements at Owner's facilities, as said regulations and requirements may be modified or changed by Owner from time to time. 29. PROJECT MEETINGS. Prior to the commencement of Work, the Contractor shall attend a pre-construction conference with the Project Manager, Design Professional and others as appropriate to discuss the Progress Schedule, procedures for handling shop drawings and other submittals, and for processing Applications for Payment, and to establish a working understanding among the parties as to the Work. During the prosecution of the Work, the Contractor shall attend any and all meetings convened by the Project Manager with respect to the Project, when directed to do so by Project Manager or Design Professional. The Contractor shall have its subcontractors and suppliers attend all such meetings (including the pre-construction conference) as may be directed by the Project Manager. 30. VENDOR PERFORMANCE EVALUATION. Owner has implemented a Vendor Performance Evaluation System for all contracts awarded in excess of $25,000. To this end, vendors will be evaluated on their performance upon completion/termination of this Agreement. 31. MAINTENANCE OF TRAFFIC POLICY. For all projects that are conducted within a Collier County Right-of-Way, the Contractor shall provide and erect Traffic Control Devices as prescribed in the current edition of the Manual On Uniform Traffic Control Devices (MUTCD), where applicable on local roadways and as prescribed in the Florida Department of Transportation's Design Standards(DS), where applicable on state roadways. These projects shall also comply with Collier County's Maintenance of Traffic Policy, #5807, incorporated herein by reference. Copies are available through Risk Management and/or Procurement Services Division, and is available on-line at colliergov.net/purchasing. The Contractor will be responsible for obtaining copies of all required manuals, MUTCD, FDOT Roadway & Traffic Design Standards Indexes, or other related documents, so to become familiar with their requirements. Strict adherence to the requirements of the Maintenance of Traffic ("MOT") policy will be enforced under this Contract. All costs associated with the Maintenance of Traffic shall be included on the line item on the bid page. If MOT is required, MOT is to be provided within ten (10) days of receipt of Notice of Award. 52 32. SALES TAX SAVINGS AND DIRECT PURCHASE. 32.1 Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. No markup shall be applied to sales tax. Additionally, as directed by Owner and at no additional cost to Owner, Contractor shall comply with and fully implement the sales tax savings program with respect to the Work, as set forth in section 32.2 below: 32.2 Notwithstanding anything herein to the contrary, because Owner is exempt from sales tax and may wish to generate sales tax savings for the Project, Owner reserves the right to make direct purchases of various construction materials and equipment included in the Work("Direct Purchase"). Contractor shall prepare purchase orders to vendors selected by Contractor,for execution by Owner, on forms provided by Owner. Contractor shall allow two weeks for execution of all such purchase orders by Owner. Contractor represents and warrants that it will use its best efforts to cooperate with Owner in implementing this sales tax savings program in order to maximize cost savings for the Project. Adjustments to the Contract Amount will be made by appropriate Change Orders for the amounts of each Owner Direct Purchase, plus the saved sales taxes. A Change Order shall be processed promptly after each Direct Purchase, or group of similar or related Direct Purchases, unless otherwise mutually agreed upon between Owner and Contractor. With respect to all Direct Purchases by Owner, Contractor shall remain responsible for coordinating, ordering, inspecting, accepting delivery, storing, handling, installing, warranting and quality control for all Direct Purchases. Notwithstanding anything herein to the contrary, Contractor expressly acknowledges and agrees that all Direct Purchases shall be included within and covered by Contractor's warranty to Owner to the same extent as all other warranties provided by Contractor pursuant to the terms of the Contract Documents. In the event Owner makes a demand against Contractor with respect to any Direct Purchase and Contractor wishes to make claim against the manufacturer or supplier of such Direct Purchase, upon request from Contractor Owner shall assign to Contractor any and all warranties and Contract rights Owner may have from any manufacturer or supplier of any such Direct Purchase by Owner. 32.3 Bidder represents and warrants that it is aware of its statutory responsibilities for sale tax under Chapter 212, Florida Statutes, and for its responsibilities for Federal excise taxes. 33. SUBCONTRACTS. 33.1 Contractor shall review the design and shall determine how it desires to divide the sequence of construction activities. Contractor will determine the breakdown and composition of bid packages for award of subcontracts, based on the current Project Milestone Schedule, and shall supply a copy of that breakdown and composition to Owner and Design Professional for their review and approval prior to submitting its first Application for Payment. Contractor shall take into consideration such factors as natural and practical lines of severability, sequencing effectiveness, access and availability constraints, total time for completion, construction market conditions, availability of labor and materials, community relations and any other factors pertinent to saving time and costs. 33.2 A Subcontractor is any person or entity who is performing, furnishing, supplying or providing any portion of the Work pursuant to a contract with Contractor. Contractor shall be solely responsible for and have control over the Subcontractors. Contractor shall negotiate all Change Orders, Work Directive Changes, Field Orders and Requests for Proposal, with all affected Subcontractors and shall review the costs of those proposals and advise Owner and Design Professional of their validity and reasonableness, acting in Owner's best interest, prior to requesting approval of any Change Order from Owner. All Subcontractors performing any portion of the Work on this Project must be 53'' ' "qualified"as defined in Collier County Ordinance 2013-69, meaning a person or entity that has the capability in all respects to perform fully the Agreement requirements with respect to its portion of the Work and has the integrity and reliabiity to assure good faith performance. 33.3 In addition to those Subcontractors identified in Contractor's bid that were approved by Owner, Contractor also shall identify any other Subcontractors, including their addresses, licensing information and phone numbers, it intends to utilize for the Project prior to entering into any subcontract or purchase order and prior to the Subcontractor commencing any work on the Project. The list identifying each Subcontractor cannot be modified, changed, or amended without prior written approval from Owner. Any and all Subcontractor work to be self-performed by Contractor must be approved in writing by Owner in its sole discretion prior to commencement of such work. Contractor shall continuously update that Subcontractor list, so that it remains current and accurate throughout the entire performance of the Work. 33.4 Contractor shall not enter into a subcontract or purchase order with any Subcontractor, if Owner reasonably objects to that Subcontractor. Contractor shall not be required to contract with anyone it reasonably objects to. Contractor shall keep on file a copy of the license for every Subcontractor and sub-subcontractor performing any portion of the Work, as well as maintain a log of all such licenses.All subcontracts and purchase orders between Contractor and its Subcontractors shall be in writing and are subject to Owner's approval. Further, unless expressly waived in writing by Owner, all subcontracts and purchase orders shall (1) require each Subcontractor to be bound to Contractor to the same extent Contractor is bound to Owner by the terms of the Contract Documents, as those terms may apply to the portion of the Work to be performed by the Subcontractor, (2) provide for the assignment of the subcontract or purchase order from Contractor to Owner at the election of Owner upon termination of Contractor, (3) provide that Owner will be an additional indemnified party of the subcontract or purchase order, (4) provide that Owner, Collier County Government and City of Naples, will be an additional insured on all liability insurance policies required to be provided by the Subcontractor except workman's compensation and business automobile policies, (5) assign all warranties directly to Owner, and (6) identify Owner as an intended third-party beneficiary of the subcontract or purchase order. Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract, copies of the Contract Documents to which the Subcontractor will be bound. Each Subcontractor shall similarly make copies of such documents available to its sub-subcontractors. 33.5 Each Subcontractor performing work at the Project Site must agree to provide field (on-site) supervision through a named superintendent for each trade (e.g., general concrete forming and placement, masonry, mechanical, plumbing, electrical and roofing) included in its subcontract or purchase order. In addition, the Subcontractor shall assign and name a qualified employee for scheduling direction for its portion of the Work. The supervisory employees of the Subcontractor (including field superintendent,foreman and schedulers at all levels) must have been employed in a supervisory(leadership)capacity of substantially equivalent level on a similar project for at least two years within the last five years. The Subcontractor shall include a resume of experience for each employee identified by it to supervise and schedule its work. 33.6 Unless otherwise expressly waived by Owner in writing, all subcontracts and purchase orders shall provide: 33.6.1 That the Subcontractor's exclusive remedy for delays in the performance of the subcontract or purchase order caused by events beyond its control, including delays claimed to be caused by Owner or Design Professional or attributable to Owner or Design Professional and including claims based on breach of contract or negligence, shall be an extension of its contract time. 54 33.6.2 In the event of a change in the work,the Subcontractor's claim for adjustments in the contract sum are limited exclusively to its actual costs for such changes plus no more than 10% for overhead and profit. 33.6.3 The subcontract or purchase order, as applicable, shall require the Subcontractor to expressly agree that the foregoing constitute its sole and exclusive remedies for delays and changes in the Work and thus eliminate any other remedies for claim for increase in the contract price, damages, losses or additional compensation. Further, Contractor shall require all Subcontractors to similarly incorporate the terms of this Section 33.6 into their sub-subcontracts and purchase orders. 33.6.4 Each subcontract and purchase order shall require that any claims by Subcontractor for delay or additional cost must be submitted to Contractor within the time and in the manner in which Contractor must submit such claims to Owner, and that failure to comply with such conditions for giving notice and submitting claims shall result in the waiver of such claims. 34. CONSTRUCTION SERVICES. 34.1 Contractor shall maintain at the Project site, originals or copies of, on a current basis, all Project files and records, including, but not limited to, the following administrative records: 34.1.1 Subcontracts and Purchase Orders 34.1.2 Subcontractor Licenses 34.1.3 Shop Drawing Submittal/Approval Logs 34.1.4 Equipment Purchase/Delivery Logs 34.1.5 Contract Drawings and Specifications with Addenda 34.1.6 Warranties and Guarantees 34.1.7 Cost Accounting Records 34.1.8 Labor Costs 34.1.9 Material Costs 34.1.10 Equipment Costs 34.1.11 Cost Proposal Request 34.1.12 Payment Request Records 34.1.13 Meeting Minutes 34.1.14 Cost-Estimates 34.1.15 Bulletin Quotations 34.1.16 Lab Test Reports 34.1.17 Insurance Certificates and Bonds 34.1.18 Contract Changes 34.1.19 Permits 34.1.20 Material Purchase Delivery Logs 34.1.21 Technical Standards 34.1.22 Design Handbooks 34.1.23 "As-Built" Marked Prints 34.1.24 Operating & Maintenance Instruction 34.1.25 Daily Progress Reports 34.1.26 Monthly Progress Reports 34.1.27 Correspondence Files 34.1.28 Transmittal Records 34.1.29 Inspection Reports 34.1.30 Punch Lists 5 34.1.31 PMIS Schedule and Updates 34.1.32 Suspense (Tickler) Files of Outstanding Requirements The Project files and records shall be available at all times to Owner and Design Professional or their designees for reference, review or copying. 34.2 Contractor Presentations At the discretion of the Owner, the Contractor may be required to provide a brief update on the Project to the Collier County Board of County Commissioners and City of Naples, "Board", up to two (2) times per contract term. Presentations shall be made in a properly advertised Public Meeting on a schedule to be determined by the County Manager/City Manager or his designee. Prior to the scheduled presentation date, the Contractor shall meet with appropriate County staff to discuss the presentation requirements and format. Presentations may include, but not be limited to,the following information: Original contract amount, project schedule, project completion date and any changes to the aforementioned since Notice to Proceed was issued. 35. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below.All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPSa_colliergov.net)whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. CCSO requires separate fingerprinting prior to work being performed in any of their locations. This will be coordinated upon award of the contract. If there are additional fees for this process, the Contractor is responsible for all costs. 36. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 37. VALUE ENGINEERING. 56 All projects with an estimated cost of $10 million or more shall be reviewed for consideration of a Value Engineering (VE) study conducted during project development. A"project" shall be defined as the collective contracts, which may include but not be limited to: design, construction, and construction, engineering and inspection (CEI) services. Additionally, any project with an estimated construction value of$2 million or more may be reviewed for VE at the discretion of the Owner. 38. ABOVEGROUND/UNDERGROUND TANKS. 38.1 The contractor shall ensure compliance with all NFPA regulations: specifically 110 & 30/30A; FDEP chapter 62 regulations: specifically 761, 762, 777, and 780; 376 & 403 Florida Statutes; and STI, UL, PEI, ASME, NACE, NLPA, NIST & API referenced standards pertaining to the storage of hazardous materials and petroleum products. 38.2 The contractor shall notify the Solid & Hazardous Waste Management Department (SHWMD) prior to the installation, removal, or maintenance of any storage tank, including day tanks for generators, storing/will be storing petroleum products or hazardous materials. The contractor shall provide a 10 day and 48-hour notice to SHWMD 239-252-2508 prior to commencement. The contractor shall provide the plans pertaining to the storage tank systems containing hazardous materials/ petroleum products to the SHWMD prior to plans submittal to a permitting entity and then SHWMD must approve the plans prior to contractor's submittal for permitting. 39. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on Owner's projects who are neat, clean, well-groomed and courteous. Subject to the Americans with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The Owner may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Owner's projects is not in the best interest of the County. 40. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision- making authority and by Owner's staff person who would make the presentation of any settlement reached during negotiations to Owner for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement,the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by Owner's staff person or designee who would make the presentation of any settlement reached at mediation to Owner's Board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under Section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 57 �' EXHIBIT I: SUPPLEMENTAL TERMS AND CONDITIONS Attached hereto, following this page 58 e, EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS UNITED STATES ENVIRONMENTAL PROTECTION AGENCY The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. In cases of disagreement with any other section of this contract,the Supplemental Conditions shall govern. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract. The services performed by the awarded Contractor shall be in compliance with all applicable grantor regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. In general, 1)The contractor(including all subcontractors)must insert these contract provisions in each lower tier contracts(e.g. subcontract or sub-agreement); 2)The contractor(or subcontractor)must incorporate the applicable requirements of these contract provisions by reference for work done under any purchase orders, rental agreements and other agreements for supplies or services; 3) The prime contractor is responsible for compliance with these contract provisions by any subcontractor, lower-tier subcontractor or service provider. FCP-1 0 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS Administrative,contractual,or legal remedies(Ref.41 U.S.C. 1908,2 CFR§ 200 Appendix II(A) Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local government and the contractor,arising out of or relating to this contract,or the breach of it,will be decided by arbitration,if the parties mutually agree,or in a Florida court of competent jurisdiction. Access to Records and Reports(Reference: 2 CFR § 200.333,2 CFR§ 200.336) The contractor/vendor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case the Contractor agrees to maintain same until the Purchaser, the Grantor Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals,claims or exceptions related thereto. No Government Obligation to Third Parties-The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract." Program Fraud and False or Fraudulent Statements of Related Acts The contractor acknowledges that 31 U.S.C. Chap.38(Administrative Remedies for False Claims and Statements)applies to the contractor's actions pertaining to this contract." Clean Air and Federal Water Pollution Control Acts(Reference: 2 CFR§ 200 Appendix II (G)) Contracts and subgrants of amounts in excess of $150,000 shall contain a provision that requires the Contractor or recipient to comply with all applicable standards, orders, or requirements issued pursuant to the Clean Air Act(42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). Energy Policy and Conservation Act- (Reference 2 CFR§ 200 Appendix II(H)) The contractor shall comply with any mandatory standards and policies relating to energy efficiency which are contained in the Florida state energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L.94-163, 89 Stat. 871,42 U.S.0 Section 6201) Debarment and Suspension (Reference 2 CFR§ 200 Appendix II(I)) Contract awards that exceed the small purchase threshold and certain other contract awards shall not be made to parties listed on the government wide Excluded Parties List System in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549(3 CFR Part 1986 Comp.,p. 189)and 12689(3 CFR Part 1989 Comp.,p.235), "Debarment and Suspension." The Excluded Parties List System in SAM contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. The successful bidder,by administering each lower tier subcontract that exceeds$25,000 as a"covered transaction", must verify each lower tier participant of a "covered transaction" under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. Byrd Anti-Lobbying Amendment(31 U.S.C. 1352)(Reference 2 CFR§ 200 Appendix II(J)) -Vendors must certify it will not and has not used Federal appropriated funds have been paid or will be paid,by or to any person or organization for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in FCP-2 0 EXHIBIT I-01 FEDERAL CON TRACT PROVISIONS connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. The certification includes any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Procurement of Recovered Materials (Reference 2 CFR § 200.322)Contractor and subcontractor agree to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, and the regulatory provisions of 40 CFR Part 247. In the performance of this contract and to the extent practicable,the Contractor and subcontractors are to use of products containing the highest percentage of recovered materials for items designated by the Environmental Protection Agency (EPA) under 40 CFR Part 247 whenever:a)The contract requires procurement of$10,000 or more of a designated item during the fiscal year; or, b)The contractor has procured$10,000 or more of a designated item using Federal funding during the previous fiscal year. The list of EPA-designated items is available at: www.epa.gov/epawaste/conserve/tools/cpg/products/ Section 6002(c) establishes exceptions to the preference for recovery of EPA-designated products if the contractor can demonstrate the item is: a) Not reasonably available within a timeframe providing for compliance with the contract performance schedule; b) Fails to meet reasonable contract performance requirements;or c)Is only available at an unreasonable price. Diversity (Reference 2 CFR § 200.321)The County is dedicated to fostering the continued development and economic growth of small,minority-,women-, and service-disabled veteran business enterprises. All contracting and subcontracting opportunities afforded by this solicitation/contract are strongly encouraged to contribute as both Contractors and Sub-Contractors. Firms may be required to submit documentation addressing diversity and describing the efforts being made to encourage the participation of small,minority- ,women-, and service-disabled veteran business enterprises. Rights to Inventions Made Under a Contract or Agreement - Contracts or agreements for the performance of experimental, developmental, or research work shall provide for the rights of the Federal Government and the recipient in any resulting invention in accordance with 37 CFR part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,"and any implementing regulations issued by the awarding agency. Section 508 of the Federal Water Pollution Control Act, as amended (33 U.S.C. 1368) and Section 1424(e)of the Safe Drinking Water Act(42 U.S.C.300h-3(e))-Contracts and subgrants of amounts in excess of$100,000 shall contain a provision that requires the recipient to agree to comply with all applicable standards,orders or regulations issued pursuant to Section 508 of the Federal Water Pollution Control Act, as amended(33 U.S.C. 1368)and Section 1424(e) of the Safe Drinking Water Act(42 U.S.C. 300h-3(e)). Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). Compliance with all Federal statutes relating to nondiscrimination -These include but are not limited to: (a)Title VI of the Civil Rights Act of 1964 (P.L. 88-352),which prohibits discrimination on the basis of sex; (b) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 795), which prohibits discrimination on the basis of handicaps; (c)the Age Discrimination Act of 1975, as amended(42 U.S.C. 6101-6107),which prohibits discrimination on the basis of age; (d)the Drug Abuse Office and Treatment Act of 1972 (P.L 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (e)the Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(P.L. 91-616),as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism;(f)Sections FCP-3 OV3 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (g) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (h) any other nondiscrimination provisions in the specific statute(s) made; and, (i) the requirements of any other nondiscrimination statute(s)that may apply. Compliance with the requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646)that provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal or federally assisted programs.These requirements apply to all interests in real property acquired for project purposes regardless of Federal participation in purchases. Compliance with the provisions of the Hatch Act(5 U.S.C. 1501- 1508 and 7324- 7328)that limit the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. Compliance with environmental standards which may be prescribed to the following: (a) institution of environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91- 190) and Executive Order 11514; (b) notification of violating facilities pursuant to E.O. 11738; (c) protection of wetlands pursuant to E.O.I 1990;(d)evaluation of flood hazards in floodplains in accordance with E.O. 11988; (e) assurance of project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972 (16 U.S.C. 1451 et seq.); (f)conformity with Federal actions to State (Clean Air) Implementation Plans under Section 1 76(c)of the Clean Air Act of 1955,as amended(42 U.S.C.7401 et seq.);(g) protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended(P.L. 93-523); and(h)protection of endangered species under the Endangered Species Act of 1973,as amended(P.L. 93-205). Compliance with the Wild and Scenic Rivers Act of 1968 (16 U.S.C. 1271 et seq.)related to protecting components or potential components of the national wild and scenic rivers system. Compliance with Section 106 of the National Historic Preservation Act of 1966,as amended (16 U.S.C. 470), E.O. 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974(16 U.S.C.469a-1 et seq.). Compliance with the Lead-Based Paint Poisoning Prevention Act(42 U.S.C.4801 et seq.)that prohibits the use of lead-based paint in construction or rehabilitation of residence structures. Compliance with Geospatial Data Standards must be met by the Grantee under this Agreement. All geospatial data created must be consistent with Federal Geographic Data Committee endorsed standards. Information on these standards can be found at www.fgdc.gov. Compliance with the Contract Work Hours and Safety Standards Act (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. FCP-4 0,:n! EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (2)Violation;liability for unpaid wages; liquidated damages.In the event of any violation of the clause set forth in paragraph(1)of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition,such contractor and subcontractor shall be liable to the United States(in the case of work done under contract for the District of Columbia or a territory,to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph(1)of this section,in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(1)of this section. (3)Withholding for unpaid wages and liquidated damages.The(write in the name of the Federal agency or the loan or grant recipient)shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld,from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(2)of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section." Compliance with Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations "During the performance of this contract,the contractor agrees as follows: "(1) The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment,without regard to their race, creed,color,or national origin.Such action shall include,but not be limited to the following:employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places,available to employees and applicants for employment,notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. "(2)The contractor will,in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race,creed, color,or national origin. "(3)The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. "(4) The contractor will comply with all provisions of Executive Order No. 11246 of Sept. 24, 1965, and of the rules,regulations, and relevant orders of the Secretary of Labor. FCP-5 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS "(5)The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,regulations, and orders. "(6) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of Sept 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. "(7)The contractor will include the provisions of Paragraphs(1)through (7)in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of Sept. 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, That in the event the contractor becomes involved in,or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency,the contractor may request the United States to enter into such litigation to protect the interests of the United States." Davis-Bacon Act - as amended (40 U.S.C. 3141-3148). All prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C.3141-3144,and 3146-3148)as supplemented by Department of Labor regulations(29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). § 5.5 Contract provisions and related matters. (a) The Agency head shall cause or require the contracting officer to insert in full in any contract in excess of$2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating,of a public building or public work,or building or work financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal agency to make a loan,grant or annual contribution (except where a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in § 5.1,the following clauses(or any modifications thereof to meet the particular needs of the agency,Provided, That such modifications are first approved by the Department of Labor):(l)Minimum wages. (i)All laborers and mechanics employed or working upon the site of the work(or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project),will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act(29 CFR part 3)),the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics,subject to the provisions of paragraph(a)(1)(iv)of this section;also,regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly)under plans, funds, or FCP-6 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed,without regard to skill, except as provided in § 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination(including any additional classification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A)The contracting officer shall require that any class of laborers or mechanics,including helpers,which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination.The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination;and (2)The classification is utilized in the area by the construction industry; and (3)The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B)If the contractor and the laborers and mechanics to be employed in the classification(if known),or their representatives,and the contracting officer agree on the classification and wage rate(including the amount designated for fringe benefits where appropriate),a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division,Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve,modify,or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits,where appropriate),the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii)(B)or(C)of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate,the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. FCP-7 0 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (iv)If the contractor does not make payments to a trustee or other third person,the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program,Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (2) Withholding. The (write in name of Federal Agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics,including apprentices,trainees,and helpers,employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work(or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the (Agency)may,after written notice to the contractor,sponsor, applicant,or owner,take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records. (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work(or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked,deductions made and actual wages paid.Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv)that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act,the contractor shall maintain records which show that the commitment to provide such benefits is enforceable,that the plan or program is financially responsible,and that the plan or program has been communicated in writing to the laborers or mechanics affected,and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A)The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the(write in name of appropriate federal agency) if the agency is a party to the contract, but if the agency is not such a party, the contractor will submit the payrolls to the applicant, sponsor, or owner, as the case may be, for transmission to the(write in name of agency). The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee(e.g., the last four digits of the employee's social security number).The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors FCP-8 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the (write in name of appropriate federal agency) if the agency is a party to the contract,but if the agency is not such a party,the contractor will submit them to the applicant, sponsor, or owner, as the case may be, for transmission to the (write in name of agency), the contractor,or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the sponsoring government agency (or the applicant, sponsor, or owner). (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be provided under § 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5 (a)(3)(i)of Regulations,29 CFR part 5, and that such information is correct and complete; (2)That each laborer or mechanic(including each helper,apprentice,and trainee)employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations,29 CFR part 3; (3)That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the"Statement of Compliance"required by paragraph(a)(3)(ii)(B)of this section. (D)The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii)The contractor or subcontractor shall make the records required under paragraph(a)(3)(i)of this section available for inspection, copying, or transcription by authorized representatives of the (write the name of the agency) or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available,the Federal agency may, after written notice to the contractor, sponsor,applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees—(i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services,or with a State Apprenticeship Agency recognized by the Office,or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training,Employer and Labor Services or a State Apprenticeship Agency(where appropriate)to be eligible for probationary employment as an apprentice.The allowable ratio of apprentices to journeymen on the job FCP-9 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program.Any worker listed on a payroll at an apprentice wage rate,who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed.Where a contractor is performing construction on a project in a locality other than that in which its program is registered,the ratios and wage rates(expressed in percentages of the journeyman's hourly rate)specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress,expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits,apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S.Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits,trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii)Equal employment opportunity. The utilization of apprentices,trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended,and 29 CFR part 30. (5)Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3,which are incorporated by reference in this contract. (6)Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1)through(10)and such other clauses as the(write in the name of the Federal agency)may FCP-10 EXHIBIT I-01 FEDERAL CON TRACT PROVISIONS by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5,6,and 7.Disputes within the meaning of this clause include disputes between the contractor(or any of its subcontractors)and the contracting agency,the U.S. Department of Labor,or the employees or their representatives. (10)Certification of eligibility. (i)By entering into this contract,the contractor certifies that neither it(nor he or she)nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii)The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. (b)Contract Work Hours and Safety Standards Act. The Agency Head shall cause or require the contracting officer to insert the following clauses set forth in paragraphs (b)(1), (2), (3), and(4)of this section in full in any contract in an amount in excess of$100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by § 5.5(a)or 4.6 of part 4 of this title.As used in this paragraph,the terms laborers and mechanics include watchmen and guards. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the conract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages;liquidated damages. In the event of any violation of the clause set forth in paragraph(b)(1)of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States(in the case of work done under contract for the District of Columbia or a territory,to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph(b)(1)of this section,in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(b)(1)of this section. FCP-11 EXHIBIT I-01 FEDERAL CON TRACT PROVISIONS (3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(b)(2)of this section. (4)Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph(b)(1)through(4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs(b)(1)through(4)of this section. (c)In addition to the clauses contained in paragraph(b), in any contract subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in § 5.1, the Agency Head shall cause or require the contracting officer to insert a clause requiring that the contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the Agency Head shall cause or require the contracting officer to insert in any such contract a clause providing that the records to be maintained under this paragraph shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of the (write the name of agency) and the Department of Labor, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job. Copeland "Anti-Kickback" Act(18 U.S.C.874 and 40 U.S.C.27 c)-All contracts in excess of$2000 for construction or repair awarded by the County shall include a provision for compliance with the Copeland "Anti-Kickback"Act(40 U.S.C. 3145),as supplemented by Department of Labor regulations(29 CFR part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor shall be prohibited from inducing,by any means,any person employed in the construction, completion, or repair of public work,to give up any part of the compensation to which he is otherwise entitled.The County shall report all suspected or reported violations to the Federal awarding agency. FCP-12 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS DOL WAGE DETERMINATION General Decision Number: FL180153 01/05/2018 FL153 Superseded General Decision Number: FL20170153 State: Florida Construction Type: Heavy County: Collier County in Florida. HEAVY CONSTRUCTION PROJECTS (Including Sewer and Water Lines) Note: Under Executive Order (EO) 13658, an hourly minimum wage of $10.35 for calendar year 2018 applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2015. If this contract is covered by the EO, the contractor must pay all workers in any classification listed on this wage determination at least $10.35 per hour (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in calendar year 2018. The EO minimum wage rate will be adjusted annually. Please note that this EO applies to the above-mentioned types of contracts entered into by the federal government that are subject to the Davis-Bacon Act itself, but it does not apply to contracts subject only to the Davis-Bacon Related Acts, including those set forth at 29 CFR 5.1(a) (2) - (60) . Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/05/2018 ELEC0728-006 03/01/2017 Rates Fringes ELECTRICIAN $ 30.50 11.43 ENGI0487-014 07/01/2013 Rates Fringes OPERATOR: Crane All Tower Cranes Mobile, Rail, Climbers, Static- Mount; All Cranes with Boom Length 150 Feet & Over (With or without jib) Friction, Hydraulic, Electric or Otherwise; Cranes 150 Tons & Over; FCP-13 O�� EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS Cranes with 3 Drums (When 3rd drum is rigged for work) ; Gantry & Overhead Cranes; Hydraulic Cranes Over 25 Tons but not more than 50 Tons; Hydraulic/Friction Cranes; & All Types of Flying Cranes; Boom Truck $ 29.05 8.80 Cranes with Boom Length Less than 150 Feet (With or without jib) ; Hydraulic Cranes 25 Tons & Under, & Over 50 Tons (With Oiler) ; Boom Truck $ 28.32 8.80 OPERATOR: Drill $ 25.80 8.80 OPERATOR: Oiler $ 22.99 8.80 * IRON0272-005 10/01/2017 Rates Fringes IRONWORKER, STRUCTURAL $ 24.89 10.10 LAB01652-004 06/01/2013 Rates Fringes LABORER: Grade Checker $ 14.50 4.92 PAIN0365-007 07/01/2017 Rates Fringes PAINTER: Brush, Roller and Spray $ 20.21 10.08 SUFL2009-149 06/24/2009 Rates Fringes CARPENTER $ 14.95 2.92 CEMENT MASON/CONCRETE FINISHER $ 14.77 3.50 LABORER: Common or General $ 9.72 1.31 LABORER: Landscape $ 7.25 0.00 LABORER: Pipelayer $ 11.33 0.00 LABORER: Power Tool Operator (Hand Held Drills/Saws, Jackhammer and Power Saws Only) $ 10.63 2.20 FCP-14 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS OPERATOR: Asphalt Paver $ 11.59 0.00 OPERATOR: Backhoe Loader Combo $ 16.10 2.44 OPERATOR: Backhoe/Excavator $ 14.91 1.08 OPERATOR: Bulldozer $ 17.00 0.00 OPERATOR: Grader/Blade $ 16.00 2.84 OPERATOR: Loader $ 14.75 0.00 OPERATOR: Mechanic $ 14.32 0.00 OPERATOR: Roller $ 10.76 0.00 OPERATOR: Scraper $ 11.00 1.74 OPERATOR: Trackhoe $ 20.92 5.50 OPERATOR: Tractor $ 10.54 0.00 TRUCK DRIVER, Includes Dump Truck $ 11.00 0.00 TRUCK DRIVER: Lowboy Truck $ 12.73 0.00 TRUCK DRIVER: Off the Road Truck $ 12.21 1.97 WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the EO, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Unlisted classifications needed for work not included within FCP-15 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii) ) . The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of "identifiers" that indicate whether the particular rate is a union rate (current union negotiated rate for local) , a survey rate (weighted average rate) or a union average rate (weighted union average rate) . Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than "SU" or "UAVG" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e. , Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the "SU" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. FCP-16 `42 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. WAGE DETERMINATION APPEALS PROCESS 1. ) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3. ) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7) . Write to: FCP-17 EXHIBIT I-0I FEDERAL CONTRACT PROVISIONS Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3. ) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board) . Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. END OF GENERAL DECISION FCP-18 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS South Florida Water Management District Conditions Examination of Records: The SFWMD shall have the right to examine in accordance with generally accepted governmental auditing standards all records directly or indirectly related to this contract. Such examination may be made only within five(5)years from the expiration date of this contract. Extended Availability of Records for Legal Disputes: In the event that the SFWMD should become involved in a legal dispute with a third party arising from performance under this contract,the County shall extend the period of maintenance for all records relating to the contract until the final disposition of the legal dispute.All such records shall be made readily available to the SFWMD. Discriminatory Vendor List—The contractor will not discriminate against any person on legally protected basis in any activity under this solicitation or a contract. Any entity or affiliate that has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity,and many not transact business with any public entity. Employment Eligibility Verification-Executive Order 11-116, signed May 27, 2011, by the Governor of Florida,requires contracts to utilize the U.S.Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the vendor during the Contract/Work Order term and include in all subcontracts under this Contract/Work Order, the requirement that subcontractors performing work or providing services pursuant to this Agreement utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of the subcontract. Indemnification- Contractor agrees to indemnify,pay on behalf,and hold the SFWMD harmless from all damages arising in connection with a contract. Ownership Rights— Both the SFWMD and the County shall have joint ownership rights to all work items, including but not limited to, all documents, technical reports, research notes, scientific data, computer programs, including the source and object code, which are developed, created or otherwise originated hereunder by the other party,its contractor(s),as required by the Statement of Work. Both parties' rights to deliverables received under a contract shall include the unrestricted and peq etual right to use,reproduce, modify and distribute such deliverables at no additional cost to the other party. Compliance with Terms and Conditions - Contractors and its subcontractors shall comply with all applicable federal, state and local laws and regulations relating to the performance of the contract. Scrutinized Companies—Pursuant Section 215.473, F.S. the contractor certifies that it is not listed on the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,and/or Scrutinized Companies with Activities in Israel List(eff. 10.1.2016). Created Pursuant to Subsection 287.135(5), F.S., the subcontractor agrees the County may immediately terminate this Agreement for cause subcontractor is found to have submitted a false certification or if the subcontractor is placed on the Scrutinized Companies list during the term of the Agreement. FCP-19 EXHIBIT I-02 GRANT CERTIFICATIONS AND ASSURANCES GRANT CERTIFICATIONS AND ASSURANCES THE FOLLOWING DOCUMENTS NEED TO BE RETURNED WITH SOLICIATION DOCUMENTS BY DEADLINE TO BE CONSIDERED RESPONSIVE 1. Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions 2. Certification regarding Lobbying 3. Conflict of Interest 4. Anticipated DBE,M/WBE or VETERAN Participation Statement 5. Opportunity List for Commodities and Contractual Services and Professional Consultant Services 6. Acknowledgement of Grant Terms and Conditions GCA- 1 EXHIBIT I-02 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Debarment,Suspension,and Other Responsibility Matters Primary Covered Transactions (1) The prospective primary participant certifies to the best of its knowledge and belief,that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification;and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions(Federal,State or local)terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. —30C-- l..r A-1 t V C_rmz:,L.=.-rC.,F,041%\v- Qat,pAzzA Name Project Name 21.--A T 5 ktc..i .--.S jSc.R DA'a,AM3C.Az. E.tt . vS--'l.2Z. Title Project Number V,.1 VtA-,..SCASCKEtZ. 2.cs-- ` i►"'19 4r Firm Tax ID Number DUNS Number 43!2-7 ' ',//' -1"; Mt_- ?Aek. o12-- 4Wko N3LA‘ c . Mk. X34. Street Ad'r; s, C , State,Zip Signa . /11- GCA-2 EXHIBIT I-02 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Lobbying The undersigned b L- t`Jk (Vendor/Contractor) certifies, to the best of his or her knowledge and belief,that: (1)No State appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency, a member of the Legislature, an officer or employee of the judicial branch,or an employee of a State agency in connection with the awarding of any State contract, the making of any State grant, the making of any State loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any State contract,grant, loan,or cooperative agreement. (2) No grantee, nor its persons or affiliates, may employ any person or organization with funds received pursuant to any State agreement for the purpose of lobbying the Legislature, the judicial branch, or a State agency. The purpose of lobbying includes, but is not limited to,salaries, travel expenses and per diem, the cost for advertising, including production costs; postage; entertainment; and telephone and telegraph; and association dues. The provisions of this paragraph supplement the provisions of section 11.062, Florida Statutes, which is incorporated by reference into this solicitation,purchase order or contract. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. The Vendor/Contractor, t '. \" V AZ .ts 1-3-4, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure,if any. In addition,the Contractor understands and agrees that the provisions of 11.062,Florida Statutes., apply to this certification and disclosure, if any. . 'zvs . L, b c.i t Name of Authorized Official M'M . `:� Title .10111111.1."- Signature of Vendor/Contractor's Authorized Official MAthlr,9 Date GCA-3 EXHIBIT I-02 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Conflict of Interest Certification At>t+1`o.. \?-. --'?3Z."L Collier County Solicitation No. I, _ 'cc . l.._ Ak , hereby certify that to the best of my knowledge, neither I nor my spouse, dependent child, general partner, or any organization for which I am serving as an officer, director,trustee,general partner or employee,or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. I further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household. Also, to the best of my knowledge, no member of my household; no relative with whom I have a close relationship; no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year are parties or represent a party to the matter. I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter, and to disclose any interest I, •r anyone noted above, has in any person or organization that does become involved in,or is affected at e ••to by,the conduct of this matter. -..... 0C.--- 2_Q.CF1 ''' JOY Name Signat Msz_. M \`v , z_c. Z Position Date Privacy Act Statement Title I of the Ethics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of this information. The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations. Additional disclosures of the information on this report may be made: (1) to a federal, state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations; (2) to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena; (3) to a source when necessary to obtain information relevant to a conflict of interest investigation or decision; (4) to the National Archives and Records Administration or the General Services Administration in records management inspections; (5) to the Office of Management and Budget during legislative coordination on private relief legislation; and (6) in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding, if the information is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person unless authorized by law. See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. GCA-4 EXHIBIT I-02 GRANT CERTIFICATIONS AND ASSURANCES COWER COUNTY ANTICIPATED DISADVANTAGED,MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be vitrified. Lmverifable statuses will require the PRIZE to either proivde a revised statement or Feocide source documentation that validates a status. l2: u $ l ae rasdsi a f t ffi e y < 4 T dm aIa 5b! ,�.,-. ... ,,.��;r M_. -� ..a . r . ...N.,„....��i. _,?'.;.r s.,.�.?A.:a pT.r*^axe:,. ..a PRIME NAME PRIME FEID NUMBER CONTRACT DOLLAR AMOUNT IS THE PRIME A Ft ORIDA-CER71rED DISADVANTAGED. r TERAN Y N ti THE ACTIVITY OF THIS CONTRACT._ MINORITY OR WOMEN BUSINESS ENTERPRISE? DRRE!MEEiWBE)OR HALE A SMALL DISADVANTAGED DBE? Y N CONSTRUCTION? Y N BUS/NESS EA.CERTIFICATION FROM THE SMALL.BUSINESS MEI? Y td CONSULTATION? Y N ADMINISTRATION? A SERVICE DISABLED VETERAN? WBE? Y N OTHER? Y t8 SOB SA? Y N IS THIS SUBMISSION A REVISION? Y N IF YES,REVISION NUMBER. 14i; ..,;:r” 6 " u sxr s g�o • DBE MANSE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPUER PERCENT OF CONTRACT VETERAN NAME SPECIALTY (See Below) DOLLAR.AMOUNT DOLLARS TOTALS: NAME OF SUBMITTER DATE TITLE Of SUBMITTER k.17A— WCXZLLQ MAS \4- Za W M\ arta EMAIL ADDRESS Of PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER TLAc.)t4` Q ‘c.E'tki\ C,2NI \C=, Cof o E4-31 Ea -k Akk NOTE:This information is used to track amid report anticipated DBE or MBE participation in federally-funded contracts_The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms. This form must be submitted at time of response to a solicitation. rf and when awarded a County contract,the prime sell be asked to update the information for the grant compliance files. Eiack'AIfMn®n BA hispanic American HA... Native Aunein NA Subcont.Asian American SAA Asiait-Sladific AP.A ....Non-Minority'Women NMW. othicnototwohergroupl ed 3 t r a a r truce „.;,<.., ,rte, .... .....�,..._ ..�a..,�,<„a,,.a ....�., .,..,.,��`?s �a._a��,aaF ar '� DEPARTMENT NAME COLLIER CONTRACT C(IFS/RFP or PO/REQ) GRANT PROGRAM/CONTRACT ACCEPTED BY: DATE UL t1- J EXHIBIT I-02 GRANT CERTIFICATIONS AND ASSURANCES COLDER COUNTY GP.A.iT COMPLIANCE FORM �ID OPPORTUNm LIST FOR COMMODITIES AND CONTRACTUAL SERVICES AND PROFESSIONAL CONSULTANT SERVICES it is the policy c fCollier County that disac uontaged businesses and minority vendors,as defined in the Code of Feder ll Reyuiations fCF)or Florida Statutes(F5 must have the opportunity to participate an contracts e*h federof and/or state grant ossismnce. Prime Contractor/Prime Consultant: YET`A—- Address and Phone Number e�'v\Z� tib TIZL1 L. PAe Yom. 41r..AbISLEittSC c e Mt. Procurement Number/AdvertuementNumber: i>�jJ (j t? I3ZZ �U� The list below is intended to be a listing of firma that are,or attempting to,participate on the project numbered above.The list must include the firm bidding or quoting as prime„as well as subs and suppliers quoting for participation. Prime contractors and consultants must provide information for Numbers 1,2,3,and 4;and,should provide any information they have for Numbers 5,6,7,and B.This form must be submitted with the bid package. 1. Federal Tax ID Number: 6.EDBE S.Annual Gross Receipts 2. Firm Name: Non-OBE Less than$1 million 3.Phone Number Between S 1-5 million 4.Address Between 5 5-10 million 7.E Su contractor Between S 10-15 million Subconsultar,t More than$15 million 5,Year Firm Established: 1.Federal Tax ID Number: 6. DBE $.Annual Gross Receipts 2. firm Name: Non-DBE Less than 5 1 million 3_Phone Number: Between$1-5 million A-Address —•Between 5 5-10 million 7,E Subcontractor -Between 510.15 million Subatnsuttant More than 515 malion 5.Year Firm Established: 1. Federal Tax ID Number: 6.EDBE S. Annual Gross Receipts 2. Firm Name: Non-OBE Less than Si million 3.Phone Number Between 51-5 million 4.Address Between$5-10 ntihion 7. Subcontractor Between 510-15 mlBion Subcansuttant More than$15 million 5.Year Firm Established: 1. federal Tax ID Number: 6.__• DBE a_Annual Gross Receipts 2. Firm Name: Non-OBE ^•Less than Si million 3.Phone Number Between 5 1-5 million 4.Address h-- SubcontractorBetween 5 5-io million 7.G Between- 510-15 m lion 11L Subconsuttant More than 5 15 million 5.Year Firm Established: EXHIBIT I-02 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Acknowledgement of Terms,Conditions and Grant Clauses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract,the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703,Fla. Stat. Certification On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). Vendor/Contractor Name \11iPiA LA-C Date �/ �� Authorized Signature Address SI 2.1 lu its r ti11. 42.\L De. 'zAv sil.Ate. O01. g24.3� Solicitation/Contract# GCA-7 ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 01/30/2018 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 Jennifer Falldine NAME: Coverica PHONE (972)490-8800 FAX (972)490-2255 (A/C,No,Ext): (A/C,No): 5999 Summerside E-MAILDRESS: jenniferfalldine@CoVerica.com CoVerica.com AD Suite 200 INSURER(S)AFFORDING COVERAGE NAIC# Dallas TX 75252 INSURERA: Hartford Fire Ins Co 00914 INSURED INSURER B: Hartford Ins Co of the Midwest 37478 WPM,Inc.;WPM Construction Services,Inc. INSURER C: Hartford Casualty Ins Co 29424 WPM Southern,LLC.;Buffalo Bill Farms,LLC INSURER D: 8127 Industrial Park Dr. INSURER E: Grand Blanc MI 48439 INSURER F: COVERAGES CERTIFICATE NUMBER: 18-19 MASTER 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 300,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ _ MED EXP(Any one person) $ 10,000 A 46UUAIA0853 01/31/2018 01/31/2019 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 POLICY X 28: X LOCPRODUCTS-COMP/OPAGG $ 2,000,000 X OTHER: BI/PD Deductible-$5,000 Employee Benefits $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILYINJURY(Perperson) $ B OWNED SCHEDULED 46UUAIA0853 01/31/2018 01/31/2019 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X AHIREDUTOS NLY X AUTONON-OWONLY NED PROPERTY DAMAGE OS (Per accident) X Deductible X 1,000 Uninsured motorist $ 1,000,000 X UMBRELLA LIABX RR N 9,000000 ,OCCUR EACH OCCURRENCE $ C EXCESS LIAB CLAIMS-MADE 46RHAKQ9898 01/31/2018 01/31/2019 AGGREGATE $ 9,000,000 DED X RETENTION $ 10,000 $ WORKERS COMPENSATION X STATUTE EORH AND EMPLOYERS'LIABILITY Y/N A ANY PROPRIETOR/PARTNER/EXECUTIVE N N/A 46WEAAS4845 01/31/2018 01/31/2019 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ , DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The General Liability&Automobile policy includes a blanket automatic additional insured endorsement that provides additional insured status to the certificate holder only when there is a written contract/written agreement between the named insured and the certificate holder that requires such status. The General Liability,Automobile&Workers Compensation policy includes a blanket automatic waiver of subrogation endorsement that provides this feature only when there is a written contract between the named insured and the certificate holder. The General Liability,Automobile&Workers Compensation policy includes an endorsement providing that 30 day notice of cancellation will be furnished to the certificate holder. Notice is sent to certificate holders with mailing addresses on file with the agent or the company.The endorsement does not provide for notice of cancellation to the certificate holder if the named insured requests CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Collier County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 3295 Tamiami Trail E 4� Naples FL 34112 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMENTS/REMARKS Project: For any and all work performed by WPM Southern LLC on bahlf of Collier County. OFREMARK COPYRIGHT 2000, AMS SERVICES INC. COMMENTS/REMARKS cancellation. The Automobile policy contains a special endorsement with "Primary and Noncontributory" wording. The Umbrella coverage follows form of the underlying policies OFREMARK COPYRIGHT 2000, AMS SERVICES INC. COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. (1) The "bodily injury"or"property damage" is Read the entire policy carefully to determine rights, caused by an "occurrence" that takes duties and what is and is not covered. place in the "coverage territory"; Throughout this policy the words "you" and "your" (2) The "bodily injury" or "property damage" refer to the Named Insured shown in the occurs during the policy period; and Declarations, and any other person or organization (3) Prior to the policy period, no insured listed qualifying as a Named Insured under this policy. The under Paragraph 1. of Section II - Who Is words "we", "us" and "our" refer to the stock insurance company member of The Hartford An Insured and no "employee" authorized P Y by you to give or receive notice of an providing this insurance. "occurrence" or claim, knew that the The word "insured" means any person or "bodily injury" or "property damage" had organization qualifying as such under Section II - occurred, in whole or in part. If such a Who Is An Insured. listed insured or authorized "employee" Other words and phrases that appear in quotation knew, prior to the policy period, that the marks have special meaning. Refer to Section V - "bodily injury" or "property damage" Definitions. occurred, then any continuation, change SECTION I -COVERAGES or resumption of such "bodily injury" or "property damage" during or after the COVERAGE A BODILY INJURY AND PROPERTY policy period will be deemed to have been DAMAGE LIABILITY known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" will be a. We will pay those sums that the insured deemed to have been known to have becomes legally obligated to pay as damages occurred at the earliest time when any because of "bodily injury" or "property insured listed under Paragraph 1.of Section II damage" to which this insurance applies. We - Who Is An Insured or any "employee" will have the right and duty to defend the authorized by you to give or receive notice of insured against any "suit" seeking those an"occurrence"or claim: damages. However, we will have no duty to (1) Reports all, or any part, of the "bodily defend the insured against any"suit" seeking injury" or "property damage" to us or any damages for "bodily injury" or "property other insurer; damage" to which this insurance does not (2) Receives a written or verbal demand or apply. We may, at our discretion, investigate claim for damages because of the "bodily any"occurrence" and settle any claim or"suit" injury"or"property damage";or that may result. But: (3) Becomes aware by any other means that (1) The amount we will pay for damages is "bodily injury" or "property damage" has limited as described in Section III - Limits occurred or has begun to occur. Of Insurance; and right and dutyto defend ends when d. Damages because of "bodily injury" include (2) Our gdamages claimed by any person or we have used up the applicable limit of organization for care, loss of services or insurance in the payment of judgments or death resulting at any time from the "bodily settlements under Coverages A or B or injury". medical expenses under Coverage C. e. Incidental Medical Malpractice And Good No other obligation or liability to pay sums or Samaritan Coverage perform acts or services is covered unless explicitly provided for under Supplementary "Bodily injury" arising out of the rendering of Payments-Coverages A and B. or failure to render the following health care services by any "employee" or "volunteer b. This insurance applies to "bodily injuryand worker" shall be deemed to be caused by an "property damage" only if: "occurrence"for: HG 00 01 09 16 Page 1 of 21 ©2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (1) Professional health care services such as: (a) Liability to such party for, or for the (a) Medical, surgical, dental, laboratory, x- cost of, that party's defense has also ray or nursing services or treatment, been assumed in the same "insured advice or instruction, or the related contract'; and furnishing of food or beverages; (b)Such attorney fees and litigation (b)Any health or therapeutic service, expenses are for defense of that party treatment, advice or instruction; or against a civil or alternative dispute resolution proceeding in which (c) The furnishing or dispensing of drugs damages to which this insurance or medical, dental, or surgical supplies applies are alleged. or appliances; or (2) First aid services, which include: c. Liquor Liability (a) Cardiopulmonary resuscitation, "Bodily injury" or"property damage"for which any insured may be held liable by reason of: whether performed manually or with a defibrillator; or (1) Causing or contributing to the intoxication of any person; (b)Services performed as a Good Samaritan. (2) The furnishing of alcoholic beverages to a For the purpose of determining the limits of person under the legal drinking age or under the influence of alcohol; or insurance, any act or omission together with all related acts or omissions in the furnishing (3) Any statute, ordinance or regulation of these services to any one person will be relating to the sale, gift, distribution or use considered one"occurrence". of alcoholic beverages. However, this Incidental Medical Malpractice This exclusion applies even if the claims And Good Samaritan Coverage provision against any insured allege negligence or applies only if you are not engaged in the other wrongdoing in: business or occupation of providing any of the (a) The supervision, hiring, employment, services described in this provision. training or monitoring of others by that 2. Exclusions insured; or This insurance does not apply to: (b)Providing or failing to provide a. Expected Or intended Injury transportation with respect to any person that may be under the influence "Bodily injury"or "property damage" expected of alcohol; or intended from the standpoint of the if the "occurrence" which caused the "bodily insured. This exclusion does not apply to injury" or "property damage", involved that "bodily injury' or "property damage" resulting which is described in Paragraph (1), (2) or(3) from the use of reasonable force to protect above. persons or property. b. Contractual Liability However, this exclusion applies only if you are in the business of manufacturing, "Bodily injury"or "property damage"for which distributing, selling, serving or furnishing the insured is obligated to pay damages by alcoholic beverages. For the purposes of this reason of the assumption of liability in a exclusion, permitting a person to bring contract or agreement. This exclusion does alcoholic beverages on your premises, for not apply to liability for damages: consumption on your premises, whether or (1) That the insured would have in the not a fee is charged or a license is required absence of the contract or agreement; or for such activity, is not by itself considered the (2) Assumed in a contract or agreement that business of selling, serving or furnishing alcoholic beverages. is an "insured contract", provided the "bodily injury" or "property damage" d. Workers' Compensation And Similar Laws occurs subsequent to the execution of the Any obligation of the insured under a workers' contract or agreement. Solely for the compensation, disability benefits or purposes of liability assumed in an unemployment compensation law or any "insured contract", reasonable attorney similar law. fees and necessary litigation expenses e. Employer's Liability incurred by or for a party other than an insured are deemed to be damages "Bodily injury"to: because of "bodily injury" or "property (1) An "employee"of the insured arising out of damage", provided: and in the course of: Page 2 of 21 HG 00 01 09 16 (a) Employment by the insured; or (c)Which are or were at any time (b)Performing duties related to the transported, handled, stored, treated, conduct of the insured's business; or disposed of, or processed as waste by (2) The spouse, child, parent, brother or sister or for: of that "employee" as a consequence of (I) Any insured;or Paragraph (1)above. (II) Any person or organization for This exclusion applies: whom you may be legally (1) Whether the insured may be liable as an responsible; employer or in any other capacity, and (d)At or from any premises, site or (2) To any obligation to share damages with location on which any insured or any or repay someone else who must pay contractors or subcontractors working damages because of the injury. directly or indirectly on any insured's This exclusion does not apply to liability behalf are performing operations if the assumed by the insured under an "insured "pollutants" are brought on or to the contract". premises, site or location in connection f. Pollution with such operations by such insured, contractor or subcontractor. However, (1) "Bodily injury" or "property damage" this subparagraph does not apply to: arising out of the actual, alleged or (I) "Bodily injury"or"property damage" threatened discharge, dispersal, seepage, arising out of the escape of fuels, migration, release or escape of lubricants or other operating fluids "pollutants": which are needed to perform the (a) At or from any premises, site or normal electrical, hydraulic or location which is or was at any time mechanical functions necessary for owned or occupied by, or rented or the operation of"mobile equipment" loaned to, any insured. However, this or its parts, if such fuels, lubricants subparagraph does not apply to: or other operating fluids escape (I) "Bodily injury" if sustained within a from a vehicle part designed to building and caused by smoke, hold, store or receive them. This fumes, vapor or soot produced by exception does not apply if the or originating from equipment that "bodily injury"or "property damage" is used to heat, cool or dehumidify arises out of the intentional the building, or equipment that is discharge, dispersal or release of used to heat water for personal the fuels, lubricants or other use, by the building's occupants or operating fluids, or if such fuels, their guests; lubricants or other operating fluids (ii) "Bodily injury"or"property damage" are brought on or to the premises, for which you may be held liable, if site or location with the intent that you are a contractor and the owner they be discharged, dispersed or or lessee of such premises, site or released as part of the operations location has been added to your being performed by such insured, policy as an additional insured with contractor or subcontractor; respect to your ongoing operations (Ii) "Bodily injury"or"property damage" performed for that additional sustained within a building and insured at that premises, site or caused by the release of gases, location and such premises, site or fumes or vapors from materials location is not and never was brought into that building in owned or occupied by, or rented or connection with operations being loaned to, any insured, other than performed by you or on your behalf that additional insured;or by a contractor or subcontractor, or (Iii) "Bodily injury"or"property damage" (III) "Bodily injury"or"property damage" arising out of heat, smoke or fumes arising out of heat, smoke or fumes from a"hostile fire"; from a"hostile fire"; or (b)At or from any premises, site or (e)At or from any premises, site or location which is or was at any time location on which any insured or any used by or for any insured or others for contractors or subcontractors working the handling, storage, disposal, directly or indirectly on any insured's processing or treatment of waste; behalf are performing operations if the HG 00 01 0916 Page 3 of 21 operations are to test for, monitor, (4) Liability assumed under any "insured clean up, remove, contain, treat, contract" for the ownership, maintenance detoxify or neutralize, or in any way or use of aircraft or watercraft; respond to, or assess the effects of, (5) "Bodily injury" or "property damage" "pollutants". arising out of: (2) Any loss, cost or expense arising out of (a) The operation of machinery or any: equipment that is attached to, or part (a) Request, demand,order or statutory or of, a land vehicle that would qualify regulatory requirement that any under the definition of "mobile insured or others test for, monitor, equipment" if it were not subject to a clean up, remove, contain, treat, compulsory or financial responsibility detoxify or neutralize, or in any way law or other motor vehicle insurance respond to, or assess the effects of, law where it is licensed or principally "pollutants"; or garaged; or (b)Claim or suit by or on behalf of a (b) The operation of any of the machinery governmental authority for damages or equipment listed in Paragraph f.(2) because of testing for, monitoring, or f.(3) of the definition of "mobile cleaning up, removing, containing, equipment'; or treating, detoxifying or neutralizing, or (6) An aircraft that is not owned by any in any way responding to, or assessing insured and is hired, chartered or loaned the effects of, "pollutants". with a paid crew. However, this exception However,this paragraph does not apply to does not apply if the insured has any other liability for damages because of "property insurance for such "bodily injury" or damage" that the insured would have in "property damage", whether the other the absence of such request, demand, insurance is primary, excess, contingent order or statutory or regulatory or on any other basis. requirement, or such claim or "suit" by or h. Mobile Equipment on behalf of a governmental authority. "Bodily injury" or "property damage" arising g. Aircraft,Auto Or Watercraft out of: "Bodily injury" or "property damage" arising (1) The transportation of "mobile equipment" out of the ownership, maintenance, use or by an "auto" owned or operated by or entrustment to others of any aircraft, "auto"or rented or loaned to any insured; or watercraft owned or operated by or rented or (2) The use of"mobile equipment"in, or while loaned to any insured. Use includes operation in practice for, or while being prepared for, and"loading or unloading". any prearranged racing, speed, This exclusion applies even if the claims demolition, or stunting activity. against any insured allege negligence or i. War other wrongdoing in the supervision, hiring, employment, training or monitoring of others "Bodily injury" "property property damage , however by that insured, if the "occurrence" which caused,arising, directly or indirectly, out of: caused the "bodily injury" or "property (1) War, including undeclared or civil war; damage" involved the ownership, (2) Warlike action by a military force, including maintenance, use or entrustment to others of action in hindering or defending against an any aircraft, "auto"or watercraft that is owned actual or expected attack, by any or operated by or rented or loaned to any government, sovereign or other authority insured. using military personnel or other agents; This exclusion does not apply to: or (1) A watercraft while ashore on premises you (3) Insurrection, rebellion, revolution, usurped own or rent; power, or action taken by governmental (2) A watercraft you do not own that is: authority in hindering or defending against (a) Less than 51 feet long; and any of these. (b)Not being used to carry persons for a J Damage To Property charge; "Property damage"to: (3) Parking an "auto" on, or on the ways next (1) Property you own, rent, or occupy, to, premises you own or rent, provided the including any costs or expenses incurred "auto" is not owned by or rented or loaned by you, or any other person, organization to you or the insured; or entity, for repair, replacement, Page 4 of 21 HG 00 01 09 16 enhancement, restoration or maintenance m. Damage To Impaired Property Or Property of such property for any reason, including Not Physically Injured prevention of injury to a person or damage "Property damage" to "impaired property" or to another's property; property that has not been physically injured, (2) Premises you sell, give away or abandon, arising out of: if the "property damage" arises out of any (1) A defect, deficiency, inadequacy or part of those premises; dangerous condition in "your product" or (3) Property loaned to you; "your work"; or (4) Personal property in the care, custody or (2) A delay or failure by you or anyone acting control of the insured; on your behalf to perform a contract or (5) That particular part of real property on agreement in accordance with its terms. which you or any contractors or This exclusion does not apply to the loss of subcontractors use of other property arising out of sudden working directly or indirectly on your behalf and accidental physical injury to "your are performing operations, if the "property product" or "your work" after it has been put damage"arises out of those operations; or to its intended use. (6) That particular part of any property that n. Recall Of Products, Work Or Impaired must be restored, repaired or replaced Property because "your work" was incorrectly performed on it. Damages claimed for any loss, cost or Paragraphs (1), (3) and (4) of this exclusion expense incurred by you or others for the loss do not apply to"property damage"(other than of use, withdrawal, recall, inspection, repair, damage by fire) to premises, including the replacement, adjustment, removal or disposal of: contents of such premises, rented to you for a product"; period of seven or fewer consecutive days. A (1) "YourP separate limit of insurance applies to Damage (2) "Your work"; or To Premises Rented To You as described in (3) "Impaired property"; Section III- Limits Of Insurance. Paragraph (2)of this exclusion does not apply if such product, work, or property is withdrawn if the premises are "your work" and were or recalled from the market or from use by never occupied, rented or held for rental by any person or organization because of a known or suspected defect, deficiency, you. Paragraphs (3) and (4) of this exclusion do inadequacy or dangerous condition in it. not apply to "property damage" arising from o. Personal And Advertising Injury the use of elevators. "Bodily injury" arising out of "personal and Paragraphs (3), (4), (5) and (6) of this advertising injury". exclusion do not apply to liability assumed p. Access or Disclosure Of Confidential Or under a sidetrack agreement. Personal Information And Data-related Paragraphs (3) and (4) of this exclusion do Liability not apply to "property damage" to borrowed Damages arising out of: equipment while not being used to perform (1) Any access to or disclosure of any operations at the job site. person's or organization's confidential or Paragraph (6)of this exclusion does not apply personal information, including patents, to "property damage" included in the trade secrets, processing methods, "products-completed operations hazard". customer lists, financial information, credit k. Damage To Your Product card information, health information or any "Property damage" to "your product" arising other type of nonpublic information; or out of it or any part of it. (2) The loss of, loss of use of, damage to, I. Damage To Your Work corruption of, inability to access, or "Property damage" to "your work" arising out inability to manipulate electronic data. of it or any part of it and included in the This exclusion applies even if damages are "products-completed operations hazard". claimed for notification costs, credit This exclusion does not apply if the damaged monitoring expenses, forensic expenses, work or the work out of which the damage public relations expenses or any other loss, arises was performed on your behalf by a cost or expense incurred by you or others subcontractor, arising out of that which is described in Paragraph (1)or(2)above. HG 00 01 09 16 Page 5 of 21 However, unless Paragraph (1) above detoxifying or neutralizing or in any applies, this exclusion does not apply to way responding to or assessing the damages because of"bodily injury", effects of an"asbestos hazard". As used in this exclusion, electronic data s. Recording And Distribution Of Material Or means information, facts or programs stored Information in Violation Of Law as or on, created or used on, or transmitted to "Bodily injury" or "property damage" arising or from computer software, including systems directly or indirectly out of any action or and applications software, hard or floppy omission that violates or is alleged to violate: disks, CD-ROMS, tapes, drives, cells, data (1) The Telephone Consumer Protection Act processing devices or any other media which (TCPA), including any amendment of or are used with electronically controlled addition to such law; equipment. q. Employment-Related Practices (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; "Bodily injury"to: (3) The Fair Credit Reporting Act (FCRA), and (1) A person arising out of any "employment- any amendment of or addition to such law, related practices';or including the Fair and Accurate Credit (2) The spouse, child, parent, brother or sister Transaction Act(FACIA); or of that person as a consequence of"bodily (4) Any federal, state or local statute, injury" to that person at whom any ordinance or regulation, other than the "employment-related practices" are TCPA or CAN-SPAM Act of 2003 or FCRA directed. and their amendments and additions, that This exclusion applies: addresses, prohibits or limits the printing, (1) Whether the injury-causing event dissemination, disposal, collecting, described in the definition of"employment- recording, sending, transmitting, related practices" occurs before communicating or distribution of material employment, during employment or after or information. employment of that person; Damage To Premises Rented To You - (2) Whether the insured may be liable as an Exception For Damage By Fire, Lightning Or employer or in any other capacity; and Explosion (3) To any obligation to share damages with Exclusions c.through h. and j. through n. do not or repay someone else who must pay apply to damage by fire, lightning or explosion to damages because of the injury. premises while rented to you or temporarily r. Asbestos occupied by you with permission of the owner. A separate limit of insurance applies to this (1) "Bodily injury" or "property damage" coverage as described in Section III - Limits Of arising out of the "asbestos hazard". Insurance. (2) Any damages, judgments, settlements, COVERAGE B PERSONAL AND ADVERTISING loss, costs or expenses that: INJURY LIABILITY (a) May be awarded or incurred by reason 1. Insuring Agreement of any claim or suit alleging actual or a. We will pay those sums that the insured threatened injury or damage of any becomes legally obligated to pay as damages nature or kind to persons or property because of "personal and advertising injury" which would not have occurred in to which this insurance applies. We will have whole or in part but for the "asbestos the right and duty to defend the insured hazard"; against any "suit" seeking those damages. (b)Arise out of any request, demand, However, we will have no duty to defend the order or statutory or regulatory insured against any "suit" seeking damages requirement that any insured or others for "personal and advertising injury" to which test for, monitor, clean up, remove, this insurance does not apply.We may, at our encapsulate, contain, treat, detoxify or discretion, investigate any offense and settle neutralize or in any way respond to or any claim or"suit"that may result. But: assess the effects of an "asbestos (1) The amount we will pay for damages is hazard"; or limited as described in Section iii - Limits (c) Arise out of any claim or suit for Of Insurance; and damages because of testing for, (2) Our right and duty to defend end when we monitoring, cleaning up, removing, have used up the applicable limit of encapsulating, containing, treating, insurance in the payment of judgments or Page 6of21 HG 00 01 09 16 settlements under Coverages A or B or h. Wrong Description Of Prices medical expenses under Coverage C. "Personal and advertising injury"arising out of No other obligation or liability to pay sums or the wrong description of the price of goods, perform acts or services is covered unless products or services. explicitly provided for under Supplementary I. Infringement Of intellectual Property Payments-Coverages A and B. Rights b. This insurance applies to "personal and (1) "Personal and advertising injury" arising advertising injury" caused by an offense out of any actual or alleged infringement arising out of your business but only if the or violation of any intellectual property offense was committed in the "coverage rights such as copyright, patent, territory"during the policy period. trademark, trade name,trade secret,trade 2. Exclusions dress, service mark or other designation This insurance does not apply to: of origin or authenticity or a. Knowing Violation Of Rights Of Another (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement "Personal and advertising injury"arising out of or violation of any intellectual property an offense committed by, at the direction or right, whether such allegation of with the consent or acquiescence of the infringement or violation is made by you or insured with the expectation of inflicting by any other party involved in the claim or "personal and advertising injury". "suit", regardless of whether this b. Material Published With Knowledge Of insurance would otherwise apply. Falsity However, this exclusion does not apply if the "Personal and advertising injury"arising out of only allegation in the claim or "suit" involving oral, written or electronic publication, in any any intellectual property right is limited to: manner, of material, if done by or at the (1) Infringement, in your"advertisement", of: direction of the insured with knowledge of its falsity. (a) Copyright; c. Material Published Prior To Policy Period (b) Slogan; or "Personal and advertising injury"arising out of (c) Title of any literary or artistic work; or oral, written or electronic publication, in any (2) Copying, in your "advertisement", a manner, of material whose first publication person's or organization's "advertising took place before the beginning of the policy idea"or style of"advertisement". period. j. Insureds In Media And Internet Type d. Criminal Acts Businesses "Personal and advertising injury"arising out of "Personal and advertising injury" committed a criminal act committed by or at the direction by an insured whose business is: of the insured. (1) Advertising, broadcasting, publishing or e. Contractual Liability telecasting; "Personal and advertising injury"for which the (2) Designing or determining content of web insured has assumed liability in a contract or sites for others; or agreement. This exclusion does not apply to (3) An Internet search, access, content or liability for damages that the insured would service provider. have in the absence of the contract or agreement. However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of f. Breach Of Contract "personal and advertising injury" under the "Personal and advertising injury"arising out of a Definitions Section. breach of contract, except an implied contract to For the purposes of this exclusion,the placing use another's "advertising idea" in your of frames, borders or links, or advertising, for "advertisement". you or others anywhere on the Internet, is not g. Quality Or Performance Of Goods - Failure by itself, considered the business of To Conform To Statements advertising, broadcasting, publishing or "Personal and advertising injury"arising out of telecasting. the failure of goods, products or services to k. Electronic Chatrooms Or Bulletin Boards conform with any statement of quality or "Personal and advertising injury"arising out of performance made in your"advertisement". an electronic chatroom or bulletin board the H0 00 01 09 16 Page 7of21 insured hosts, owns, or over which the (4) Computer code, software or programming insured exercises control. used to enable: I. Unauthorized Use Of Another's Name Or (a)Your web site;or Product (b)The presentation or functionality of an "Personal and advertising injury"arising out of "advertisement" or other content on the unauthorized use of another's name or your web site. product in your e-mail address, domain name q. Right Of Privacy Created By Statute or metatags, or any other similar tactics to mislead another's potential customers. "Personal and advertising injury"arising out of m. Pollution the violation of a person's right of privacy created by any state or federal act. "Personal and advertising injury"arising out of However, this exclusion does not apply to the actual, alleged or threatened discharge, liability for damages that the insured would dispersal, seepage, migration, release or have in the absence of such state or federal escape of"pollutants"at any time. act. n. Pollution-Related r. Violation Of Anti-Trust law Any loss, cost or expense arising out of any: "Personal and advertising injury"arising out of (1) Request, demand, order or statutory or a violation of any anti-trust law. regulatory requirement that any insured or s. Securities others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in "Personal and advertising injury"arising out of any way respond to, or assess the effects the fluctuation in price or value of any stocks, of, "pollutants"; or bonds or other securities. (2) Claim or suit by or on behalf of a t. Recording And Distribution Of Material Or governmental authority for damages Information In Violation Of Law because of testing for, monitoring, "Personal and advertising injury" arising cleaning up, removing, containing, directly or indirectly out of any action or treating, detoxifying or neutralizing, or in omission that violates or is alleged to violate: any way responding to, or assessing the (1) The Telephone Consumer Protection Act effects of, "pollutants". (TCPA), including any amendment of or o. War addition to such law; "Personal and advertising injury", however (2) The CAN-SPAM Act of 2003, including caused, arising, directly or indirectly, out of: any amendment of or addition to such law; (1) War, including undeclared or civil war; (3) The Fair Credit Reporting Act (FCRA), and (2) Warlike action by a military force, including any amendment of or addition to such law, action in hindering or defending against an including the Fair and Accurate Credit actual or expected attack, by any Transaction Act(FACTA); or government, sovereign or other authority (4) Any federal, state or local statute, using military personnel or other agents; ordinance or regulation, other than the or TCPA or CAN-SPAM Act of 2003 or FCRA (3) Insurrection, rebellion, revolution, usurped and their amendments and additions, that power, or action taken by governmental addresses, prohibits or limits the printing, authority in hindering or defending against dissemination, disposal, collecting, any of these. recording, sending, transmitting, communicating or distribution of material p. Internet Advertisements And Content Of or information. Others u. Employment-Related Practices "Personal and advertising injuryarising out of: "Personal and advertising injury"to: (1) An "advertisement"for others on your web (1) A person arising out of any "employment- site; related practices"; or (2) Placing a link to a web site of others on (2) The spouse, child, parent, brother or sister your web site; of that person as a consequence of "personal and advertising injury' to that (3) Content, including information, sounds, person at whom any "employment-related text, graphics, or images from a web site practices"are directed. of others displayed within a frame or border on your web site; or Page 8of21 HG00010916 This exclusion applies: COVERAGE C MEDICAL PAYMENTS (1) Whether the injury-causing event 1. Insuring Agreement described in the definition of"employment- a. We will pay medical expenses as described related practices" occurs before below for "bodily injury" caused by an employment, during employment or after accident: employment of that person; (1) On premises you own or rent; (2) Whether the insured may be liable as an employer or in any other capacity and (2) On ways next to premises you own or rent;or (3) To any obligation to share damages with or repay someone else who must pay (3) Because of your operations; damages because of the injury. provided that: v. Asbestos (1) The accident takes place in the "coverage (1) "Personal and advertising injury" arising territory" and during the policy period; out of the "asbestos hazard". (2) The expenses are incurred and reported (2) Any damages, judgments, settlements, to us within three years of the date of the loss, costs or expenses that: accident; and (a) May be awarded or incurred by reason (3) The injured person submits to of any claim or suit alleging actual or examination, at our expense, by threatened injury or damage of any physicians of our choice as often as we nature or kind to persons or property reasonably require. which would not have occurred in b. We will make these payments regardless of whole or in part but for the "asbestos fault. These payments will not exceed the hazard"; applicable limit of insurance. We will pay (b)Arise out of any request, demand, reasonable expenses for: order or statutory or regulatory (1) First aid administered at the time of an requirement that any insured or others accident; test for, monitor, clean up, remove, (2) Necessary medical, surgical, X-ray and encapsulate, contain, treat, detoxify or dental services, including prosthetic neutralize or in any way respond to or devices; and assess the effects of an "asbestos (3) Necessary ambulance, hospital, hazard"; or professional nursing and funeral services. (c) Arise out of any claim or suit for 2. Exclusions damages because of testing for, monitoring, cleaning up, removing, We will not pay expenses for"bodily injury": encapsulating, containing, treating, a. Any Insured detoxifying or neutralizing or in any To any insured, except"volunteer workers". way responding to or assessing the effects of an"asbestos hazard". b. Hired Person w. Access Or Disclosure Of Confidential Or To a person hired to do work for or on behalf Personal Information of any insured ora tenant of any insured. "Personal and advertising injury" arising out of c. Injury On Normally Occupied Premises any access to or disclosure of any person's or To a person injured on that part of premises organization's confidential or personal you own or rent that the person normally information, including patents, trade secrets, occupies. processing methods, customer lists, financial d. Workers Compensation And Similar Laws information, credit card information, health information or any other type of nonpublic To a person, whether or not an "employee" of information. any insured, if benefits for the"bodily injury"are This exclusion applies even if damages are payable or must be provided under a workers' compensation or disability benefits law or a claimed for notification costs, credit similar law, monitoring expenses, forensic expenses, public relations expenses or any other loss, e. Athletics Activities cost or expense incurred by you or others To a person injured while practicing, arising out of any access to or disclosure of instructing or participating in any physical any person's or organization's confidential or exercises or games, sports, or athletic personal information. contests. HG 00 01 09 16 Page 9 of 21 f. Products-Completed Operations Hazard assumed by the insured in the same "insured Included within the "products-completed contract'; operations hazard". d. The allegations in the "suit" and the g. Coverage A Exclusions information we know about the "occurrence" Excluded under Coverage A. are such that no conflict appears to exist between the interests of the insured and the SUPPLEMENTARY PAYMENTS - COVERAGES interests of the indemnitee; A AND B e. The indemnitee and the insured ask us to 1. We will pay, with respect to any claim we conduct and control the defense of that investigate or settle, or any "suit" against an indemnitee against such "suit"and agree that insured we defend: we can assign the same counsel to defend a. All expenses we incur. the insured and the indemnitee; and b. Up to $1,000 for cost of bail bonds required f. The indemnitee: because of accidents or traffic law violations (1) Agrees in writing to: arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. (a) Cooperate with us in the investigation, We do not have to furnish these bonds. settlement or defense of the "suit"; c. The cost of appeal bonds or bonds to release (b) Immediately send us copies of any attachments, but only for bond amounts demands, notices, summonses or legal within the applicable limit of insurance.We do papers received in connection with the not have to furnish these bonds. "suit"; d. All reasonable expenses incurred by the (c) Notify any other insurer whose insured at our request to assist us in the coverage is available to the investigation or defense of the claim or"suit", indemnitee; and including actual loss of earnings up to$500 a (d)Cooperate with us with respect to day because of time off from work. coordinating other applicable e. All court costs taxed against the insured in insurance available to the indemnitee; the "suit". However, such costs do not and include attorneys' fees, attorneys' expenses, (2) Provides us with written authorization to: witness or expert fees, or any other expenses of a party taxed to the insured. (a) Obtain records and other information f. Prejudgment interest awarded against the related to the "suit"; and insured on that part of the judgment we pay. If (b)Conduct and control the defense of the we make an offer to pay the applicable limit of indemnitee in such "suit insurance, we will not pay any prejudgment So long as the above conditions are met, interest based on that period of time after the attorneys' fees incurred by us in the defense of offer. that indemnitee, necessary litigation expenses g. All interest on the full amount of any judgment incurred by us and necessary litigation expenses that accrues after entry of the judgment and incurred by the indemnitee at our request will be before we have paid, offered to pay, or paid as Supplementary Payments. deposited in court the part of the judgment Notwithstanding the provisions of Paragraph that is within the applicable limit of insurance. 2.b.(2) of Section I - Coverage A - Bodily Injury These payments will not reduce the limits of And Property Damage Liability, such payments insurance. will not be deemed to be damages for "bodily 2. If we defend an insured against a "suit" and an injury"and"property damage"and will not reduce indemnitee of the insured is also named as a the limits of insurance. party to the "suit", we will defend that indemnitee Our obligation to defend an insured's indemnitee if all of the following conditions are met: and to pay far attorneys' fees and necessary a. The "suit" against the indemnitee seeks litigation expenses as Supplementary Payments damages for which the insured has assumed ends when: the liability of the indemnitee in a contract or a. We have used up the applicable limit of agreement that is an "insured contract"; insurance in the payment of judgments or b. This insurance applies to such liability settlements; or assumed by the insured; b. The conditions set forth above, or the terms of c. The obligation to defend, or the cost of the the agreement described in Paragraph f. defense of, that indemnitee, has also been above, are no longer met. Page 10of21 HG00010916 SECTION II-WHO IS AN INSURED "volunteer worker" as a consequence 1. If you are designated in the Declarations as: of Paragraph(1)(a)above; a. An individual, you and your spouse are (c) For which there is any obligation to insureds, but only with respect to the conduct share damages with or repay someone of a business of which you are the sole else who must pay damages because owner. of the injury described in Paragraphs b. A partnership or joint venture, you are an (1)(a)or(1)(b) above; or insured. Your members, your partners, and (d)Arising out of his or her providing or their spouses are also insureds, but only with failing to provide professional health respect to the conduct of your business. care services. c. A limited liability company, you are an If you are not in the business of providing insured.Your members are also insureds, but professional health care services: only with respect to the conduct of your (a)Subparagraphs(1)(a), (1)(b) and (1)(c) business. Your managers are insureds, but above do not apply to any "employee" only with respect to their duties as your or"volunteer worker" providing first aid managers. services;and d. An organization other than a partnership,joint (b)Subparagraph (1)(d) above does not venture or limited liability company, you are apply to any nurse, emergency medical an insured. Your "executive officers" and technician or paramedic employed by directors are insureds, but only with respect to you to provide such services. their duties as your officers or directors. Your (2) "Property damage"to property: stockholders are also insureds, but only with (a) Owned, occupied or used by, respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are (b)Rented to, in the care, custody or also insureds, but only with respect to their control of, or over which physical duties as trustees. control is being exercised for any purpose by 2. Each of the following is also an insured: a. Employees And Volunteer Workers you, any of your "employees", "volunteer workers", any partner or member (if you Your "volunteer workers" only while are a partnership or joint venture), or any performing duties related to the conduct of member (if you are a limited liability your business, or your "employees", other company). than either your"executive officers"(if you are b. Real Estate Manager an organization other than a partnership, joint venture or limited liability company) or your Any person (other than your "employee" or managers (if you are a limited liability "volunteer worker"), or any organization while company), but only for acts within the scope acting as your real estate manager. of their employment by you or while c. Temporary Custodians Of Your Property performing duties related to the conduct of Any person or organization having proper your business. temporary custody of your property if you die, However, none of these "employees" or but only: "volunteer workers"are insureds for: (1) With respect to liability arising out of the (1) "Bodily injury"or"personal and advertising maintenance or use of that property;and injury": (2) Until your legal representative has been (a) To you,to your partners or members (if appointed. you are a partnership or joint venture), d. Legal Representative If You Die to your members (if you are a limited Your legal representative if you die, but only liability company), to a co-"employee" while in the course of his or her with respect to duties as such. That employment or performing duties representative will have all your rights and related to the conduct of your duties under this Coverage Part. business, or to your other "volunteer e. Unnamed Subsidiary workers" while performing duties Any subsidiary, and subsidiary thereof, of related to the conduct of your yours which is a legally incorporated entity of business; which you own a financial interest of more (b)To the spouse, child, parent, brother or than 50% of the voting stock on the effective sister of that co-"employee" or that date of the Coverage Part. HG 00 01 09 16 Page 11 of 21 The insurance afforded herein for any A person or organization is an additional insured subsidiary not named in this Coverage Part under this provision only for that period of time as a named insured does not apply to injury required by the contract or agreement. or damage with respect to which such insured However, no such person or organization is an is also a named insured under another policy insured under this provision if such person or or would be a named insured under such organization is included as an insured by an policy but for its termination or the exhaustion endorsement issued by us and made a part of of its limits of insurance. this Coverage Part. 3. Newly Acquired Or Formed Organization a. Vendors Any organization you newly acquire or form, Any person(s) or organization(s) (referred to other than a partnership, joint venture or limited below as vendor), but only with respect to liability company, and over which you maintain "bodily injury" or "property damage" arising financial interest of more than 50% of the voting out of"your products" which are distributed or stock, will qualify as a Named Insured if there is sold in the regular course of the vendor's no other similar insurance available to that business and only if this Coverage Part organization. However: provides coverage for "bodily injury" or a. Coverage under this provision is afforded only "property damage" included within the until the 180th day after you acquire or form "products-completed operations hazard". the organization or the end of the policy (1) The insurance afforded the vendor is period,whichever is earlier; subject to the following additional b. Coverage A does not apply to "bodily injury" exclusions: or "property damage" that occurred before This insurance does not apply to: you acquired or formed the organization; and (a)"Bodily injury"or"property damage"for c. Coverage B does not apply to "personal and which the vendor is obligated to pay advertising injury" arising out of an offense damages by reason of the assumption committed before you acquired or formed the of liability in a contract or agreement. organization. This exclusion does not apply to 4. Nonowned Watercraft liability for damages that the vendor With respect to watercraft you do not own that is would have in the absence of the less than 51 feet long and is not being used to contract or agreement; carry persons for a charge, any person is an (b)Any express warranty unauthorized by insured while operating such watercraft with your you; permission. Any other person or organization (c)Any physical or chemical change in the responsible for the conduct of such person is product made intentionally by the also an insured, but only with respect to liability vendor, arising out of the operation of the watercraft, and (d)Repackaging, except when unpacked only if no other insurance of any kind is available solely for the purpose of inspection, to that person or organization for this liability, demonstration, testing, or the However, no person or organization is an insured substitution of parts under instructions with respect to: from the manufacturer, and then a. "Bodily injury" to a co-"employee" of the repackaged in the original container; person operating the watercraft; or (e) Any failure to make such inspections, b. "Property damage" to property owned by, adjustments, tests or servicing as the rented to, in the charge of or occupied by you vendor has agreed to make or normally or the employer of any person who is an undertakes to make in the usual insured under this provision. course of business, in connection with 5. Additional Insureds When Required By the distribution or sale of the products; Written Contract, Written Agreement Or (f) Demonstration, installation, servicing Permit or repair operations, except such The following person(s) or organization(s) are an operations performed at the vendor's additional insured when you have agreed, in a premises in connection with the sale of written contract, written agreement or because of the product; a permit issued by a state or political subdivision, (g) Products which, after distribution or that such person or organization be added as an sale by you, have been labeled or additional insured on your policy, provided the relabeled or used as a container, part injury or damage occurs subsequent to the or ingredient of any other thing or execution of the contract or agreement. substance by or for the vendor; or Page 12 of 21 HG 00 01 09 16 (h)"Bodily injury" or "property damage" omissions of those acting on your behalf: arising out of the sole negligence of the (1) In connection with your premises; or vendor for its own acts or omissions or (2) In the performance of your ongoing those of its employees or anyone else operations performed by you or on your acting on its behalf. However, this behalf. exclusion does not apply to: (I) The exceptions contained in Sub- With respect to the insurance afforded these paragraphs(d)or(f); or additional insureds, the following additional exclusion applies: (II) Such inspections, adjustments, This insurance does not apply to "bodily tests or servicing as the vendor has injury", "property damage" or "personal and agreed to make or normally advertising injury" arising out of the rendering undertakes to make in the usual of or the failure to render any professional course of business, in connection services by or for you, including: with the distribution or sale of the products. 1. The preparing, approving, or failing to (2) This insurance does not apply to any prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, insured person or organization, from change orders or drawings and whom you have acquired such products, specifications; or or any ingredient, part or container, entering into, accompanying or containing 2. Supervisory, inspection, architectural or such products. engineering activities. b. Lessors Of Equipment This exclusion applies even if the claims (1) Any person(s) or organization(s) from against any insured allege negligence or other wrongdoing in the supervision, hiring, whom you lease equipment; but only with employment, training or monitoring of others respect to their liability for "bodily injury", "property damage" or "personal and by that insured, if the "occurrence" which caused the "bodily injury" or "property advertising injury" caused, in whole or in damage", or the offense which caused the part, by your maintenance, operation or "personal and advertising injury", involved the use of equipment leased to you by such rendering of or the failure to render any person(s) or organization(s). professional services by or for you. (2) With respect to the insurance afforded to e. Permits issued By State Or Political these additional insureds this insurance Subdivisions does not apply to any "occurrence" which takes place after the equipment lease Any state or political subdivision, but only with expires. respect to operations performed by you or on c. Lessors Of Land Or Premises your behalf for which the state or political subdivision has issued a permit. Any person or organization from whom you With respect to the insurance afforded these lease land or premises, but only with respect additional insureds, this insurance does not to liability arising out of the ownership, apply to: maintenance or use of that part of the land or premises leased to you. (1) "Bodily injury", "property damage" or With respect to the insurance afforded these personal and advertising injuryarising out of operations performed for the state additional insureds the following additional or municipality; or exclusions apply: This insurance does not apply to: (2) "Bodily injury" or property damage" included within the "products-completed 1. Any "occurrence" which takes place after operations hazard". you cease to lease that land; or f. Any Other Party 2. Structural alterations, new construction or Any other person or organization who is not demolition operations performed by or on an additional insured under Paragraphs a. behalf of such person or organization. through e. above, but only with respect to d. Architects, Engineers Or Surveyors liability for "bodily injury", "property damage" Any architect, engineer, or surveyor, but only or"personal and advertising injury"caused, in with respect to liability for "bodily injury", whole or in part, by your acts or omissions or "property damage" or "personal and the acts or omissions of those acting on your advertising injury"caused, in whole or in part, behalf: by your acts or omissions or the acts or (1) In the performance of your ongoing operations; HG 00 01 0916 Page 13 of 21 (2) In connection with your premises owned No person or organization is an insured with respect by or rented to you; or to the conduct of any current or past partnership, (3) In connection with "your work" and joint venture or limited liability company that is not included within the "products completed shown as a Named Insured in the Declarations. operations hazard", but only if SECTION III - LIMITS OF INSURANCE (a) The written contract or agreement 1. The Most We Will Pay requires you to provide such coverage The Limits of Insurance shown in the to such additional insured; and Declarations and the rules below fix the most we (b)This Coverage Part provides coverage will pay regardless of the number of: for"bodily injury" or "property damage" a. Insureds; included within the "products- completed operations hazard". b. Claims made or"suits" brought; or However: c. Persons or organizations making claims or bringing"suits". (1) The insurance afforded to such additional insured only applies to the extent 2. General Aggregate Limit permitted by law; and The General Aggregate Limit is the most we will (2) If coverage provided to the additional pay for the sum of: insured is required by a contract or a. Medical expenses under Coverage C; agreement,the insurance afforded to such b. Damages under Coverage A, except additional insured will not be broader than damages because of "bodily injury" or that which you are required by the contract "property damage" included in the "products- or agreement to provide for such completed operations hazard"; and additional insured. c. Damages under Coverage B. With respect to the insurance afforded to 3. Products-Completed Operations Aggregate these additional insureds, this insurance does Limit not apply to: "Bodily injury , property damage" or The Products-Completed Operations Aggregate "personal and advertising injury"arising out of Limit is the most we will pay under Coverage A the rendering of, or the failure to render, any for damages because of "bodily injury" and professional architectural, engineering or "property damage" included in the "products- surveying services, including: completed operations hazard". (1) The preparing, approving, or failing to 4. Personal And Advertising Injury Limit prepare or approve, maps, shop drawings, Subject to 2. above, the Personal and opinions, reports, surveys, field orders, Advertising Injury Limit is the most we will pay change orders or drawings and under Coverage B for the sum of all damages specifications; or because of all "personal and advertising injury" (2) Supervisory, inspection, architectural or sustained by any one person or organization. engineering activities. 5. Each Occurrence Limit This exclusion applies even if the claims Subject to 2. or 3. above, whichever applies, the against any insured allege negligence or Each Occurrence Limit is the most we will pay for other wrongdoing in the supervision, hiring, the sum of: employment, training or monitoring of others a. Damages under Coverage A;and by that insured, if the "occurrence" which b. Medical expenses under Coverage C caused the "bodily injury" or "property damage", or the offense which caused the because of all "bodily injury" and "property "personal and advertising injury", involved the damage"arising out of any one"occurrence". rendering of or the failure to render any 6. Damage To Premises Rented To You Limit professional services by or for you. Subject to 5. above, the Damage To Premises The limits of insurance that apply to additional Rented To You Limit is the most we will pay insureds is described in Section III - Limits Of under Coverage A for damages because of Insurance. "property damage" to any one premises, while How this insurance applies when other insurance rented to you, or in the case of damage by fire, is available to the additional insured is described lightning or explosion, while rented to you or in the Other Insurance Condition in Section Iv - temporarily occupied by you with permission of Commercial General Liability Conditions. the owner. Page 14 of 21 HG 00 01 09 16 In the case of damage by fire, lightning or b. Notice Of Claim explosion, the Damage to Premises Rented To If a claim is made or"suit" is brought against You Limit applies to all damage proximately any insured, you or any additional insured caused by the same event, whether such must: damage results from fire, lightning or explosion or any combination of these. (1) Immediately record the specifics of the claim or"suit"and the date received; and 7. Medical Expense Limit (2) Notify us as soon as practicable. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all You or any additional insured must see to it medical expenses because of "bodily injury" that we receive written notice of the claim or sustained by any one person. "suit"as soon as practicable. 8. How Limits Apply To Additional Insureds c. Assistance And Cooperation Of The Insured If you have agreed in a written contract or written agreement that another person or organization You and any other involved insured must: be added as an additional insured on your policy, (1) Immediately send us copies of any the most we will pay on behalf of such additional demands, notices, summonses or legal insured is the lesser of: papers received in connection with the a. The limits of insurance specified in the written claim or"suit"; contract or written agreement; or (2) Authorize us to obtain records and other b. The Limits of Insurance shown in the information; Declarations. (3) Cooperate with us in the investigation or Such amount shall be a part of and not in settlement of the claim or defense against addition to Limits of Insurance shown in the the "suit";and Declarations and described in this Section. (4) Assist us, upon our request, in the The Limits of Insurance of this Coverage Part apply enforcement of any right against any person separately to each consecutive annual period and to or organization which may be liable to the any remaining period of less than 12 months, insured because of injury or damage to starting with the beginning of the policy period which this insurance may also apply. shown in the Declarations, unless the policy period d. Obligations At The Insureds Own Cost is extended after issuance for an additional period of No insured will, except at that insured's own less than 12 months. In that case, the additional cost, voluntarily make a payment, assume period will be deemed part of the last preceding any obligation, or incur any expense, other period for purposes of determining the Limits of than for first aid, without our consent. Insurance. e. Additional Insureds Other Insurance SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS If we cover a claim or "suit" under this 1. Bankruptcy Coverage Part that may also be covered by other insurance available to an additional Bankruptcy or insolvency of the insured or of the insured, such additional insured must submit insured's estate will not relieve us of our such claim or "suit" to the other insurer for obligations under this Coverage Part. defense and indemnity. 2. Duties In The Event Of Occurrence, Offense, However, this provision does not apply to the Claim Or Suit extent that you have agreed in a written a. Notice Of Occurrence Or Offense contract or written agreement that this You or any additional insured must see to it insurance is primary and non-contributory that we are notified as soon as practicable of with the additional insured's own insurance. an "occurrence" or an offense which may f. Knowledge Of An Occurrence, Offense, result in a claim. To the extent possible, Claim Or Suit notice should include: Paragraphs a. and b. apply to you or to any (1) How, when and where the "occurrence"or additional insured only when such offense took place; "occurrence", offense, claim or"suit" is known (2) The names and addresses of any injured to: persons and witnesses; and (1) You or any additional insured that is an (3) The nature and location of any injury or individual; damage arising out of the "occurrence" or (2) Any partner, if you or the additional offense. insured is a partnership; HG 00 01 09 16 Page 15 of 21 (3) Any manager, if you or the additional (3) Tenant Liability insured is a limited liability company; That is insurance purchased by you to (4) Any "executive officer" or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage" to premises rented to a corporation; you or temporarily occupied by you with (5) Any trustee, if you or the additional permission of the owner, insured is a trust; or (4) Aircraft,Auto Or Watercraft (6) Any elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g. of This duty applies separately to you and any Section I - Coverage A- Bodily Injury And additional insured. Property Damage Liability; 3. Legal Action Against Us (5) Property Damage To Borrowed No person or organization has a right under this Equipment Or Use Of Elevators Coverage Part: If the loss arises out of"property damage" to borrowed equipment or the use of a. To join us as a party or otherwise bring us elevators to the extent not subject to into a "suit" asking for damages from an Exclusion j. of Section I - Coverage A - insured;or Bodily Injury And Property Damage b. To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with. (6) When You Are Added As An Additional A person or organization may sue us to recover insured To Other Insurance on an agreed settlement or on a final judgment Any other insurance available to you against an insured; but we will not be liable for covering liability for damages arising out damages that are not payable under the terms of of the premises or operations, or products this Coverage Part or that are in excess of the and completed operations, for which you applicable limit of insurance. An agreed have been added as an additional insured settlement means a settlement and release of by that insurance; or liability signed by us, the insured and the claimant or the claimant's legal representative. (7) When You Add Others As An Additional Insured To This Insurance 4. Other insurance Any other insurance available to an If other valid and collectible insurance is additional insured. available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our However, the following provisions apply to obligations are limited as follows: other insurance available to any person or a. PrimaryInsurance organization who is an additional insured under this coverage part. This insurance is primary except when b. (a) Primary Insurance When Required below applies. If other insurance is also By Contract primary, we will share with all that other insurance by the method described in c. This insurance is primary if you have below. agreed in a written contract or written b. Excess Insurance agreement that this insurance be primary. If other insurance is also This insurance is excess over any of the other primary, we will share with all that insurance, whether primary, excess, other insurance by the method contingent or on any other basis: described in c. below. (1) Your Work (b)Primary And Non-Contributory To That is Fire, Extended Coverage, Builder's Other Insurance When Required By Risk, Installation Risk or similar coverage Contract for"your work"; If you have agreed in a written (2) Premises Rented To You contract, written agreement, or permit that this insurance is primary and non- That is fire, lightning or explosion contributory with the additional insurance for premises rented to you or temporarily occupied by you with insured's own insurance,this insurance is primary and we will not seek permission of the owner; contribution from that other insurance. Page 16 of 21 HG 00 01 09 16 Paragraphs (a) and (b) do not apply to computation, and send us copies at such other insurance to which the additional times as we may request. insured has been added as an additional 6. Representations insured. a. When You Accept This Policy When this insurance is excess, we will have By accepting this policy, you agree: no duty under Coverages A or B to defend the insured against any "suit" if any other (1) The statements in the Declarations are insurer has a duty to defend the insured accurate and complete; against that"suit". If no other insurer defends, (2) Those statements are based upon we will undertake to do so, but we will be representations you made to us; and entitled to the insured's rights against all (3) We have issued this policy in reliance those other insurers. upon your representations. When this insurance is excess over other b. Unintentional Failure To Disclose Hazards insurance, we will pay only our share of the amount of the loss, if any, that exceeds the If unintentionally you should fail to disclose all sum of: hazards relating to the conduct of your (1) The total amount that all such other business that exist at the inception date of insurance would pay for the loss in the this Coverage Part, we shall not deny absence of this insurance; and coverage under this Coverage Part because (2) The total of all deductible and self-insured of such failure. amounts under all that other insurance. 7. Separation Of Insureds We will share the remaining loss, if any, with Except with respect to the Limits of Insurance, any other insurance that is not described in and any rights or duties specifically assigned in this Excess Insurance provision and was not this Coverage Part to the first Named Insured, bought specifically to apply in excess of the this insurance applies: Limits of Insurance shown in the Declarations a. As if each Named Insured were the only of this Coverage Part. Named Insured; and c. Method Of Sharing b. Separately to each insured against whom If all of the other insurance permits claim is made or"suit"is brought. contribution by equal shares, we will follow 8. Transfer Of Rights Of Recovery Against this method also. Under this approach each Others To Us insurer contributes equal amounts until it has paid its applicable limit of insurance or none a. Transfer Of Rights Of Recovery of the loss remains, whichever comes first. If the insured has rights to recover all or part If any of the other insurance does not permit of any payment, including Supplementary contribution by equal shares, we will Payments, we have made under this contribute by limits. Under this method, each Coverage Part, those rights are transferred to insurer's share is based on the ratio of its us. The insured must do nothing after loss to applicable limit of insurance to the total impair them. At our request, the insured will applicable limits of insurance of all insurers. bring "suit" or transfer those rights to us and 5. Premium Audit help us enforce them. a. We will compute all premiums for this b. Waiver Of Rights Of Recovery (Waiver Of Coverage Part in accordance with our rules Subrogation) and rates. If the insured has waived any rights of b. Premium shown in this Coverage Part as recovery against any person or organization advance premium is a deposit premium only. for all or part of any payment, including At the close of each audit period we will Supplementary Payments, we have made compute the earned premium for that period under this Coverage Part, we also waive that and send notice to the first Named Insured. right, provided the insured waived their rights The due date for audit and retrospective of recovery against such person or premiums is the date shown as the due date organization in a contract, agreement or on the bill. If the sum of the advance and permit that was executed prior to the injury or audit premiums paid for the policy period is damage. greater than the earned premium, we will 9. When We Do Not Renew return the excess to the first Named Insured. If we decide not to renew this Coverage Part, we c. The first Named Insured must keep records of will mail or deliver to the first Named Insured the information we need for premium shown in the Declarations written notice of the HG 00 01 09 16 Page 17 of 21 nonrenewal not less than 30 days before the c. All other parts of the world if the injury or expiration date. damage arises out of: If notice is mailed, proof of mailing will be (1) Goods or products made or sold by you in sufficient proof of notice. the territory described in a. above; SECTION V -DEFINITIONS (2) The activities of a person whose home is 1. "Advertisement" means the widespread public in the territory described in a. above, but is dissemination of information or images that has away for a short time on your business; or the purpose of inducing the sale of goods, (3) "Personal and advertising injury" offenses products or services through: that take place through the Internet or a. (1)Radio; similar electronic means of communication (2) Television; provided the insured's responsibility to pay damages is determined in the United States of (3) Billboard; America (including its territories and possessions), (4) Magazine; Puerto Rico or Canada, in a "suit" on the merits (5) Newspaper; or according to the substantive law in such territory or b. Any other publication that is given widespread in a settlement we agree to. public distribution. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary However, "advertisement"does not include: worker". a. The design, printed material, information or 8. "Employment-Related Practices" means: images contained in, on or upon the packaging or labeling of any goods or a. Refusal to employ that person; products; or b. Termination of that person's employment; or b. An interactive conversation between or c. Employment-related practices, policies, acts among persons through a computer network. or omissions, such as coercion, demotion, 2. "Advertising idea" means any idea for an evaluation, reassignment, discipline, "advertisement". defamation, harassment, humiliation, discrimination or malicious prosecution 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged directed at that person. properties of asbestos and includes the mere 9. "Executive officer" means a person holding any presence of asbestos in any form. of the officer positions created by your charter, 4. "Auto" means: constitution, by-laws or any other similar governing document. a. A land motor vehicle, trailer or semitrailer 10."Hostile fire" means one which becomes designed for travel on public roads, including uncontrollable or breaks out from where it was any attached machinery or equipment;or intended to be. b. Any other land vehicle that is subject to a 11."Impaired property" means tangible property, compulsory or financial responsibility law or other than "your product" or "your work", that other motor vehicle insurance law where it is cannot be used or is less useful because: licensed or principally garaged. However, "auto" does not include "mobile a. It incorporates "your product" or "your work" that is known or thought to be defective, equipment". deficient, inadequate or dangerous; or 5. "Bodily Injury"means physical: b. You have failed to fulfill the terms of a a. Injury; contract or agreement; b. Sickness; or if such property can be restored to use by the c. Disease repair, replacement, adjustment or removal of sustained by a person and, if arising out of the "your product" or "your work", or your fulfilling the above, mental anguish or death at any time. terms of the contract or agreement. 6. "Coverage territory" means: 12."Insured contract"means: a. The United States of America (including its a. A contract for a lease of premises. However, territories and possessions), Puerto Rico and that portion of the contract for a lease of Canada; premises that indemnifies any person or b. International waters or airspace, but only if organization for damage by fire, lightning or the injury or damage occurs in the course of explosion to premises while rented to you or travel or transportation between any places temporarily occupied by you with permission included in a.above; or of the owner is subject to the Damage to Page 18 of 21 HG 00 01 09 16 Premises Rented To You Limit described in 14."Loading or unloading" means the handling of Section III-Limits of Insurance; property: b. A sidetrack agreement; a. After it is moved from the place where it is c. Any easement or license agreement, accepted for movement into or onto an including an easement or license agreement aircraft,watercraft or"auto"; in connection with construction or demolition b. While it is in or on an aircraft, watercraft or operations on or within 50 feet of a railroad; "auto"; or d. An obligation, as required by ordinance, to c. While it is being moved from an aircraft, indemnify a municipality, except in connection watercraft or "auto" to the place where it is with work for a municipality; finally delivered; e. An elevator maintenance agreement; but "loading or unloading" does not include the f. That part of any other contract or agreement movement of property by means of a mechanical pertaining to your business (including an device, other than a hand truck, that is not indemnification of a municipality in connection attached to the aircraft, watercraft or"auto". with work performed for a municipality) under 15."Mobile equipment" means any of the following which you assume the tort liability of another types of land vehicles, including any attached party to pay for "bodily injury" or "property machinery or equipment: damage" to a third person or organization, provided the "bodily injury" or "property a. Bulldozers, farm machinery,forklifts and other damage" is caused, in whole or in part, by vehicles designed for use principally off public you or by those acting on your behalf. Tort roads; liability means a liability that would be b. Vehicles maintained for use solely on or next imposed by law in the absence of any to premises you own or rent; contract or agreement. c. Vehicles that travel on crawler treads; Paragraph f. includes that part of any contract d. Vehicles, whether self-propelled or not, or agreement that indemnifies a railroad for maintained primarily to provide mobility to "bodily injury" or "property damage" arising permanently mounted: out of construction or demolition operations, within 50 feet of any railroad property and (1) Power cranes, shovels, loaders, diggers or affecting any railroad bridge or trestle, tracks, drills; or road-beds,tunnel, underpass or crossing. (2) Road construction or resurfacing However, Paragraph f. does not include that equipment such as graders, scrapers or part of any contract or agreement: rollers; (1) That indemnifies an architect, engineer or e. Vehicles not described in a., b.,c. or d. above surveyor for injury or damage arising out of: that are not self-propelled and are maintained (a) Preparing, approving, or failing to primarily to provide mobility to permanently prepare or approve, maps, shop attached equipment of the following types: drawings, opinions, reports, surveys, (1) Air compressors, pumps and generators, field orders, change orders or drawings including spraying, welding, building and specifications; or cleaning, geophysical exploration, lighting (b)Giving directions or instructions, or and well servicing equipment; or failing to give them, if that is the (2) Cherry pickers and similar devices used to primary cause of the injury or damage; raise or lower workers; or f. Vehicles not described in a, b.,c. or d. above (2) Under which the insured, if an architect, maintained primarily for purposes other than engineer or surveyor, assumes liability for the transportation of persons or cargo. an injury or damage arising out of the However, self-propelled vehicles with the insured's rendering or failure to render following types of permanently attached professional services, including those listed equipment are not "mobile equipment" but will in (1) above and supervisory, inspection, be considered"autos": architectural or engineering activities. 13."Leased worker" means a person leased to you (1) Equipment designed primarily for: by a labor leasing firm under an agreement (a) Snow removal; between you and the labor leasing firm, to (b)Road maintenance, but not perform duties related to the conduct of your construction or resurfacing; or business. "Leased worker" does not include a (c) Street cleaning; "temporary worker". HG 00 01 09 16 Page 19 of 21 (2) Cherry pickers and similar devices (2) Work that has not yet been completed or mounted on automobile or truck chassis abandoned. However, "your work" will be and used to raise or lower workers;and deemed completed at the earliest of the (3) Air compressors, pumps and generators, following times: including spraying, welding, building (a)When all of the work called for in your cleaning, geophysical exploration, lighting contract has been completed. and well servicing equipment. (b)When all of the work to be done at the However, "mobile equipment" does not include job site has been completed if your any land vehicle that is subject to a compulsory contract calls for work at more than or financial responsibility law or other motor one job site. vehicle insurance law where it is licensed or (c)When that part of the work done at a principally garaged. Land vehicles subject to a job site has been put to its intended compulsory or financial responsibility law or other use by any person or organization motor vehicle insurance law are considered other than another contractor or "autos". subcontractor working on the same 16."Occurrence" means an accident, including project. continuous or repeated exposure to substantially Work that may need service, the same general harmful conditions. maintenance, correction, repair or 17."Personal and advertising injury" means replacement, but which is otherwise injury, including consequential "bodily injury", complete, will be treated as completed. arising out of one or more of the following b. Does not include "bodily injury" or "property offenses: damage"arising out of: a. False arrest, detention or imprisonment; (1) The transportation of property, unless the b. Malicious prosecution; injury or damage arises out of a condition c. The wrongful eviction from, wrongful entry in or on a vehicle not owned or operated into, or invasion of the right of private by you, and that condition was created by occupancy of a room, dwelling or premises the "loading or unloading" of that vehicle that a person or organization occupies, by any insured; committed by or on behalf of its owner, (2) The existence of tools, uninstalled landlord or lessor; equipment or abandoned or unused d. Oral, written or electronic publication, in any materials; or manner, of material that slanders or libels a (3) Products or operations for which the person or organization or disparages a classification, listed in the Declarations or person's or organization's goods, products or in a policy Schedule, states that products- services; completed operations are subject to the e. Oral, written or electronic publication, in any General Aggregate Limit. manner, of material that violates a person's 20."Property damage" means: right of privacy a. Physical injury to tangible property, including f. Copying, in your "advertisement", a person's all resulting loss of use of that property. All or organization's "advertising idea" or style of such loss of use shall be deemed to occur at "advertisement"; or the time of the physical injury that caused it; g. Infringement of copyright, slogan, or title of or any literary or artistic work, in your b. Loss of use of tangible property that is not "advertisement". physically injured. All such loss of use shall 18."Pollutants" mean any solid, liquid, gaseous or be deemed to occur at the time of the thermal irritant or contaminant, including smoke, "occurrence"that caused it. vapor, soot, fumes, acids, alkalis, chemicals and As used in this definition, computerized or waste. Waste includes materials to be recycled, electronically stored data, programs or software reconditioned or reclaimed. are not tangible property. Electronic data means 19."Products-completed operations hazard": information,facts or programs: a. Includes all "bodily injury" and "property a. Stored as or on; damage" occurring away from premises you b. Created or used on; or own or rent and arising out of "your product" or"your work"except: c. Transmitted to or from; (1) Products that are still in your physical computer software, including systems and possession; or applications software, hard or floppy disks, CD- Page 20 of 21 HG 00 01 09 16 ROMS, tapes, drives, cells, data processing 25. "Your work": devices or any other media which are used with a. Means: electronically controlled equipment. (1) Work or operations performed by you or 21."Suit" means a civil proceeding in which on your behalf; and damages because of "bodily injury", "property damage" or "personal and advertising injury" to (2) Materials, parts or equipment furnished in which this insurance applies are alleged. "Suit" connection with such work or operations. includes: b. Includes a. An arbitration proceeding in which such (1) Warranties or representations made at damages are claimed and to which the any time with respect to the fitness, insured must submit or does submit with our quality, durability, performance or use of consent; or "your work", and b. Any other alternative dispute resolution (2) The providing of or failure to provide proceeding in which such damages are warnings or instructions. claimed and to which the insured submits with our consent. 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker" means a person who a. Is not your"employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24."Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. HG 00 01 09 16 Page 21 of 21 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form,the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1. -WHO IS AN INSURED - of partnership or joint venture, formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an "insured" under any other automobile (1) The agreement requires you to policy or would be an "insured" under provide direct primary insurance for such a policy but for its termination or the lessor and the exhaustion of its Limit of Insurance. (2) The"auto" is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.1. WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add: (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or"property damage"that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the ownership, maintenance or use of a B. Employees as Insureds covered"auto." Paragraph A.1. -WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: ©2011, The Hartford(Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 1 of 5 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also primary, we will share with all that other If you have agreed in a written contract insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this insurance is primary and we will not (b) The Limits of Insurance shown in seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs(3)and (4)do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. (3) Additional Insureds Other Insurance When this insurance is excess, we will have no duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss If you have agreed in a written contract We will share the remaining loss, if any, by the method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an"auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. ©2011, The Hartford(Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 2 of 5 If an "employee's" personal insurance also 5. PHYSICAL DAMAGE - ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph A.4.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOAN/LEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the"outstanding balance"of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of "loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges; excess wear and tear charges; Coverages provided are extended to"autos"you lease termination fees; security deposits not hire or borrow, subject to the following limit, returned by the lessor; costs for extended warranties, credit life Insurance, health, accident The most we will pay for "loss" to any hired or disability insurance purchased with the loan or "auto" is: lease; and carry-over balances from previous (1) $100,000; loans or leases. (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the"loss"; or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE,the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage. No deductible applies to"loss"caused 8. ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs B.4 - and excess provisions, we will provide coverage EXCLUSIONS of SECTION III PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered "auto"you own. fol lowing: We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of"loss", "accident". is: This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered"auto"; "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1)and (2)above; or ©2011, The Hartford(Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 3 of 5 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered"auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system. the same"accident", the following applies: b.Section III — Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for"loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT, CLAIM,SUIT OR LOSS equipment (other than equipment designed solely for the reproduction of sound, and The requirement in LOSS CONDITIONS 2.a. - accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT,CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of time of"loss", is: an "accident"applies only when the "accident"is known to: (1) Permanently installed in or upon (1) You, if you are an individual; the covered "auto" in a housing, opening or other location that is not (2) A partner, if you are a partnership; normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company; or such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment; or (3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO -COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A -COVERAGE -of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for auto' to you. "bodily injury" or "property damage" is determined in a"suit,"the "suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D.-DEDUCTIBLE-of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: ©2011, The Hartford(Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 4 of 5 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss" is$10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric CONDITIONS - CANCELLATION - applies motors to move the auto, or the internal combustion engine to charge one or more except as follows: electric motors, which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto"for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this Coverage Form, then such Physical Damage 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverages are amended to add the following: VEHICLE PAYMENT COVERAGE In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid" auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto" at the Loss, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a,If the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid" auto's not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," ©2011, The Hartford(Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 5 of 5 POLICY NUMBER: 46 WA 1A0853 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ON FILE Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 ©Insurance Services Office, Inc., 2008 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX 1. Alienated Premises Coverage 1 2. Damage To Your Work 1 3 Contractors Limited Professional Liability 1 4. Per Project and Per Location General Aggregate Limits Of Insurance 2 5. Medical Payments Coverage- Including Products -Completed Operations 3 6. Injury To Employee's Reputation With Respect To Incidental Medical Malpractice 3 7. Bodily Injury Employee Suits 3 8. Consolidated Insurance (Wrap-Up) Program 3 9. Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability 4 10. Supplementary Payments 5 11. Two Or More Coverage Parts Or Policies Issued By Us 5 12. Notice of Cancellation to Certificate Holders 5 13. Contractual Liability Coverage For Personal And Advertising Injury 6 14. Insured Contract Definition 6 1. ALIENATED PREMISES COVERAGE This provision does not apply if exclusion I. Exclusion j. Damage To Property of Section I - Damage To Your Work has been otherwise Coverage A is amended as follows: modified by endorsement. a. The following exception to the exclusion is 3. CONTRACTORS LIMITED PROFESSIONAL deleted: LIABILITY Paragraph (2) of this exclusion does not apply The following exclusion is added to Paragraph 2., if the premises are "your work" and were Exclusions of Section I - Coverage A - Bodily never occupied, rented or held for rental by Injury And Property Damage Liability, and to you. Paragraph 2., Exclusions of Section I - b. This exception is replaced by the following: Coverage B - Personal And Advertising Injury Liability: Paragraph (2) of this exclusion does not apply if the premises are "your work". This insurance does not apply to "bodily injury", 2. DAMAGE TO YOUR WORK "property damage" or "personal and advertising injury" arising out of the rendering of or failure to Exclusion I. Damage To Your Work of Section I- render any professional services by you with Coverage A is replaced by the following: respect to your providing engineering, I. Damage to Your Work architectural or surveying services in your "Property damage" to that particular part of capacity as an engineer, architect or surveyor. "your work" that must be restored, repaired or Professional services include: replaced because "your work" was incorrectly (1) The preparing, approving, or failing to prepare performed and included in the "products- or approve, maps, shop drawings, opinions, completed operations hazard". reports, surveys, field orders, change orders, This exclusion does not apply if the damaged or drawings and specifications; and work or the work performed incorrectly was (2) Supervisory or inspection activities performed performed on your behalf by a subcontractor. as a part of any related architectural or engineering activities. Form HS 24 50 03 17 Page 1 of 6 ©2017,The Hartford This exclusion applies even if the claims against expenses under Coverage C regardless any insured allege negligence or other of the number of; wrongdoing in the supervision, hiring, a. Insureds; employment, training or monitoring of others by b. Claims made or"suits" brought;or that insured, if the "occurrence which caused the "bodily injury" or "property damage", or the c. Persons or organizations making offense which caused the "personal and claims or bringing "suits". advertising injury", involved the rendering of or 3. Any payments made under Coverage A failure to render any professional services by you for damages or under Coverage C for with respect to your providing engineering, medical expenses shall reduce the Per architectural or surveying services in your Project General Aggregate Limit for that capacity as an engineer, architect or surveyor. "project" or the Per Location General This exclusion does not apply to your operations Aggregate for that "location", whichever in connection with construction work performed by applies. Such payments shall not reduce you or on your behalf. the General Aggregate Limit shown in the Declarations, the Per Project General However, this exception to the exclusion will not Aggregate Limit for any other "project", or apply if you are in the business or profession of the Per Location General Aggregate Limit providing the professional services described above independent from the construction work for any other"location". performed by you or on your behalf. 4. The limits shown in the Declarations for In the event this insurance applies to any injury, Each Occurrence, Damage To Premises damage, loss, cost or expense covered by Rented To You and Medical Expense continue to apply. However, instead of Professional Liability insurance issued by a company unaffiliated with us, then the insurance Limitng subject intthe Declarations,eceral Aggregate afforded under this Coverage Part is excess over Limit shown the pplica such such other valid and collectible Professional limits will be subject to the applicable Per Liability insurance (including any deductible or Project General Aggregate Limit if t self-insured retention portion thereof), and any attributable only to ongoing Peroeerations n other valid and collectible insurance available to a singlee "project" or the Location the insured whether primary, excess, contingent General Aggregate if attributable only to n any other basis. ongoing operations at a single "location". or4. PER PROJECT AND PER LOCATION B. For all sums which the insured becomes GENERAL AGGREGATE LIMITS OF legally obligated to pay as damages caused INSURANCE by "occurrences" under Section I - Coverage A and for all medical expenses caused by A. For all sums which the insured becomes accidents under Section I - Coverage C , legally obligated to pay as damages caused which cannot be attributed only to ongoing by"occurrences" under Section I - Coverage operations at a single "project" or a single A, and for all medical expenses caused by "location"; accidents under Section I - Coverage C, 1. Any payments made under Coverage A which can be attributed only to ongoing for damages or under Coverage C for operations at a single "project" or a single medical expenses shall reduce the "location"; amount available under the General 1. A separate Per Project General Aggregate Limit or the Products- Aggregate Limit or a separate Per Completed Operations Aggregate Limit, Location General Aggregate Limit applies whichever is applicable; and to each "project" or "location", whichever 2. Such payments shall not reduce any Per is applicable. The Per Project General Project General Aggregate Limit or any Aggregate Limit and Per Location Per Location General Aggregate Limit. Aggregate Limit is equal to the amount of the General Aggregate Limit shown in the C. When coverage for liability arising out of the Declarations. "products-completed operations hazard" is provided,any payments for damages because 2. The Per Project General Aggregate Limit of "bodily injury" or "property damage" or the Per Location General Aggregate included in the "products-completed Limit, whichever applies, is the most we Products- will pay for the sum of all damages under operations hazard" will reduce the Coverage A. except damages because of Completed Operations Aggregate Limit, and "bodily injury" or "property damage" not reduce the General Aggregate Limit,or included in the "products-completed any Per Project General Aggregate Limit or any Per Location General Aggregate Limit. operations hazard", and for medical Page 2 of 6 Form HS 24 50 03 17 D. The provisions of Section III - Limits Of (3) The injured person submits to Insurance not otherwise modified by this examination, at our expense, by endorsement shall continue to apply as physicians of our choice as often as stipulated. we reasonably require. E. For the purposes of Paragraph 4, the 6. INJURY TO EMPLOYEE'S REPUTATION WITH following definitions apply: RESPECT TO INCIDENTAL MEDICAL "Project" means a premises an insured does MALPRACTICE not own or rent and where such insured A. The following is added to paragraph 1.e. of performs construction-related operations. the Insuring Agreement- Coverage A: Each "project" involving the same or (3) With respect to incidental medical connecting lots, or premises whose malpractice, "bodily injury" includes connection is separated by a street, roadway, damages claimed for injury to emotions or waterway or right-of-wayrailroad shall be reputation of an "employee" arising out of considered a single "project". If a "project" has the rendering or failure to render been abandoned and then restarted, or if the professional health care services as a authorized contracting parties deviate from physician, dentist, nurse, emergency plans, blueprints, designs, specifications or medical technician or paramedic services. timetables, the "project" shall be considered a single "project". "Project" does not include a B. The following exclusion is added to Coverage premises that is a"location". B- Personal and Advertising Injury: "Location" means a premises an insured owns "Personal and advertising injury arising out of or rents and where such insured performs the rendering or failure to render professional business operations other than construction- health care services as a physician, dentist, related operations. Each "location" involving nurse, emergency medical technician or the same or connecting lots, or premises paramedic. whose connection is separated by a street, 7. BODILY INJURY EMPLOYEE SUITS roadway, waterway or right-of-way railroad A. "Bodily injury" as listed in paragraph 2.a.(1) of shall be considered a single "location." Section II - Who Is An Insured, does not "Location" does not include a premises that is apply to 2.a.(1)(a)through 2.a.(1)(c). a"project". B. Part a. of Paragraph 4. Nonowned This provision does not apply if the Per Project and Watercraft in Section II -Who Is An Insured the Per Location General Aggregate Limit has been does not apply. otherwise modified by endorsement. 8. CONSOLIDATED INSURANCE (WRAP-UP) 5. MEDICAL PAYMENTS COVERAGE - INCLUDING PROGRAMS PRODUCTS-COMPLETED OPERATIONS The following exclusion is added to Section I Paragraph 1.a. of the Insuring Agreement - Coverage A: Coverage C is replaced by the following: This insurance does not apply to any "bodily injury" 1. Insuring Agreement or "property damage" arising out of any "wrap a. We will pay medical expenses as project or premises" where an insured under this below for "bodily injury" caused policy is also an insured under a commercial general by described accident: liability (CGL) policy included within a "consolidated insurance (wrap-up) program." This exclusion (1) On premises you own or rent; applies even if the limits of insurance for such (2) On ways next to premises you own or "consolidated insurance (wrap-up) program" are rent; exhausted or not collected for any reason, including (3) Because of your operations; or bankruptcy or insolvency of the insurer providing coverage for the "consolidated insurance (wrap-up) (4) Included within the definition of the program". This exclusion also applies if the CGL "products-completed operations coverage afforded under the "consolidated hazard;" insurance (wrap-up) program" is narrower in scope provided that: than the coverage provided by this policy. (1) The accident takes place in the This exclusion does not apply to: "coverage territory" and during the A. Products-Completed Operations Hazard policy period; Exception (2) The expenses are incurred and "Bodily injury" or "property damage" arising reported to us within three years of out of an insured's operations at or in the date of the accident;and connection with a "wrap project or premises" Form HS 24 50 03 17 Page 3 of 6 when such "bodily injury" or "property inspection performed by an insured at or in damage" commences after the "products- connection with a "wrap project or premises", in completed operations hazard" coverage or order to replace or repair an insured's completed any completed operations extension coverage work. provided by the applicable "consolidated "Punch list work" means work performed by an insurance (wrap-up) program" has ended or is insured at or in connection with a "wrap project or no longer in effect. premises" in order to complete the work called for B. Excluded Operations Exception in an insured's contract for the "wrap project or "Bodily injury" or "property damage" arising premises". out of an insured's operations at or in 9. ACCESS OR DISCLOSURE OF CONFIDENTIAL connection with a "wrap project or premises" OR PERSONAL INFORMATION AND DATA- to the extent the applicable "consolidated RELATED LIABILITY insurance (wrap-up) program" does not apply A. Exclusion p. of Section I - Coverage A - to those operations. Bodily Injury And Property Damage Liability C. Off-Site Location Exception is replaced by the following: "Bodily injury" or "property damage" resulting p. Access Or Disclosure Of Confidential from an insured's operations at or in Or Personal Information And Data- connection with a "wrap project or premises" Related Liability at a location to which the applicable "consolidated insurance (wrap-up) program" Damages arising out of: does not apply. (1) Any access to or disclosure of any D. Repair Work And Punch List Work person's or organization's confidential Exception or personal information, including "Bodily injury" or "property damage" resulting patents, trade secrets, processing methods, customer lists, financial from "repair work" or "punch list work" at a "wrap project or premises" but only when the information, credit card information, applicable "consolidated insurance (wrap-up) health information information; oany other type of program" does not apply or no longer applies nonpublic or to such "repair work"or"punch list work". (2) the loss of, loss of use of, damage to, This exception does not apply to the cost of corruption of, inability to access, or performing such "repair work" or "punch list inability to manipulate "electronic work", or to the "repair work" or "punch list data" that does not result from work"itself. physical injury to tangible property. E. Additional Insured Extension This exclusion applies even if damages are claimed for notification costs, credit "Bodily injury" or "property damage" for which you are solely an additional insured under the monitoring expenses, forensic expenses, public relations expenses or any other "consolidated insurance (wrap-up) program". loss, cost or expense incurred by you or The coverage provided under Paragraphs 8.A others arising out of that which is through 8.E. above is subject to all terms, described in Paragraph (1) or(2) above. conditions and exclusions of this policy. However, unless Paragraph (1) above For purposes of Paragraph 8., the following applies, this exclusion does not apply to definitions apply: liability for damages because of "bodily "Consolidated insurance (wrap-up) program" injury". means any agreement or arrangement, including B. The following is added to Paragraph 2. any contractor-controlled, owner-controlled or Exclusions of Section I - Coverage B - similar insurance program under which one or Personal and Advertising Injury : more contractor(s) working on a specified project are insured under one or more commercial general 2. Exclusion liability(CGL) policies issued by a specified carrier This insurance does not apply to: for injury or damage arising out of operations Access Or Disclosure Of Confidential conducted in connection with or necessary or Or Personal Information incidental to the project. "Wrapproject orpremises" means anypremises "Personal and advertising injury" arising out of any access to or disclosure of any or construction project subject to a "consolidated person's or organization's confidential or insurance (wrap-up) program". personal information, including patents, "Repair work" means service, maintenance, trade secrets, processing methods, correction, repair, replacement work, or periodic customer lists, financial information, credit Page 4 of 6 Form HS 24 50 03 17 card information, health information or 10. SUPPLEMENTARY PAYMENTS any other type of nonpublic information. In the Supplementary Payments - Coverages A This exclusion applies even if damages and B provision: are claimed for notification costs, credit The limit for the cost of bail bonds in increased to monitoring expenses, forensic expenses, $2,500. public relations expenses or any other loss, cost or expense incurred by you or 11. TWO OR MORE COVERAGE PARTS OR others arising out of any access to or POLICIES ISSUED BY US disclosure of any person's or If this policy and any other policy issued to an organization's confidential or personal insured by us or any affiliated company provides information. coverage that applies to the same claim or C. The following paragraph is added to Section damages, the maximum applicable limit(s) of III- Limits Of Insurance: liability or limit of insurance under all the policies will not exceed the highest applicable limit of Subject to Paragraph 5. Each Occurrence liability or limit of insurance under any one policy. Limit, the most we will pay under Coverage This condition does not apply to any policy issued A for "property damage" because of all loss of by us or an affiliated company specifically written "electronic data" arising out of any one to apply as excess insurance over this policy. "occurrence" is $100,000, unless modified by 12. NOTICE OF CANCELLATION TO CERTIFICATE endorsement. HOLDER(S) D. The following definition is added to Section V -Definitions: This policy is subject to the following additional Conditions: "Electronic data" means information, facts or A. If this policy is cancelled by the Company, programs: other than for nonpayment of premium, notice a. Stored as or on; of such cancellation will be provided at least b. Created or used on; or thirty (30) days in advance of the cancellation c. Transmitted to or from; • effective date to the certificate holder(s) with mailing addresses on file with the agent of computer software, (including systems and record or the Company. applications software) hard or floppy disks, CD-ROMS, tapes, drives, cells, data B. If this policy is cancelled by the Company for processing devices or any other media which nonpayment of premium, or by the insured, are used with electronically controlled notice of such cancellation will be provided equipment. within (10) days of the cancellation effective date to the certificate holder(s) with mailing E. For the purposes of the coverage provided by addresses on file with the agent of record or this provision, the definition of "property the Company. damage" in Section V - Definitions is replaced by the following: If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) "Property damage" means: on file with the agent of record or the Company a. Physical injury to tangible property, will be sufficient proof of notice. including all resulting loss of use of that Any notification rights provided by this property. All such loss of use shall be endorsement apply only to active certificate deemed to occur at the time of the holder(s) who were issued a certificate of physical injury that caused it; insurance applicable to this policy's term. b. Loss of use of tangible property that is not Failure to provide such notice to the certificate physically injured. All such loss of use holder(s) will not amend or extend the date the shall be deemed to occur at the time of cancellation becomes effective, nor will it negate the "occurrence"that caused it; or cancellation of the policy. Failure to send notice c. Loss of, loss of use of, damage to, shall impose no liability of any kind upon the corruption of, inability to access, or Company or its agents or representatives. inability to properly manipulate "electronic data", resulting from physical injury to tangible property. All such loss of "electronic data"shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. Form HS 24 50 03 17 Page 5 of 6 13. CONTRACTUAL LIABILITY COVERAGE FOR damage", or "personal and advertising PERSONAL AND ADVERTISING INJURY injury" to a third person or organization. Exclusion e. of SECTION I - COVERAGE B Tort liability means a liability that would be PERSONAL AND ADVERTISING INJURY imposed by law in the absence of any LIABILITY is replaced by the following: contract or agreement. This insurance does not apply to: Paragraph f. includes that part of any e. Contractual Liabilitycontract or agreement that indemnifies a railroad for "bodily injury", "property "Personal and advertising injury"for which the damage", or "personal and advertising insured has assumed liability in a contract or injury" arising out of construction or agreement. This exclusion does not apply to demolition operations, within 50 feet of liability for damages: any railroad property and affecting any (1) That the insured would have in the railroad bridge or trestle, tracks, road- absence of the contract or agreement;or beds,tunnel, underpass or crossing. (2) Assumed in a contract or agreement that However, Paragraph f. does not include is an "insured contract", provided the that part of any contract or agreement: "personal and advertising injury" occurs (1) That indemnifies an architect, subsequent to the execution of the engineer or surveyor for injury or contract or agreement. Solely for the damage arising out of: purposes of liability assumed in an (a) Preparing, approving, or failing to "insured contract", reasonable attorney prepare or approve, maps, shop fees and necessary litigation expenses drawings, opinions, reports, incurred by or for a party other than an surveys, field orders, change insured are deemed to be damages orders or drawings and because of "personal and advertising specifications; or injury", provided: (b) Giving directions or instructions, (a) Liability to such partyfor, or for the or failing to give them, if that is cost of, that party's defense has also the primary cause of the injury or been assumed in the same "insured damage; or contract"; and (2) Under which the insured, if an (b) Such attorney fees and litigation architect, engineer or surveyor, expenses are for defense of that party assumes liability for an injury or against a civil or alternative dispute damage arising out of the insured's resolution proceeding in which rendering or failure to render damages to which this insurance professional services, including those applies are alleged. listed in (1) above and supervisory, 14. INSURED CONTRACT DEFINITION inspection, architectural or a. INSURED CONTRACT-CONSTRUCTION engineering activities. OPERATIONS AND MUNICIPAL WORK All other terms and conditions in the policy remain Paragraph d. of the definition of "insured unchanged. contract" in Section V - Definitions is deleted and replaced by the following: An obligation, as required by ordinance, to indemnify a municipality. b. CONTRACTUAL LIABILITY Paragraph f. of the definition of "insured contract" is deleted and replaced by the following: That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury", "property Page 6 of 6 Form HS 24 50 03 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 46 WEA AS4845 Endorsement Number: 01 Effective Date: 01/31/17 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: W P M CONSTRUCTION SERVICES INC 8127 INDUSTRIAL PARK DR GRAND BLANC, MI 48439 This endorsement applies only to the insurance of the operations described in the Schedule where provided by the policy because Texas is shown in you are required by a written contract to obtain this Item 3.A. of the Information Page. waiver from us. We have the right to recover our payments from This endorsement shall not operate directly or anyone liable for an injury covered by this policy. We indirectly to benefit anyone not named in the will not enforce our right against the person or Schedule. organization named in the Schedule, but this waiver The premium for this endorsement is shown in the applies only with respect to bodily injury arising out Schedule. Schedule 1. ( ) Special Waiver Name of person or organization ( X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL TEXAS OPERATIONS 3. Premium: INCLUDED The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s) arising out of the operations described. 4. Advance Premium: INCLUDED Form WC 42 03 04 B Printed in U.S.A. Process Date: 02/03/17 Policy Expiration Date: 01/31/18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 45 WEA AS4845 Endorsement Number: Effective Date: 01/31/17 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: W P M CONSTRUCTION SERVICES INC 8127 INDUSTRIAL PARK DR GRAND BLANC, MI 48439 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 shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. Countersigned by Authorized Representative Form WC 00 0313 Printed in U.S.A. Process Date: 02/02/17 Policy Expiration Date: 01/31/18