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HomeMy WebLinkAbout2016-2688AGREEMENT BETWEEN OWNER AND CONTRACTOR FOR CONSTRUCTION CONTRACT (STIPULATED PRICE) THIS AGREEMENT is by and between the CITY OF COLUMBIA HEIGHTS, MINNESOTA ( "Owner") and Visu- Sewer. Inc. Owner and Contractor hereby agree as follows: ARTICLE 1— WORK ( "Contractor"). 1.01 Contractor shall complete all Work as specified or indicated in the Contract Documents, The Work is generally described as follows: CONTINUOUS LINING OF 12" VCP AND 8" VCP ALTERNATE 1: MAIN TO SERVICE LATERAL CONNECTION LINERS AT SELECT LOCATIONS 1.02 The Project, of which the Work under the Contract Documents is a part, is generally described as follows: 2015 SANITARY SEWER LINING: CITY PROJECT NO. 1504 ARTICLE 2 — ENGINEER 2.01 The part of the Project that pertains to the Work has been designed by the CITY OF COLUMBIA HEIGHTS' ENGINEERING DEPARTMENT (ENGINEER). 2.02 The ENGINEER is to act as Owner's representative, assume all duties and responsibilities, and have the rights and authority assigned to Engineer in the Contract Documents in connection with the completion of the Work in accordance with the Contract Documents. ARTICLE 3 — CONTRACT TIMES 3.01 Time of the Essence A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract. 3.02 Contract Times: Dates A. The Sanitary Sewer Lining Work will be substantially completed on or before May 6, 2016, and if awarded, the Service Lateral Connection Liner Installation Work will be substantially completed on or before September 2, 2016. The project shall be ready for final payment in accordance with Paragraph 15.06 of the General Conditions on or before September 30, 2016. 3.03 Liquidated Damages A. Contractor and Owner recognize that time is of the essence as stated in Paragraph 4.01 above and that Owner will suffer financial and other losses if the Work is not completed and Milestones not achieved within the times specified in Paragraph 4.02 above, plus any extensions thereof allowed in accordance with the Contract. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the E1CDC® C -520 (Rev. 1), Agreement Between Owner and Contractor for Construction Contract (Stipulated Price). Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 7 F. Based on the information and observations referred to in the preceding paragraph, Contractor agrees that no further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract. G. Contractor is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents. H. Contractor has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Contractor has discovered in the Contract Documents, and the written resolution thereof by Engineer is acceptable to Contractor. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. J. Contractor's entry into this Contract constitutes an incontrovertible representation by Contractor that without exception all prices in the Agreement are premised upon performing and furnishing the Work required by the Contract Documents. EJCDC® C -520 (Rev. 1), Agreement Between Owner and Contractor for Construction Contract (Stipulated Price). Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 7 ARTICLE 8 — CONTRACT DOCUMENTS 8.01 Contents A. The Contract Documents consist of the following: 1. This Agreement (pages 1 to _7__, inclusive). 2. Performance bond (pages 1 to 3 , inclusive). 3. Payment bond (pages 1 to 3 _, inclusive). 4. Other bonds. a. _ (pages _ to _, inclusive). 5. General Conditions (pages 1 to 65 ' inclusive). 6. Supplementary Conditions (pages SC -700 66 to SC -700 74 , inclusive). 7. Specifications as listed in the table of contents of the Project Manual. 8. Drawings (not attached but incorporated by reference) consisting of a Title Sheet and 6 record drawing plan sheets with each sheet bearing the City Project Number 1504. 9. Addenda (numbers_ to_, inclusive). 10. Exhibits to this Agreement (enumerated as follows): a. Contractor's Bid (pages 9 to 16 , inclusive). 11. The following which may be delivered or issued on or after the Effective Date of the Contract and are not attached hereto: a. Notice to Proceed. b. Work Change Directives. c. Change Orders. B. The documents listed in Paragraph 9.01.A are attached to this Agreement (except as expressly noted otherwise above). C. There are no Contract Documents other than those listed above in this Article 9. D. The Contract Documents may only be amended, modified, or supplemented as provided in the General Conditions. EJCDC® C -520 (Rev. 1), Agreement Between Owner and Contractor for Construction Contract (Stipulated Price). Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 7 ARTICLE 9 — MISCELLANEOUS 9.01 Terms A. Terms used in this Agreement will have the meanings stated in the General Conditions and the Supplementary Conditions. 9.02 Assignment of Contract A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 9.03 Successors and Assigns A. Owner and Contractor each binds itself, its successors, assigns, and legal representatives to the other party hereto, its successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. 9.04 Severability A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Contractor, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 9.05 Contractor's Certifications A. Contractor certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Contract. For the purposes of this Paragraph 10.05: 1. "corrupt practice" means the offering, giving, receiving, or soliciting of any thing of value likely to influence the action of a public official in the bidding process or in the Contract execution; 2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Contract to the detriment of Owner, (b) to establish Bid or Contract prices at artificial non - competitive levels, or (c) to deprive Owner of the benefits of free and open competition; 3. "collusive practice" means a scheme or arrangement between two or more Bidders, with or without the knowledge of Owner, a purpose of which is to establish Bid prices at artificial, non - competitive levels; and 4. "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract. 10.06 Other Provisions (if applicable). EJCDC® C -520 (Rev. 1), Agreement Between Owner and Contractor for Construction Contract (Stipulated Price). Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American society of Civil Engineers. All rights reserved. Page 6 of 7 IN WITNESS WHEREOF, Owner and Contractor have signed this Agreement. This Agreement will be effective on December 14 2015 (which is the Effective Date of the Contract). OWNER: City of Columbia By: By: t' J r Fehst, City Peterson, Mayor [CORPORATE SEAL] Address for giving notices: City of Columbia Heights 6373 8th Avenue NE Columbia Heights, MN 55421 (if OWNER is a corporation, attach evidence of authority to sign. If OWNER is a public body, attach evidence of authority to sign and resolution or other documents authorizing execution of OWNER - CONTRACTOR Agreement.) Designated Representative: Name: Kevin Hansen Title: City Engineer Address: 63738 1h Avenue NE Columbia Heights, MN 55421 Phone: 763- 706 -3705 CONTRACTOR: By: 4 ' e> to V-. M F_Il Sots 'TQ . [CORPORATE SEAL] Attest: 5� ES S. SE�2.dG.E.TICM Title: TF Address forgiving notices: License No.: (Where applicable) Agent for service of process: il_t C.UIRPOI WTIOt,1 SvSTEM. 1100 (If Contractor is a corporation, a partnership, or a joint venture, attach evidence of authority to sign.) Designated Representative: d_% • EJCDC® C -520 (Rev. 1), Agreement Between Owner and Contractor for Construction Contract (Stipulated Price). Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 of 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that VISU-SEWER, INC., (hereinafter referred to as Corporation), by KEITH M. ALEXANDER, its President, of W230 N4855 Betker Drive, Pewaukee, County of Waukesha, State of Wisconsin, have made, constituted and appointed and by these presents do make, constitute and appoint JOHN E. NELSON, JR., an employee and agent of VISU-SEWER, INC., the Corporation's true and lawful attorney, for it and in its name, place and stead: 1. To exercise or perform any act, power, duty, right or obligation whatsoever that the Corporation now has, or may hereafter acquire the legal right, power, or capacity to exercise or perform, in connection with, arising from, or relating to any person, item, transaction, thing, business property, real or personal, tangible or intangible, or matter whatsoever; 2. To request, ask, demand, sue for, recover, collect, receive, to hold and possess all such sums of money, debts, dues, commercial papers, checks, drafts, accounts, deposits, legacies, bequests, devises, notes, interests, stock certificates, bonds, dividends, certificates of deposit, annuities, pension and retirement benefits, insurance benefits and proceeds, any and all documents of title, choses in action, personal and real property, intangible and tangible property and property rights, and demands whatsoever, liquidated or unliquidated as now are, or shall hereafter become, owned by, or due, owing, payable or belonging to, the Corporation or in which the Corporation has or may hereafter acquire interest, to have, use, and take all lawful means and equitable and legal remedies, procedures, and writs in its name for the collection and recovery thereof, and to adjust, sell, compromise, and agree for the same, and to make, execute, and deliver to it, on its behalf, and in its name, all endorsements, acquittances, releases, receipts, or other sufficient discharges for the same; 3. To lease, purchase, exchange, and acquire, and to agree, bargain, and contract for the lease, purchase, exchange, and acquisition of, and to accept, take, receive, and possess any real or personal property whatsoever, tangible or intangible, or interest thereon, on such terms and conditions, and under such covenants, as said attorney in fact shall deem proper; 4. To maintain, repair, improve, manage, insure, rent, lease, sell, convey, subject to liens, mortgage, subject to deeds of trust and hypothecate, and in any way or manner deal with all or any part of any real or personal property whatsoever, tangible or intangible, or any interest therein, that it now owns or may hereafter acquire, for it, in its behalf, and in its name and under such terms and conditions, and under such covenants, as said attorney in fact shall deem proper; 5. To conduct, engage in, and transact any and all lawful business of whatever nature or kind for the Corporation, on its behalf, and in its name; 6. To make, receive, sign, endorse, execute, acknowledge, deliver, and possess such applications, contracts, agreements, options, covenants, conveyances, deeds, trust deeds, security agreements, bills of sale, leases, mortgages, assignments, insurance policies, bills of lading, warehouse receipts, documents of title, bills, bonds, debentures, checks, drafts, bills of commercial paper, receipts, withdrawal receipts and deposit instruments relating to accounts or deposits in, or certificates of deposit of, banks, savings and loan or other institutions or associations, proofs of loss, evidences of debts, releases, and satisfaction of mortgages, liens, judgments, security agreements and other debts and obligations and such other instruments in writing of whatever kind and nature as may be necessary or proper in the exercise of the rights and powers herein granted. 7. This instrument is to be construed and interpreted as a general power of attorney. The enumeration of specific items, rights, acts, or powers herein is not intended to, nor does it, limit or restrict, and is not to be construed or interpreted as limiting or restricting, the general powers herein granted to said attorney in fact. 8. The rights, powers, and authority of said attorney in fact herein granted shall commence and be in full force and effect on February 1, 2013 and such rights, powers, and authority shall remain in full force and effect thereafter until further notice. Dated this 5th day of February, 2013. — I JC k John E. elson, 'Jr., Vice-President VISU-SEWER, INC. Keith M. Alexander, President Subscribed & sworn to before me this 5th day of February, 2013. EXXX ;WiW50T;aNT-0iWiA0 CONTRACTOR (nurne and address): Visu-Sewer, Inc. SURETY (name and address of principal place of business): Merchants Bonding Company W230 N4855 Betker Rd., Pewaukee WI 53072 PO Box 14498, Des Moines IA 50306 OWNER (name and address). City of Columbia Heights 637 38th Avenue NE, Columbia Heights MN 55421 CONSTRUCTION CQNTRACT Effective Date of the Agreement, 12/14/2015 Amount: $135,439.25 Description (name and location): 2015 Sanitary Sewer Lining, City Project 1504 BOND Bond Number: MNC66873 Date (not earlier than the Effective Date of the Agreement of the Construction Can tract): 12/14/2015 Amount: $135,439,25 Modifications to this Bond Form: [X] None F-1 see Paragraph 18 Surety and Contractor, intending to be legally bound hereby, subject to the terms set forth below, do each cause this Payment Bond to be duly executed by an authorized officer, agent, or representative. CONTRACTOR AS PRINCIPAL Visu-Sewer, Inc. (sear) Contractor's Ame and Corporate Seal By: a Z &� SignatGe' win'TRIM, o f-�— Print Name N I C-F-- r-, F �T Title Vol Attest: I � —ME. S. Sz--y-F-TICK Sign 0 SURETY Merchants Bonding Company Surety's Name and Corporate Seal By: Signature (attach power of atto�' Debbra A. Hinkes Print Name Attorney-in-Fact Title Signature 'A C11 C-- -4 -77 Notes. (1) Provide supplemental execution by any additional parties, such as joint venturers. (2) Any singular reference to Contractor, Surety, Owner, or other party Shall be considered plural where applicable. EJCDC® C-615o Payment Bond Copyright Q 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, All rights reserved, 1of3 I . The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors, and assigns to the Owner to pay for labor, materials, and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following t�, r rn z, If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies, and holds harmless the Owner from claims, demands, liens, or suits by any person or entity seeking payment for labor, materials, or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. 3. If there is no Owner Default under the Construction 6, If a notice of non - payment required by Paragraph 5.1.1 is given by the yawner to the Contractor, that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non - payment under Paragraph 5.1.1. 7, When a Claimant has satisfied the conditions of Paragraph 5.1 or 5.2, whichever Is applicable, the Surety shall promptly anri nt the SiirRtv', PX1icnu, tnkr, tha fnllowinv actions: V 7.1 Send an answer to the Claimant, with a copy to the owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and 7.2 Pay or arrange for payment of any undisputed amounts. Contract, the Surety's obligation to the Owner under this 7.3 The Surety's failure to discharge its obligations Bond shall arise after the Owner has promptly notified the under Paragraph 7.1 or 7.2 shall not be deemed to Contractor and the Surety (at the address described in constitute a waiver of defenses the Surety or Paragraph 13) of claims, demands, liens, or suits against Contractor may have or acquire as to a Claim, the Owner or the Owner's property by any person or except as to undisputed amounts for which the entity seeking payment for labor, materials, or equipment Surety and Claimant have reached agreement. if, furnished for use in the performance of the Construction however, the Surety fails to discharge its Contract, and tendered defense of such claims, demands, obligations under Paragraph 7.1 or 7.2, the Surety liens, or suits to the Contractor and the Surety, shall indemnify the Claimant for the reasonable attorney's fees the Claimant Incurs thereafter to A. When the Owner has satisfied the conditions in Paragraph recover any sums found to be due and owing to 3, the Surety shall prornl tly and at the Surety's expense the Claimant. defend, indemnify, and hold harmless the Owner against a duly tendered claim, demand, lien, or suit_ 8. The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's 5. The Surety's obligations to a Claimant under this Bond fees provided under Paragraph 7.3, and the amount of this shall arise after the following: Bond shall be credited for any payments made in good faith by the Surety. 5.1 Claimants who do not have a direct contract with the Contractor, 9. Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance 5.1.1 have furnished a written notice of non- of the Construction Contract and to satisfy claims, if any, payment to the Contractor, stating with under any construction performance bond. By the substantial accuracy the amount claimed Contractor furnishing and the Owner accepting this Bond, and the name of the party to whom the they agree that all funds earned by the Contractor in the materials were, or equipment was, performance of the Construction Contract are dedicated furnished or supplied or for whom the to satisfy obligations of the Contractor and Surety under labor was done or performed, within this Bond, subject to the Owner's priority to use the funds ninety (90) days after having last for the completion of the work. performed labor or last furnished materials or equipment included in the 20, The Surety shall not be liable to the Owner, Claimants, or Claire; and others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be 5.1.2 have sent a Claim to the Surety (at the liable for the payment of any costs or expenses of any address described in Paragraph 13). Claimant under this Bond, and shall have under this Bond no obligation to make payments to or give notice on 5.2 Claimants who are employed by or have a direct behalf of Claimants, or otherwise have any obligations to contract with the Contractor have sent a Claim to Claimants under this Bond. the Surety (at the address described in Paragraph 13), 11. The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders, and other obligations. ., ... _ .. ,. _.., __.._._ _ _........._.._ .............__ _,.,ra. , .._ _ _, . ........ EJCDCO C-625, Payment Bond Copyright (�i 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American society of Civil Engineers, All rights reserved, 2 of 3 12, No suit or action shall be commenced by a Claimant under 8, The total amount due and unpaid to the this Bond other than In a court of competent jurisdiction in Claimant for labor, materials, or equipment the state in which the project that is the subject of the furnished as of the date of the Claim. Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a 16,2 Claimant: An individual or entity having a direct Claim to the Surety pursuant to Paragraph 5.11 or 5.2, or contract with the Contractor or with a (2) on which the last labor or service was performed by subcontractor of the Contractor to furnish labor, anyone or the last materials or equipment were furnished materials, or equipment for use in the performance by anyone under the Construction Contract, whichever of of the Construction Contract. The term Claimant (1) or (2) first occurs, if the provisions of this paragraph also includes any individual or entity that has are void or prohibited by law, the minimum period of rightfully asserted a claim under an applicable limitation available to sureties as a defense in the mechanic's lien or similar statute against the real jurisdiction of the suit shall be applicable. property upon which the Project is located. The intent of this Bond shall be to include without 13, Notice and Claims to the Surety, the Owner, or the limitation in the terms of "labor, materials, or Contractor shall be mailed or delivered to the address equipment" that part of the water, gas, power, shown on the page on which their signature appears. light, heat, oil, gasoline, telephone service, or Actual receipt of notice or Claims, however accomplished, rental equipment used in the Construction shall be sufficient compliance as of the date received. Contract, architectural and engineering services required for performance of the work of the 14. When this Bond has been furnished to comply with a Contractor and the Contractor's subcontractors, statutory or other legal requirement in the location where and all other items for which a mechanic's lien may the construction was to be performed, any provision in be asserted in the jurisdiction where the labor, this Bond conflicting with said statutory or legal materials, or equipment were furnished. requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal 163 Construction Contract: The agreement between requirement shall be deemed incorporated herein, When the Owner and Contractor identified on the cover so furnished, the intent is that this Bond shall be construed page, including all Contract Documents and all as a statutory bond and not as a common law bond. changes made to the agreement and the Contract Documents. 15. Upon requests by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. 16. Definitions 16.1 Claim: A written statement by the Claimant including at a minimum: 1, The name of the Claimant; 2. The name of the person for whom the labor was done, or materials or equipment furnished; 3. A copy of the agreement or purchase order pursuant to which labor, materials, or equipment was furnished for use in the performance of the Construction Contract; 4. A brief description of the labor, materials, or equipment furnished; S. The date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; 6. The total amount earned by the Claimant for labor, materials, or equipment furnished as of the date of the Claim; 7. The total amount of previous payments received by the Claimant; and 16.4 Owner Default: Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. 16.5 Contract Documents: All the documents that comprise the agreement between the Owner and Contractor. 17. If this Bond is issued for an agreement between a contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. 18. Modifications to this Bond are asfollows: E1CDCO C -615, payment Bond Copyright O 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. 3 of 3 ...al.,l''l ENGVN €ERs JOINT 6NTRACT pOGUMENTS COMMITTEE PERFORMANCE BOND CONTRACTOR (name and address): SURETY (name and address of principal place of business): Visu- Sewer, Inc. Merchants Bonding Company W230 N4855 Betker Rd., Pewaukee WI 53072 PO Box 14498, Des Moines IA 50306 OWNER (name and address): City of Columbia Heights 637 38th Avenue NE, Columbia Heights MN 55421 CONSTRUCTION CONTRACT Effective Bate of the Agreement: 12/14/2015 Amount: $135,439.25 Description (name and location): 2015 Sanitary Sewer Lining, City Project 1504 BOND Bond Number: MNC66873 Date (not earlier than the Effective Date of the Agreement of the Construction Contract): 12/14/2015 Amount: $135,439.25 Modifications to this Bond Form: ( None ❑ See Paragraph 16 Surety and Contractor, intending to be legally bound hereby, subject to the terms set forth below, do each cause this Performance Bond to be duly executed by an authorized officer, agent, or representative, CONTRACTOR AS PRINCIPAL Visu - Sewer, Inc. (seat) Contractor's N e and Corporate Seal By: 5!gnatureV � ®fit \t Et19 t1 #1P1r8� {f� SURETY ,`t` AG C OA <,+s Merchants Bonding Company ealJ� Surety's Name and Corporate Seal 1033 C` 0, By,_ Signature (attach power of attorney) � ®��989!l6616t`t ®fit La N Debbra A. Hinkes Print Name Print Name Attorney -in -Fact Title Title Attest: Attest:` Sig re 7 McEs SEP—tV T k C K Sign- 9tture C O'R90 tAT'E SaC ET11FI11 Title Title Notes: (1) Provide supplemental execution by any additional parties, such as joint venturers. (2) Any singular reference to Contractor, Surety, Owner, or other party shall be considered plural where applicable. EJCDC® C•610, Performance Bond Copyright C 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. 1 of 3 1, The Contractor and Surety, .jointly and savarally, bind themselves, their heirs, executors, administrators, successors, and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. 2. If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Paragraph 3. 3. If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after: 3.1 The Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor, and Surety to discuss the Contractor's performance. if the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Paragraph 3.1 shall be held within ten (10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor, and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; 17' The Owner declares a Contractor [Default, terminates the Construction Contract and notifies the Surety; and 3.3 The Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract, 4. Failure on the part of the Owner to comply with the notice requirement in Paragraph 3.9. shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. 5. When the Owner has satisfied the conditions of Paragraph 3, the Surety shall promptly and at the Surety's expense take one of the following actions: 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract, 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors; 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owners concurrence, to be secured with parformanee and payment Wads exaa:uted by a qualified surefy equivalent to the bands Issued on the Construction Contract, and pay to the Owner the amount of damages as described In Paragraph 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor, and with reasonable promptness under the circumstances: 5.4,1 After investigation, determine the amount for which it may be liable to the Owner arid, as soon as practicable after the amount is determined, make payment to the Owner; or 5.4.2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial. 6, if the Surety does not proceed as provided in Paragraph 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner, if the Surety proceeds as provided in Paragraph 5.4, and the Owner refuses the payment: or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner, 7. if the Surety elects to art under Paragraph 5.1, 5.2, or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication for: 7.1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; 7.2 additional legal, design professional, and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Paragraph 5; and 7.3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non - performance of the Contractor. 8, if the Surety elects to act under Paragraph 5.1, 53, or 5.4, the Surety's liability is limited to the amount of this Bond. 9. The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors, and assigns. rv....._. .............. .__.__..__ EJCDV C -610, Performance Bond Copyright O x013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. 2 of 3 10, The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders, and other obligations. 1.1. Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction In the location In which the work or part of the work 15 located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or falls to perform its obligations under this Bond, whichever occurs first. If the provisions of this paragraph are void or prohibited by law, the minimum periods of limitations available to sureties as a defense in the jurisdiction of the suit shall be applicable. 12. Notice to the Surety, the Owner, or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. 13. When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be pet-formed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to Such Statutory or other legal requirement shall be deemed Incorporated herein, When so furnished, the Intent is that this Bond shall be construed as a statutory bond and not as a common law bond. 14. Definitions 14.1 Balance of the Contract Price: The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made including allowance for the Contractor for any amounts received or to be received by the Owner in settlement of insurance or other claims for darnages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. 14.2 Construction Contract The agreement between the Owner and Contractor Identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. 14.3 Contractor Default: Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract, 14.4 Owner Default: Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. 14,5 Contract Documents: All the documents that comprise the agreement between the Owner and Contractor. 15, If this Bond Is issued for an agreement between a contractor and subcontractor, the term Contractor In this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor, 16, Modifications to this Bond areas follows: EJCDC'O C-610, Performance Bond Copyright Q 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. 3 of 3 1:03 RUN • o �. Know All Persons By These Presents, that MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., both being corporations of the State of Iowa (herein collectively called the "Companies ") do hereby make, constitute and appoint, individually, Debbra A Hinkes; Pamela M Hineman; Robert M Tortelli their true and lawful Attorney(s) -in -Fact, to make, execute, seal and deliver on behalf of the Companies, as Surety, bonds, undertakings and other written obligations in the nature thereof, subject to the limitation that any such instrument shall not exceed the amount of., TWENTY -FIVE MILLION ($25,000,000.00) DOLLARS This Power -of- Attorney is granted and is signed and sealed by facsimile under and by authority of the following By -Laws adopted by the Board of Directors of Merchants Bonding Company (Mutual) on April 23, 2011 and adopted by the Board of Directors of Merchants National Bonding, Inc., on October 24, 2011. "The President, Secretary, Treasurer, or any Assistant Treasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attorneys -in -Fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof." "The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company, and such signature and seal when so used shall have the same force and effect as though manually fixed." In connection with obligations in favor of the Florida Department of Transportation only, it is agreed that the power and authority hereby given to the Attorney -in -Fact includes any and all consents for the release of retained percentages and /or final estimates on engineering and construction contracts required by the State of Florida Department of Transportation. It is fully understood that consenting to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and /or its assignee, shall not relieve this surety company of any of its obligations under its bond. In connection with obligations in favor of the Kentucky Department of Highways only, it is agreed that the power and authority hereby given to the Attorney -in -Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner - Department of Highways of the Commonwealth of Kentucky at least thirty (30) days prior to the modification or revocation. In Witness Whereof, the Companies STATE OF IOWA have caused this +„n•sifrr, "+nry• r + instrument to be signed and sealed this 15th day of August , 2015 e °e0.. vesse V -0- t^ a'•` 1933 • K/ a ° ° °eoee• MERCHANTS BONDING COMPANY (MUTUAL) MERCHANTS NATIONAL BONDING, INC. By /,0e-Z7 7y� COUNTY OF Dallas ss. President On this 15th day of August 2015 , before me appeared Larry Taylor, to me personally known, who being by me sworn did say that he is President of the MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC.; and that the seals affixed to the foregoing instrument are the Corporate seals of the Companies; and that the said instrument was signed and sealed in behalf of the Companies by authority of their respective Boards of Directors. !A <s WENDY WOODY p Commission Number 784654 My Commission Expires owP June 20, 2017 Notary Publr , County, Iowa (Expiration of notary's commission does not invalidate this instrument) I, William Warner, Jr., Secretary of the MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., do hereby certify that the above and foregoing is a true and correct copy of the POWER -OF- ATTORNEY executed by said Companies, which is still in full force and effect and has not been amended or revoked. In Witness Whereof, I have hereunto set my hand and affixed the seal of the Companies on this . ` ay of 2015 Olt zt POA 0014 (6/15) e `A^ O e O * e p�4RP0 ./q ,�• co:" • y1933 • a 'ry e • A a • e 'Oeseese Secretary � A` T C ' LIABILITY INSURANCE F I DATE (MM /DD/YT V 12/30/2415 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 NAME, Deborah Madsen, CIC, CISR R &R Insurance Services Inc PHONE FAX f'C (262} 574 -7000 AC No ; (262) 574 -7080 15$1 E Racine Avenue aooRlESS:debbie.madsen @rrins.com PO BOX 1614 Waukesha WI 53186 INSURER S) AFFORDING COVERAGE NAIC # INSURERA:The Phoenix Insurance Com an 25623 INSURED INSURER B :The Charter Oak Fire Ins. 25615 Visu Sewer Inc INSURERC:The Travelers Property Casualt 25674 W230 N4855 Betker Rd INSURERD:The Travelers Indemnit Co, an 25658 PO BOX 804 DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 INSURER E: _ $ 5,000 Pewaukee WI 53072 -0804 CLAIMS -MADE � OCCUR INSURER F: 4/1/2015 I.VVCMAUCJ CERTIFICATE NUMBER:OL1531856926 REVISION NUM ' BER. 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 LTR TYPE OF INSURANCE ADD I IN SR UBR WVD POLICY NUMBER MM /DDIYYYY MM /DCD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) _ $ 5,000 A CLAIMS -MADE � OCCUR 0- 59868X624 -PHX 4/1/2015 4/1/2016 X Blkt Add`1 Insured PERSONAL& ADV INJURY $ 1,000,000 X $5,000 PD Deductible GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY X PRO LOC $ AUTOMOBILE LIABILITY IINIDt SINGLE LIMIT X E� $ 1 000 000 BODILY INJURY (Per person) $ B ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS 810- 596BX624 -COF 4/1/2015 4/1/2016 BODILY INJURY (Per accident) $ X X NON -OWNED HIRED AUTOS AUTOS PROPERTY DA -�- accident Medical a ments $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 C EXCESS LIAB CLAIMS -R1ADE AGGREGATE $ 10,000,000 DED I X I RETENTION$ 10,00 $ UP- 5968X624 -TIL 4/1/2015 4/1/2016 D WORKERS COMPENSATION - 5968X624 -TCT (WI) WC STATU- OTH- X AND EMPLOYERS' LIABILITY YIN T RY I ER E.L. EACH ACCIDENT _ $ 500,000 ANY PROPRIETOR/PARTNERZXECUTIVE � OFFICER/MEMBER EXCLUDED? N / A - 5985X713 -COF (AIDS) (Mandatory in NH) - 5982X298 -PHX (IL) 4/1/2015 /1/2016 If yes, describe under E.L. DISEASE - EA EMPLOYE $ 500 000 E.L. DISEASE - POLICY LIMIT $ 500 000 DESCRIPTION OF OPERATIONS below (1000000 /1000000 /1000000) A Contractors Equipment 0- 59868X624 -PHX 4/1/2015 4/1/2016 Leased =Rented Equipment 300,000 Installation Floater Any One Location/Transit 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS J VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Project: 2015 Sanitary Sewer Lining, City Project No. 1504. City of Columbia Heights is listed as additional insured on a primary and non - contributory basis in regards to general liability including ongoing and completed operations, auto liability, and umbrella when required by written contract per forms CGD604, CAT474, and CGT800. 30 day notice of cancellation applies, 10 day notice for non - payment of premium. Builders risk applies per policy number QT660 5167X974 $135,440. City of Columbia Heights 637 38th Avenue NE Columbia Heights, MN 55421 A/`non oe lenenr —N SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Scheider /CB513� v laaa -ZU-IU At-UKU GUKP(JKA [ION. All rights reserved. INS025 oniou,) i Thp ACORn namp anri Innn nrp ranictprpri mark-- of Arr,Rr) User: Christine Mizartioute, 05/28/2011 12:54:16 PM COMMERCIAL GENERAL LIABILITY BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION U- WHO IS (a) The Additional immmed - Owners, A0IN8URED: Lessees or Contractors - Scheduled Any person nr organization that, Person nr Organization endorsement a` You *gmoin a''wxiMu000n1motrequidv0 in- ���2D 1V 0784 or CG 2O 10 04 13 yuranoe~to include as an addiUona| insured the Additional Insured - Dwmom;' ' Lessees or Contractors -Completed on this Coverage Part; and Operations endorsement CG 20 37 b. Has not been added as an additional insured 07 04 or CG 20 37 04 13, or both of for the same project by attachment of an en- such endorsements with either of dormement under this Coverage Part which those edition dates; or |ndydnm such person or organization in the (b) Either or both of the [o||n�ing' the ' endorsement's schedule; ' &ddi|iona| Insured - Owners, Les- is an insured, but: oaom or Contractors - Scheduled a. Only with respect to liability for "bodily injury", pemann Or Organiz200n endorsement "property damage" ur "personal in)ury";and CQ2D1O,nr the Additional Insured - b. Only asdescribed in Paragraph (1). (2) or (3) Owners, Lessees or Contractors - Completed Operations endorsenont bo|ov.whinheverepp|ieo: CG 2O37. without an edition date of (f) If the "written onntmoL requiring inaup such endorsement specified; anra'' specifically requires you toprovide the person nr organization isamadditional additional insured coverage to that per- insured only if the injury or damage is son or organization by the use of: cauned, in whole or in part, by acts or (a) The Additional Insured - [)wnena, omissions of you or your subcontractor in Lessees or Contractors - (Form [) the pedonnumoo of "your work" to which endorsement OG20101186;o/ the "written contract requiring insurance" (h) Either or both of the following: the applies; or Additional Insured - Oumeo. Loo- (3) |f neither Paragraph (1) nor (2) above up- oeoo or Con{cmo1oro - Scheduled plies: Person Dr Organization endorsement (a) The person or organization iaeo ad' C82O 10 10 01, orU)e�dd|Uona||o ' - d|Uona| insured only if, and hu the vx' nueJ-Uwmom L�oaeymCu��c- ' tent that, the injury or Ummayo is tors - Completed Operations en' caused by -' uc%sor omissions of you or dorsamentCG2O371801� ' your subcontractor in the perform- the person or organization is an additional enoenf "your work" {o which th*,'`wht- iosumdon/yi/ihoin]oryordomxge*numn ten contract requiring insurance" up' out of "your wmd(' to which the "written plies; and contract requiring insurance" app|ies ' (b) The person or organization duou not (2) If the "written contract requiring insur- qualify as an additional insured with anua'' specifically requires you to provide roopad to the independent ody or additional insured coverage to that per- omissions of such person oroogoni' sunororganizahunbytheuueot zoUon. ''`��oqp1RG04V813 0zo10 The Travelers Indemnity company. All rights reserved. Page I of , M o® o a u COMMERCIAL GENERAL LIABILITY 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits of liability required by the "written contract requiring insurance ", the in- surance provided to the additional insured will be limited to such minimum required limits of liability. For the purposes of determining whether this limitation applies, the minimum limits of liability required by the "written con- tract requiring insurance" will be considered to include the minimum limits of liability of any Umbrella or Excess liability coverage required for the additional insured by that. "written con- tract requiring insurance ". This endorsement will not increase the limits of insurance de- scribed in Section III — Limits Of Insurance. b. The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or sur- veying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. c. The insurance provided to the additional in- sured does not apply to . "bodily injury" or "property damage" caused by "your work" and included in the "products- completed opera- tions hazard" unless the "written contract re- quiring insurance" specifically requires you to provide such coverage for that additional in- sured during the policy period. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible other insurance, whether primary, ex- cess, contingent or on any other basis, that is available to the additional insured. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non - contributory basis, this insurance is primary to other insurance available to the additional insured under which that person or organization qualifies as a named insured, and we will not share with that other insurance. But the insurance provided to the additional insured by this endorsement still is excess over any valid User: Christine Miramontc>s 05/28/2014 12:54:16 FM and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that per- son or organization is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance. 4. As a condition of coverage provided to the addi- tional insured by this endorsement: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: (1) How, when and where the 'occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: (1) immediately record the specifics of the claim or "suit' and the date received: and (2) Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit ", cooperate with us in the investigation or settlement of the claim or defense against the "suit ", and oth- erwise comply with all policy conditions. d, The additional insured must tender the de- fense and indemnity of any claim or "suit' to any provider of other insurance which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to other insurance available to the additional insured which cov- ers that person or organization as a named insured as described in Paragraph 3. above. 5. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- Page 2 of 3 tc32013 The Travelers Indemnity Company. All rights reserved. CG D6,04 08 13 003382 User: Christine Miramontes 05/28/201.4 12:54:16 PM COMMERCIAL GENERAL LIABILITY ganization as an additional insured on this Cover- a. After the signing and execution of the contract age Part, provided that the "bodily injury" and or agreement by you; and "property damage" occurs, and the "personal in- b. White that part of the contract or agreement is jury" is caused by an offense committed, during in effect. the policy period and: CG D6 04 08 13 p 2013 The Travelers Indemnity Company. All rights reserved. _ ,; �,uPage 3 of 3. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO) COVERAGE FORM PROVISIONS I. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who is An Insured provision contained in SECTION II. 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non - contributory with applicable other insurance under which an addi- tional insured person or organization is the first named insured when the written contract or agreement between you and that person or or- ganization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy pe- riod, requires this insurance to be primary and non - contributory. CA T4 74 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services office, Inc. with its permission. UMBRELLA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - OTHER INSURANCE - PERSONS OR ORGANIZATIONS FOR WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT TO PROVIDE INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL EXCESS LIABILITY (UMBRELLA) INSURANCE The following is added to paragraph 10. OTHER INSURANCE of SECTION IV - CONDITIONS; However, for any person or organization that qualifies as an insured under paragraph 2. f. of SECTION II - WHO IS AN INSURED, if the written contract in which you have agreed to provide insurance for that person or organization specifically requires that this insurance apply on a primary or a primary and non - contributory basis, this insurance will apply as if other insurance available to that person or organization which covers that person or organization as a named insured does not exist, and we will not share with that other insurance, But, this insurance still is excess over any other valid and collectible insurance, whether such insurance is stated to be primary, contributing, excess, contingent or otherwise, as respects the "auto hazard' or that is available to that person or organization when that person or organization is an additional insured under such other insurance. CG T8 00 04 14 Copyright, The Travelers Indemnity Company, 2005 Page 1 or 1