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HomeMy WebLinkAbout20- Construction Agreement - Lutey Construction-The Craftsman, Inc. - Stiff Professional Building Renovation Project CONSTRUCTION AGREEMENT This Construction Agreement is made this�day of January, 2020, by and between the CITY OF BOZEMAN, MONTANA, a municipal corporation organized and existing under the laws of the State of Montana, P.O. Box 1231, Bozeman, Montana 59771-1231 ("City"), and Lutey Construction-The Craftsman, Inc., 420 S. 13t' Avenue, Bozeman, MT 59715, ("Contractor"). Recitals A. The City issued an Invitation to Bid for the construction project known as Professional Building Renovation Project ("Construction Project") pursuant to the requirements of all applicable statutes, rules, regulations, and ordinances. B. The City analyzed all responses to the Invitation to Bid received pursuant to its standard practices and the requirements of all applicable statutes, rules, regulations, and ordinances. C. The City awarded the bid to Contractor on December 201", 2019, pursuant to the terms and conditions of this Agreement. NOW THEREFORE,in consideration of the covenants,agreements,representations,and warranties contained herein, the parties agree as follows: Agreement 1. Work to be Performed: a. A description of the Construction Project and Contractor's duties is set forth in the Invitation to Bid and Bid Form as awarded and accepted by City and the Construction Documents for the Professional Building Renovation Project, which are attached hereto and incorporated herein by this reference, and the drawings, plans, and specifications provided by the City and its architects and engineers. The City's Notice of Award is attached here as Exhibit A. Where a provision of any other portion of the Construction Documents conflicts with this Agreement,the terms and conditions of this Agreement shall control. b. Prior to the commencement of any work on the Construction Project, Contractor's representatives and City's representatives shall hold a meeting to establish a working understanding among the parties as to the scope of the Construction Project and duties of the Contractor. At this meeting,Contractor and City shall resolve any outstanding issues related to the plans, designs, drawings, and specifications. If the parties are unable to resolve these issues and the City fails,refuses, or is unable to approve the same,no work shall commence on the Construction Project until such issues are resolved and the City approves the related plans, designs, drawings, and specifications. Page 1 of 16 Version 12 14 15 C. Except as provided elsewhere in this Agreement, Contractor shall furnish all the labor, materials, equipment, tools, and services necessary to perform and complete the Construction Project. d. During work on the Construction Project,and as part of the final completion of the Construction Project,Contractor shall clean up the Project site,including the removal and satisfactory disposal of all waste, garbage, excess materials, equipment, temporary buildings, the removal or grading of all embankments made for construction purposes, the filling in of all excavations, and the performance of any other work necessary to restore the site to at least as good order and condition as at the commencement of the Construction Project. 2. City-Supplied Materials: The City may supply materials from time to time in furtherance of the Construction Project. Such materials will be noted as an addendum to this Agreement. 3. Time of Performance: a. Contractor shall begin the Construction Project after receiving a Notice to Proceed from City and shall complete the Construction Project within Two Hundred Seventeen (217) days of the starting date stated in the Notice to Proceed. After receiving the Notice to Proceed from the City Contractor shall develop a Construction Schedule for approval by the City which shall become part of this Agreement. Time is of the essence of completion of all work and each phase of the Construction Project. b. The Construction Schedule is subject to the City's approval. Contractor's construction plan,methods of operation,materials used,and individuals and subcontractors employed (collectively"Contractor's Resources") are subject to the City's approval at all times during the term of this Agreement, and must be such as to ensure the completion of the work in compliance with the deadlines set in the Construction Schedule during the term of this Agreement. In the event the City determines the Contractor's Resources are inadequate to meet the approved Construction Schedule,the City may order the Contractor to accelerate its performance to give reasonable assurances of timely completion and quality results. Acceleration under this section shall not be deemed a Change Order as deemed in Section 5b below and the Contractor shall receive no equitable adjustment for such acceleration. Nothing in this section shall be interpreted to relieve the Contractor of its duties and responsibilities to plan for and complete the work in a timely manner according to the Construction Schedule. 4. Liquidated Damages: If the Construction Project is not completed within the time provided by this Agreement, the City may deduct for each day the Construction Project remains uncompleted the sum of Two Hundred Fifty Dollars ($250.00) from the compensation hereinafter specified and retain that sum as payment for liquidated damages sustained by reason of the Contractor's failure to complete the Construction Project on time. Page 2 of 16 Version 12 14 15 5. Compensation: a. City shall pay to Contractor, and Contractor shall accept as full payment for the performance of this Agreement and the Construction Project, the amount of Eight Hundred Eighty Four Thousand Five Hundred Eight Four Dollars ($884,584.00), as paid in accordance with Exhibit D, Compensation Schedule, attached hereto. b. If work not included within the original Construction Documents is requested by City, such additional work and the related compensation shall be agreed to in writing by both parties prior to commencement of the additional work ("Change Order") pursuant to the Change of Work Specifications set forth on Exhibit E attached hereto. C. Monthly progress payments and final payment will be made only in accordance with the terms of a completed Compensation Schedule to be approved by the City's Representative. All invoices must be submitted to the City's Representative. d. City shall retain five percent (5%) of the total amount of compensation to be paid to the Contractor to ensure compliance with the terms and conditions of this Agreement and the timely completion of the Construction Project and any and all "punch list"items("Retainage Amount"). The Retainage Amount shall be paid to Contractor thirty (30)days after the City's final acceptance of the portion of work for which a separate price is stated in the specifications for the Construction Project. e. Upon acceptance of final payment and for other good and valuable consideration, Contractor shall and hereby does release and forever discharge City, its officers, agents, and employees of and from any and all claims, demands, actions, causes of action,obligations, and liabilities of every kind and character whatsoever, in law and in equity, whether now known or in the future discovered, arising from or related to this Agreement or the Construction Project that Contractor may have or assert against City, its officers, agents, and employees. 6. Inspection and Testing: a. City has the right to inspect and test any and all work performed by Contractor on the Construction Project. Contractor shall allow City and its agents access to the Construction Project at all times and shall provide every reasonable facility for the purpose of such inspection and testing,including temporarily discontinuing portions of the work or uncovering or taking down portions of the finished work. Any inspection and testing performed by the City and its agents is for the sole benefit of the City and shall not relieve the Contractor of its duty, responsibility, and obligation to ensure that the work strictly complies with the Agreement terms and conditions and all applicable laws and building and safety codes. City's inspection and testing shall not be deemed or considered acceptance by the City of any portion of the Construction Project. City's inspection and testing shall not serve to nullify, amend, or waive any warranties provided by the Contractor under this Agreement. Page 3 of 16 Version 12 14 15 b. Contractor shall, without charge, replace any material or correct any work found by the City or its agents to be defective or otherwise not in compliance with the terms and conditions of this Agreement. In the event Contractor fails to replace or correct any defective work or materials after reasonable written notice by the City to do so, the City may take such corrective action, either with its own materials and employees or by retaining any third party to do so,and deduct the cost and expense of such corrective action from the Contractor's compensation. 7. Partial Utilization of Construction Project: City shall have the right to use or occupy any portion of the Construction Project that City and Contractor mutually agree is substantially completed and constitutes a separately functioning and usable part of the Construction Project for its intended purpose without significant interference with Contractor's performance of the remaining portions of the Construction Project. In the event City takes possession of any portion of the Construction Project, such possession shall not be deemed an acceptance of the Construction Project, in whole or in part. Contractor shall still be required to conduct any final testing of the portions in the possession of the City. City's use of any portion of the Construction Project shall not be grounds for extensions of any construction deadlines or a change in the Contractor's compensation. Contractor's warranties shall run from the completion of the total Construction Project and not from the date the City may take possession of selected portions of the Construction Project. 8. Related Work at the Site: Nothing in this Agreement shall prevent or preclude City, through its own employees or by contract with any third party, from performing other work related to the Construction Project at the construction site; provided such related work is not otherwise addressed in this Agreement and provided such related work does not otherwise interfere with Contractor's performance of this Agreement or the completion of the Construction Project. Contractor shall afford any City employee, agent or representative, or any third party under contract with the City to perform the related work, proper and safe access to the construction site, a reasonable opportunity for the introduction and storage of materials and equipment, the opportunity to perform the related work, and shall properly coordinate the Contractor's work on the Construction Project with the related work. 9. Contractor's Warranties: Contractor represents and warrants as follows: a. Unless otherwise specified by the terms of this Agreement,all materials and equipment used by Contractor on the Construction Project shall be new and where not otherwise specified, of the most suitable grade for their intended uses. b. All workmanship and materials shall be of a kind and nature acceptable to the City. C. All equipment, materials, and labor provided to, on, or for the Construction Project must be free of defects and nonconformities in design,materials,and workmanship for a minimum period beginning with the commencement of the work on the Construction Project and ending one (1) year from the final completion and acceptance by the City of Page 4 of 16 Version 12 14 15 the Construction Project, regardless of whether such equipment, materials, or labor were supplied directly by Contractor or indirectly by Contractor's subcontractors or suppliers. Other express warranties on materials that provide for a warranty period longer than one year apply for the period of that express warranty and are not reduced by this provision. Upon receipt of City's written notice of a defective or nonconforming condition during the warranty period, Contractor shall take all actions, including redesign and replacement, to correct the defective or nonconforming condition within a time frame acceptable to the City and at no additional cost to the City. Contractor shall also, at its sole cost, perform any tests required by City to verify that such defective or nonconforming condition has been corrected. Contractor warrants the corrective action taken against defective and nonconforming conditions for a period of an additional one(1)year from the date of City's acceptance of the corrective action. d. Contractor and its sureties are liable for the satisfaction and full performance of all warranties. e. Contractor shall give its personal attention to the faithful prosecution of the completion of the Construction Project and Contractor,or its duly authorized representative assigned to serve as the Construction Project Manager, shall be personally present at the site of the Construction Project during working hours for the term of this Agreement until the completion of the Construction Project. f. Contractor shall have a complete, accurate, and up-to-date set of construction plans, drawings, and specifications on site at all times. g. Contractor has examined all available records and made field examinations of the site of the Construction Project. Contractor has knowledge of the field conditions to be encountered during the Construction Project. Contractor has knowledge of the types and character of equipment necessary for the work, the types of materials needed and the sources of such materials, and the condition of the local labor market. h. Contractor is responsible for the safety of the work and shall maintain all lights, guards, signs,temporary passages, or other protections necessary for that purpose at all times. i. All work must be performed at Contractor's risk, and Contractor shall promptly repair or replace all damage and loss at its sole cost and expense regardless of the reason or cause of the damage or loss; provided, however, should the damage or loss be caused by an intentional or negligent act of the City, the risk of such loss shall be placed on the City. j. Contractor is responsible for any loss or damage to materials,tools,or other articles used or held for use in the completion of performance of the Construction Project. Page 5 of 16 Version 12 14 15 k. Contractor's performance must be without damage or disruption to any other work or property of the City or of others and without interference with the operation of existing machinery or equipment. 1. Title to all work, materials, and equipment covered by any payment of Contractor's compensation by City, whether directly incorporated into the Construction Project or not, passes to City at the time of payment, free and clear of all liens and encumbrances. 10. Delays and Extensions of Time: If Contractor's performance of this Agreement is prevented or delayed by any unforeseen cause beyond the control of the Contractor, including acts or omissions of the City, Contractor shall, within ten(10) days of the commencement of any such delay, give the City written notice thereof. Further, Contractor shall, within ten(10)days of the termination of such delay, give the City written notice of the total actual duration of the delay. If the City is provided with these required notices and if the City determines that the cause of the delay was not foreseeable, was beyond the control of the Contractor, and was not a result of the fault or negligence of the Contractor, then the City will determine the total duration of the delay and extend the time for performance of the Agreement accordingly. Unless the delay is caused by the intentional interference of the City with the Contractor's performance, Contractor shall make no claim for damages or any other claim other than for an extension of time as herein provided by reason of any delays. 11. Suspension: a. The City may,by written notice to the Contractor and at its convenience for any reason, suspend the performance of all or any portion of the work to be performed on the Construction Project ("Notice of Suspension"). The Notice of Suspension shall set forth the time of suspension, if then known to the City. During the period of suspension, Contractor shall use its best efforts to minimize costs associated with the suspension. b. Upon Contractor's receipt of any Notice of Suspension, unless the notice requires otherwise, Contractor shall: (1) immediately discontinue work on the date and to the extent specified in the Notice of Suspension;(2)place no further orders or subcontracts for materials, services, or equipment; (3)promptly make every reasonable effort to obtain suspension upon terms satisfactory to City of all orders, subcontracts, and rental agreements to the extent that they relate to the performance of the work suspended;and(4) continue to protect and maintain the Project, including those portions on which work has been suspended. C. As compensation for the suspended work,Contractor will be reimbursed for the following costs,reasonably incurred, without duplication of any item, and to the extent that such costs directly resulted from the suspension: (1) a standby charge paid during the period of suspension which will be sufficient to compensate Contractor for keeping,to the extent required in the Notice of Suspension, Contractor's organization and equipment committed to the Project in standby status; (2) all reasonably incurred costs for the demobilization of Contractor's and subcontractor's crews and equipment; (3) an equitable Page 6 of 16 Version 12 14 15 amount to reimburse Contractor for the cost to protect and maintain the Project during the period of suspension; and (4) an equitable adjustment in the cost of performing the remaining portion of the work post-suspension if, as a direct result of the suspension, the cost to Contractor of subsequently performing the remaining work on the Construction Project has increased or decreased. d. Upon receipt of written notice by the City to resume the suspended work ("Notice to Resume Work"), Contractor shall immediately resume performance of the suspended work as to the extent required in the Notice to Resume Work. Any claim by Contractor for time or compensation described in Section 11(c)shall be made within fifteen (15)days after receipt of the Notice to Resume Work and Contractor shall submit a revised Construction Schedule for the City's review and approval. Contractor's failure to timely make such a claim shall result in a waiver of the claim. e. No compensation described in Section 11(c) shall be paid and no extension of time to complete the Construction Project shall be granted if the suspension results from Contractor's non-compliance with or breach of the terms or requirements of this Agreement. 12. Termination for Contractor's Fault: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor's right to proceed with all or any part of the Construction Project ("Termination Notice Due to Contractor's Fault"). The City may then take over the Construction Project and complete it, either with its own resources or by re-letting the contract to any other third party, and may immediately take possession of and use such materials, appliances, tools, and equipment as may be on the site and which may be necessary for the completion of the Construction Project. b. In the event of a termination pursuant to this Section 12, Contractor shall be entitled to payment only for those services Contractor actually rendered. In the case of a lump sum or unit price contract, Contractor shall not be entitled to any further payment until the Construction Project has been completed. Upon completion of the Construction Project,if the unpaid balance of the Contractor's compensation exceeds the cost to the City of completing the work, including all costs paid to any subcontractors or third parties retained by the City to complete the Construction Project and all administrative costs resulting from the termination("City's Cost for Completion"), such excess shall be paid to the Contractor. If the City's Cost for Completion exceeds the unpaid balance of the Contractor's compensation,then Contractor and its sureties shall be liable for and shall pay the difference,plus interest at the rate applicable to court judgments, to the City. C. Any termination provided for by this Section 12 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. Page 7 of 16 Version 12 14 15 d. In the event of termination under this Section 12, Contractor shall,under no circumstances,be entitled to claim or recover consequential,special,punitive,lost business opportunity,lost productivity,field office overhead,general conditions costs,or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 13. Termination for City's Convenience: a. Should conditions arise which,in the sole opinion and discretion of the City, make it advisable to the City to cease work on the Construction Project, City may terminate this Agreement by written notice to Contractor ("Notice of Termination for City's Convenience"). The termination shall be effective in the manner specified in the Notice of Termination for City's Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. b. Upon receipt of the Notice of Termination for City's Convenience, unless otherwise directed in the Notice, the Contractor shall immediately cease work on the Construction Project,discontinue placing orders for materials, supplies, and equipment for the Construction Project, and make every reasonable effort to cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve, protect, and maintain work already completed, in progress, or in transit to the construction site. C. In the event of a termination pursuant to this Section 13, Contractor is entitled to payment only for those services Contractor actually rendered and materials actually purchased or which Contractor has made obligations to purchase on or before the receipt of the Notice of Termination for City's Convenience,and reasonably incurred costs for demobilization of Contractor's and any subcontractor's crews. It is agreed that any materials that City is obligated to purchase from Contractor will remain the City's sole property. d. The compensation described in Section 13(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances,be entitled to claim or recover consequential,special,punitive,lost business opportunity,lost productivity,field office overhead,general conditions costs,or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 14. Limitation on Contractor's Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, Contractor's damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity,lost productivity,field office overhead,general conditions costs,or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and Page 8 of 16 Version 12 14 15 circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within ten (10) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 15. Representatives: a. City's Representative: The City's Representative for the purpose of this Agreement shall be Jon Henderson, Strategic Service Director or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to the City's Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City's Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents and may receive approvals or authorization from such persons. b. Contractor's Representative: The Contractor's Representative for the purpose of this Agreement shall be Shane Lutey or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed to Contractor's Representative; provided, however, that in exigent circumstances when Contractor's Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. 16. Locating Underground Facilities: Contractor shall be responsible for obtaining and determining the location of any underground facilities, including but not limited to, the location of any pipelines or utility supply, delivery, or service lines in accordance with the provisions of §69-4-501, et seq., MCA. Contractor shall make every effort to avoid damage to underground facilities and shall be solely responsible for any damage that may occur. If City personnel assume responsibility for locating any underground facilities, this fact shall be noted in writing prior to commencement of such location work. 17. Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman business license, and inspections from applicable governmental authorities,pay all fees and charges in connection therewith,and perform all surveys and locations necessary for the timely completion of the Construction Project. 18. Ownership of Documents; Indemnification: All plans, designs, drawings, specifications, documents, sample results and data, in whatever medium or format, originated or prepared by or for Contractor in contemplation of, or in the course of, or as a result of this Agreement or work on the Construction Project, shall be promptly furnished to the City ("City Documents and Information"). All City Documents and Information shall be the exclusive property of the City and shall be deemed to be works-for-hire. Contractor hereby assigns all right, title, and interest in and to the City Documents and Information, including but not limited to, all Page 9 of 16 Version 12 14 15 copyright and patent rights in and to the City Documents and Information. Neither party grants to the other any express or implied licenses under any patents, copyrights, trademarks, or other intellectual property rights, except to the extent necessary to complete its obligations to the other under this Agreement. 19. Laws and ReLyulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers' compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes,and provisions of the Montana Safety Act in Title 50,Chapter 71,MCA,all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non- discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 20. Non-discrimination: Contractor agrees that all hiring by Contractor of persons performing under this Agreement will be on the basis of merit and qualifications. The Contractor shall have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Contractor shall not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity,physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Contractor shall require these nondiscrimination terms of its subcontractors providing services under this Agreement. 21. Intoxicants; DOT Drug and Alcohol Regulations: Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, upon the site of the Construction Project. Contractor acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S. Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. 22. Labor Relations: a. Contractor shall post a legible statement of all wages and fringe benefits to be paid to the Contractor's employees and the frequency of such payments (i.e., hourly wage employees shall be paid weekly). Such posting shall be made in a prominent and accessible location at the site of the Construction Project and shall be made no later than the first day of work. Such posting shall be removed only upon the final completion of the Construction Project and the termination of this Agreement. b. In performing the terms and conditions of this Agreement and the work on the Construction Project, Contractor shall give preference to the employment of bona fide residents of Montana, as required by §18-2-403, MCA, and as such, term is defined by §18-2-401(1), MCA. When making assignments of work, Contractor shall use workers Page 10 of 16 Version 12 14 15 both skilled in their trade and specialized in their field of work for all work to which they are assigned. C. Pursuant to §§18-2-403 and 18-2-422, MCA, Contractor shall pay wages, benefits, and expenses in conformance with the current version of the Prevailing Wage Rates for Building Construction Services as published by the Montana Department of Labor and Industry and which are applicable to Gallatin County. Contractor shall pay all hourly wage employees on a weekly basis. Violation of the requirements to pay applicable prevailing wage rates may subject the Contractor to the penalties set forth in §18-2-407, MCA. Contractor shall maintain payroll records and provide certified copies to the City. Contractor shall maintain such payroll records during the term of this Agreement, the course of the work on the Construction Project,and for a period of three(3)years following the date of final completion of the Construction Project and termination of this Agreement. d. In the event that, during the term of this Agreement and throughout the course of Contractor's performance of the Construction Project, any labor problems or disputes of any type arise or materialize which in turn cause any work on the Construction Project to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take to resume work on the Construction Project shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the work on the Construction Project to resume and be completed within the time frames set forth in the Construction Schedule at no additional cost to City. e. Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. 23. Subcontractors: a. Contractor may employ subcontractors for any work on the Construction Project. Contractor shall provide City with a list of all subcontractors employed. b. Contractor remains fully responsible for the acts and omissions of any subcontractor, just as Contractor is for its own acts and omissions, and Contractor shall remain fully responsible and liable for the timely completion of the Construction Project. C. Contractor is solely liable for any and all payments to subcontractors. Contractor shall hold all payments received from the City in trust for the benefit of subcontractors, and all such payments shall be used to satisfy obligations of the Construction Project before being used for any other purpose. Contractor shall make any payments due to any subcontractor within seven (7) days of Contractor's receipt of payment, including a proportional part of the retainage Contractor has received from the Page 11 of 16 Version 12 14 15 City. In the event of a dispute regarding any subcontractor's invoice, Contractor shall promptly pay the undisputed amount to the subcontractor and notify the subcontractor in writing of the amount in dispute and the reasons for the dispute. Any withholding of payment must comply with the requirements of§28-2-2103,MCA. In the event Contractor is unwilling or unable to make timely and proper payment to any subcontractor, City may elect to withhold any payment otherwise due to Contractor and upon seven (7) days' written notice to Contractor, may pay subcontractor by direct or joint payment. 24. Indebtedness and Liens: Before City may make any final payment to Contractor, Contractor shall furnish City with satisfactory proof that there are no outstanding debts or liens in connection with the Construction Project. If the Contractor allows any indebtedness to accrue to subcontractors or others during the progress of the work, and fails to pay or discharge the same within five (5) days after demand, then City may either withhold any money due to Contractor until such indebtedness is paid or apply the same towards the discharge of the indebtedness. If any lien or claim is filed or made by any subcontractor,material supplier, or any other person,the Contractor shall immediately notify the City and shall cause the same to be discharged of record within thirty (30) days after its filing. 25. Hazard Communication: Contractor shall comply with all hazard communication requirements dictated by the Environmental Protection Agency, the Montana Department of Agriculture, OSHA, Hazard Communications Standard, 29 CFR 1910.1200, and applicable City ordinances. Contractor shall supply a chemical list, the associated material safety data sheets (MSDS), and other pertinent health exposure data for chemicals that the Contractor's, subcontractor's or the City's employees may be exposed to while working on City property during the course of the Construction Project. One copy of this documentation must be delivered to City to the attention of the City's Representative. This documentation must be delivered before work involving these chemicals may commence. 26. Accounts and Records: During the term of this Agreement and for two (2)years following the City's final acceptance of the Construction Project, Contractor shall maintain accounts and records related to the Construction Project. Upon reasonable notice, City shall have the right to inspect all such accounts and records,including but not limited to,Contractor's records, books, correspondence, instructions, drawings, specifications, field and site notes, receipts, invoices, bills, contracts, or other documents relating to the Construction Project. 27. Indemnification; Insurance; Bonds: a. Contractor agrees to release,defend,indemnify,and hold harmless the City, its agents,representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney's fees and the costs and fees of and expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i)the Page 12 of 16 Version 12 14 15 negligent,reckless,or intentional misconduct of the Contractor; (ii)any negligent,reckless, or intentional misconduct of any of the Contractor's agents; or(iii)the negligent,reckless, or intentional misconduct of any other third party. b. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). C. Contractor's indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. d. Should any indemnitee described herein be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor's applicable insurance policies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s)thereof. e. In the event of an action filed against City resulting from the City's performance under this Agreement,the City may elect to represent itself and incur all costs and expenses of suit. f. Contractor also waives any and all claims and recourse against the City or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except "responsibility for his own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent"as per 28-2-702,MCA. g. These obligations shall survive termination of this Agreement and the services performed hereunder. h. In addition to and independent from the above, Contractor shall at Contractor's expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in subsection(a) of this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City and Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as shown on Exhibit F: Page 13 of 16 Version 12 14 15 The amounts of insurance provided shall be exclusive of defense costs. The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non-contributory basis on both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. Contractor shall notify City within two (2)business days of Contractor's receipt of notice that any required insurance coverage will be terminated or Contractor's decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. 28. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. Contractor understands that all contractors or subcontractors working on a publicly funded project are required to pay or have withheld from earnings a license fee of one percent (1%) of the gross contract price if the gross contract price is Five Thousand Dollars ($5,000) or more. This license fee is paid to the Montana Department of Revenue. 29. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty(30) days from the date the dispute was first raised, then such dispute shall be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 30. Survival: Contractor's indemnification and warranty obligations shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 31. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 32. Waiver: A waiver by City of any default or breach by Contractor of any covenants, terms, or conditions of this Agreement does not limit City's right to enforce such covenants,terms, or conditions or to pursue City's rights in the event of any subsequent default or breach. 33. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. Page 14 of 16 Version 12 14 15 34. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 35. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 36. Amendments: This Agreement may not be modified,amended, or changed in any respect except by a written document signed by all parties. 37. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 38. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 39. Assignment: Contractor may not assign this Agreement in whole or in part without the prior written consent of the City. No assignment will relieve Contractor of its responsibility for the performance of the Agreement and the completion of the Construction Project. Contractor may not assign to any third party other than Contractor's subcontractors on the Construction Project, the right to receive monies due from City without the prior written consent of City. 40. Authority: Each party represents that it has full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each party has been properly authorized and empowered to sign this Agreement. 41. Independent Contractor: The parties agree and acknowledge that in the performance of this Agreement and the completion of the Construction Project, Contractor shall render services as an independent contractor and not as the agent,representative, subcontractor, or employee of the City. The parties further agree that all individuals and companies retained by Contractor at all times will be considered the agents, employees, or independent contractors of Contractor and at no time will they be the employees, agents, or representatives of the City. 42. Agreement Documents: All work on the Construction Project shall be performed by Contractor in accordance with all of the terms and conditions of this Agreement and are incorporated herein by this reference: Exhibit A: Notice of Award Exhibit B: Contractor's submitted Bid Form Exhibit C: Construction Schedule Exhibit D: Compensation Schedule Exhibit E: Change of Work Specifications Exhibit F: Required Insurance Coverage Exhibit G: Required Bonds Exhibit H: Plans and Specifications Page 15 of 16 Version 12 14 15 43. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained therein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications,either verbal or written,made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. IN WITNESS WHEREOF, Contractor and City have caused this Agreement to be executed, effective on the date written above, and intend to be legally bound thereby. CITY OF BOZEMAN,MONTANA CONTRACTOR By: K , By: Dennis M. Taylor,Interim ity Manager Print Name: Sha.►t e. Lw 4 c y Title: Pr eS i �a n APPRO AS TO EO�W(§18-2-406,MCA): By: reg S lliv n, City Attorney Page 16 of 16 Version 12 14 15 Exhibit A Notice of Award SOZ E MANMT Facilities Mike Gray Facilities Superintendent City of Bozeman 0: 406-582-3232 C: 406-579-5343 mgray@bozeman.net December 20, 2019 Shane Lutey Lutey Construction 420 S. 13th Bozeman, MT 59715 Dear Shane, Thank you for submitting a bid for the Alfred Stiff Professional Building Remodel Project. As part of the City's bid selection process,we are required to go with the lowest-most responsible bidder. We felt all the bidders were responsible it was a matter of the lowest bidder. Your bid was selected as the lowest;you are being awarded this project. This letter is your official Notice To Proceed. The City looks forward to working with you on this project. Thank you again for your time and interest in this project. If you have,any questions please feel free to contact me. Thank you, Mike Gray P. �: e 20 East Olive Stresozemari, MT 59771-1230 Exhibit B Contractor's Submitted Bid Form BID FORM ALFRED STIFF PROFESSIONAL BUILDING RENOVATION CITY OF BOZEMAN BOZEMAN,MONTANA 59771 TO: City Clerk P,O. Box 1230 Bozeman, Montana 59771-1230 THE UNDERSIGNED BIDDER,having familiarized himself with the Work required by the Contract Documents, the site(s) where the work is to be performed, local labor conditions and all laws, regulations, municipal ordinances and other factors which may affect the performance of the Work, and having satisfied himself of the expense and difficulties attending performance of the work: HEREBY PROPOSES and agrees, if this bid is accepted, to enter into an Agreement, in the form attached, to perform all work for the construction of ALFRED STIFF PROFESSIONAL BUILDING RENOVATION,including the assumption of all obligations,duties,and responsibilities necessary for the successful completion of the contract and the furnishing of all materials and equipment required to be incorporated in, and form a permanent part of, the work; tools, equipment, supplies, transportation, facilities, labor, superintendence, and services required to perform the Work; Bonds, Insurance and Submittals; all as indicated or specified in the Contract Documents to be performed or- furnished by Contractor within the time and for the prices set forth in the following schedules. The undersigned bidder agrees to be bound by this Bid for a period not to exceed that specified in the Invitation to Bid. The undersigned Bidder agrees to furnish the required Bonds and to enter into a contract within fifteen (15)calendar days after Owner's acceptance of this Bid,and further agrees to complete all Work within the time specified per schedule after commencement of the contract time as defined in the General Conditions. The allowed contract time is 180 calendar days unless approved otherwise by Owner. Bidder accepts the provisions of the Agreement as to Liquidated Damages which shall be as specified in Article 2.2 &2.3 of the Agreement Form. The undersigned Bidder agrees that he has been afforded access to the construction site and has performed those independent site investigations as he deemed necessary. Section 00300 BID FORMS Page 1 of 4 The undersigned Bidder hereby certifies the following: A) That this Bid is genuine and is not made in the interest of,or on behalf of,any undisclosed person, firm, or corporation, and is not submitted in conformity with any agreement or rules of any group, association, organization, or corporation; B) That he has not directly or indirectly solicited any other Bidder to put in a false or sham Bid; C) That he has not solicited or induced any person, firm, or corporation to refrain from bidding; D) That he has not sought by collusion to obtain for himself any advantage over any other Bidder or over the Owner. E) That he is not currently operating beyond the contract time on any previously awarded public works contract as defined and required by Article 15-50-203, MCA, as amended. The undersigned Bidder(s) either singularly or as a joint venture hereby certifies (certify)pursuant to Article 37-71-203,MCA, that he(they) is(are) duly and regularly licensed. BIDDER agrees to perform all the work described in the CONTRACT DOCUMENTS for the following stipulated sums: BASE BIDD Q J 9 ) �i fa ,L �lzot �J:wt vZ � e+�,Q^ V DOLLARS C�U L)) 5D�,00 BASE flID UNIT PRICE—CARPET TILE J 360/sf I )VNZ-Z -GWL/b ail • -00 C_.P^ DOLLARS SEE SECTION 012000 3.1.A UNIT PRICE—PAINT O1►�rt �; <v-A./O DOLLARS SEE SECTION 012000 3.I.B UNIT PRICE—ROOM SIGN,S,, &" Lj,� �t�`�'�� I °t4/b U S� DOLLARS ik qk oU C�C4j SEE SECTION 01 000 3.1.0 Section 00300 BID FORMS Page 2 of 4 ASIS OF AW'AItJ&tithe contract is awarded,the Owner will award a single Contract in accordance with the Instructions to Bidders. The Owner reserves the right to accept or reject the Bids, or portions of the Bids denoted as separate schedules or alternates. The award will be made by the Owner on the basis of that Bid from the lowest responsive, responsible Bidder which, in the Owner's sole and absolute judgment, will best serve the interest of the Owner. The undersigned Bidder acknowledged receipt of the following Addenda,which have been considered in preparation of this Bid: No. �- Dated_ 1116 �1� No. 2 Dated No. 3 Dated No. Dated Submitted this afA day of eGem e r ,2019. SIGNATURE OF BIDDER: Montana Contractor Registration Niunber_ Section 00300 BID FORMS Page 3 of 4 If an individual: doing business as If a Partnership: by partner If a Corporation; e R, 6VoIT4svnAn J-nc-, (a) G - GvyloorA �;pY1 by (Seal& Title P✓ s d Gh Attest) Business Address of Bidder: 4A a 0 S. I";.) h 6ozeyrt,�n /ELT 51715 If Bidder is a joint venture, other party must sign below; Montana License Number and Class If an Individual: doing business as If a Partnership: by Partner If a Corporation: (a) Corporation by Title (Seal &Attest) Section 00300 BID FORMS Page 4 of 4 NON-DISCRIMINATION AFFIRMATION FORM Ltn.I t y Conf,4,cJ,on [name of entity submitting) hereby affirms it will not discriminate on the basis of race, color, religion, creed, sex, age,marital status,national origin, or because of actual or perceived sexual orientation, gender identity or disability in the performance of work performed for the city of Bozeman, if a contract is awarded to it, and also recognizes the eventual contract, if awarded, will contain a provision prohibiting discrimination as described above and that this prohibition shall apply to the hiring and treatment of the Cot,54 r,tclio [name of entity submitting] employees and to all subcontracts it enters into in performance of the agreement with the city of Bozeman. Signature of Bidder: Person authorized to sig on behalf of the bidder BID BOND KNOW ALL BY THESE PRESENTS,That we,Lutey Construction-The Craftsman,Inc. of 420 South 13th Ave,Bozeman,MT 59715 (hereinafter called the Principal), as Principal,and Nationwide Mutual Insurance Company, 1100 Locust Street,Ste 2006,Des Moines,IA 50391-2006 (hereinafter called the Surety),as Surety are held and firmly bound unto City of Bozeman 121 N. Rouse Ave.,Suite 200,Bozeman,MT 59715 (hereinafter called the Obligee)in the penal sum of Ten Percent of the Total Amount Bid Dollars($ 10% ) for the payment of which the Principal and the Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally,firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH,That WHEREAS,the Principal has submitted or is about to submit a proposal to the Obligee on a contract for Alfred Stiff Professional Building Renovation,Bozeman,MT NOW, THEREFORE, If the said Contract be timely awarded to the Principal and the Principal shall, within such time as may be specified, enter into the Contract in writing, and give bond, if bond is required, with surety acceptable to the Obligee for the faithful performance of the said Contract,then this obligation shall be void;otherwise to remain in full force and effect. Signed and sealed this 12th day of December 2019 I Lutey Construction-The Craftsman Inc. (SCA11 Prirci al �^ Witness ' i ) -� 'I�-�.i�•(..i. . Title Nationwide MutualLIVsurance Company Sharresa Drahos,Bond Clerical Witness By 244,45��XZ'�e John D.T;eaf Attorney-in-Fact 0000004652 Power of Attorney KNOW ALL MEN BY THESE PRESENTS THAT: Nationwide Mutual Insurance Company,an Ohio corporation hereinafter referred to severalty as the"Company"and collectively as'the Companies"does hereby make,constitute and appoint: BLAINE D MARTIN; BROOKEA GARNESS; CHRISJERMUNSON; GARY PALADICHUK;JAMIE M ROE;JOHN D LEAF;JON TIERNEY; KAYE U MUZZANA; KIMBERLY HODSON; KRISTIN A PICCIONI; MARSHA HATTEL; MICHELLE SCHERMERHORN; ROBERT C PFENNIGS; SHARRESA DRAHOS; each in their Individual capacity,its true and lawful attorney-In-fact,with full power and authority to sign,seal,and execute on its behalf any and all bonds and undertakings,and other obligatory instruments of similar nature,In penalties not exceeding the sum of UNLIMITED and to bind the Company thereby,as fully and to the same extent as if such Instruments were signed by the duly authorized officers of the Company;and all acts of said Attorney pursuant to the authority given are hereby ratified and confirmed. This power of attorney is made and executed pursuant to and by authority of the following resolution duly adopted by the board of directors of the Company: "RESOLVED,that the president,or any vice president be,and each hereby is,authorized and empowered to appoint attorneys-in-fact of the Company, and to authorize them to execute and deliver on behalf of the Company any and all bonds,forms,applications,memorandums,undertakings, recognlzances,transfers,contracts of indemnity,policies,contracts guaranteeing the fidelity of persons holding positions of public or private trust,and other writings obligatory in nature that the business of the Company may require;and to modify or revoke,with or without cause,any such appointment or authority;provided,however,that the authority granted hereby shall in no way limit the authority of other duly authorized agents to sign and countersign any of said documents on behalf of the Company." "RESOLVED FURTHER,[hat such attorneys-in-fact shall have full power and authority to execute and deliver any and all such documents and to bind the Company subject to the(arms and Ilmi(alions of the pourer of attorney issued to them,and to affix the seal of the Company thereto;provided,however,that said seal shall not be necessary for the validity of any such documents." This power of attorney Is signed and sealed under and by the following bylaws duly adopted by the board of directors of the Company. Execution of Instruments.Any vice president,any assistant secretary or any assistant treasurer shall have the power and authority to sign or attest all approved documents,instruments,contracts,or other papers in connection with the operation of the business of[he company in addition to the chairman of the board,the chief executive officer,president,treasurer or secretary;provided,however,the signature of any of them may be printed,engraved,or stamped on any approved document,contract,Instrument,or other papers of the Company. IN WITNESS WHEREOF,(he Company has caused this instrument to be sealed and duly �attested by the signature of Its officer the 271h day of February,2019. 43�,_ &); ( v l Antonio C.Albanese,Vice President of Nationwide Mutual Insurance Company ACKNOWLEDGMENT ,�,rpNurvk.,�1 Ayr- I NN STATE OF NEW YORK,COUNTY OF NEW YORK:ss �l On this 2711 day of February,2019,before me came the above-named officer for the Company SFAL J.� aforesaid,to me personally known to be the officer described In and who executed the preceding '• a-"` instrument,and he acknowledged the execution of the same,and being by me duly sworn,deposes N......s and says,that he Is the officer of the Company aforesaid,that the seal affixed hereto is the � corporate seal of said Company,and the said corporate seal and his signature were duly affixed and subscribed to said Instrument by the authority and direction of said Company. SuuMe c.Deno - N.wy NWIC,Stile or New Eore ' No.02oE6116e79 1 //It // [/ OwAOed In VreuMslcr Caunry '�CL�lti•�f.'� r/1.•C.'�: '�-.�{/`- Comm7rlian Gpiru Saplember lE,2ot1 � Noury1u91[ Seplembu 16,]921 CERTIFICATE 1,Laura B.Guy,Assistant Secretary of the Company,do hereby certify that the foregoing is a full,true and correct copy of the original power of attorney Issued by the Company;that the resolution included(herein is a true and correct transcript from the minutes of the meetings of the boards of directors and the same has not been revoked or amended In any manner;that said Antonio C.Albanese was on the dale of the execution of the foregoing power of attorney the duly elected officer of the Company,and the corporate seal and his signature as officer were duly affixed and subscribed to the said Instrument by the authority of said board of directors;and the foregoing power of attorney Is still In full force and effect. IN WITNESS WHEREOF,I have hereunto subscribed my name as Assistant Secretary,and affixed the corporate seal of said Company this 12 TH day of RECENLER 2019 Assistant Secretary BDJ 1(02-19)00 This document Is void if VOID appears in the BLUE fine on the right,the Nationwide watermark is missing from the center of the page and/or the red consecutive number is missing from the upper right-hand corner.Contact us at 212-329.6900 if this document is void or if you have any questions. - - Exhibit C Construction Schedule )5:L74 -- ----------- - -�. � - — - . @ � �` � \ � � � � � � � ' � � � � � � � ' � | _ . .. _ , : ; � � � ) f � � � � � � � � � � � ; � « _ \�/ — - -/ � � � \ ! � � � : , � : � � � � i � . � � � � � � � i . _ .,_�. ., ; - - _ _ - � -_- : � � � � � ' � ( � � � | � ' ! | � � ; y \\ � � � � � � � � � � ( ( � � � � � � � � � � � � : �� - : . � � : : � | : � , 22 m� 2© : � | : , ; | ( . : ! ! � � ; � ——- : ' � � � � � - � � � | ! � ' � ( � � 1 � - z: --�\- --- y\ � � � \ � � ' . � . � � : ; , | � ! � � � � } � � � - — - � ! ' � � ) � � . � � : . � � ; � ; � i � - - — - . , � i ! . : � � � � - � —« _ �_ ' - / � . . . . ! ; � � � \ .\2 . � ( � ' ( � . � � � � � } � � � � ) � � � � - � y � : | [ ' � � ! � ( � � | � � � � � � � � � � � � ` _� e_. . - — . - - - � ( � � � � � � , � | � � : � � �\�� � ��� � � } � [ � � � � } � ' ' � � ! � � } � � � � � � � � � � � } � � ' � � � _ , ; . , ; : � : � . : - �w_ § � � � . � � � ! � � _2 ' - \ � ' . . � i � � � ; � ' � ( ; - � � _ � � ' � � � � � � , � � � ! | � ' � - —y- - � � | � \ : � � � � ! � ' : � � ( ! | � � � � � : � i : \\���\���_ ��/ � � � \ � � � � } � } � � � � � � � � � � ! � � | | � ; i i ) � � � � � -:��2««�����? � � � ( � � � � � : : � � � ' ! � � : � � � � � | � � � ' � � ( � � � / Exhibit D Compensation Schedule Contractor shall not demand or be entitled to receive payment for any work on the Construction Project, in whole or in part, except in the manner set forth herein. Monthly Progress Payments A. After the commencement of work on the Construction Project, the Contractor may request monthly progress payments by submitting an Application for Payment to the City's Representative during each successive calendar month, with a copy to the project architect or engineer. The Application for Payment must be based upon the actual or estimated percentage of work completed and materials supplied on the Construction Project prior to the date of the Application and shall be filled out and signed by the Contractor on a form provided by the City. Contractor shall attach all supporting documentation to the Application,including certified payroll records and receipts, to verify that the work claimed in the Application has been completed. Only one Application for Payment may be submitted within a calendar month. B. Beginning with the second Application for Payment, each Application shall also include an affidavit signed by the Contractor stating that all previous monthly progress payments received have been applied on account to discharge Contractor's obligations associated with the prior Applications for Payment. C. City and its architect or engineer shall promptly review all Applications for Payment and, within twenty-one (21) days after receipt of each Application, determine whether a progress payment should be disapproved in whole or in part. An Application for Payment is considered to have been received when it is submitted to City's Representative and is considered approved unless prior to the expiration of the 21-day period the City or its architect or engineer provides the Contractor with a written statement containing specific items that are being disapproved. A progress payment or any portion may be disapproved upon a claim o£ (1) unsatisfactory job progress; (2) failure to remedy defective construction work or materials; (3) disputed work or materials; (4) failure to comply with material provisions of this Agreement, drawings, plans, specifications for the Construction Project, or other required documents, including but not limited to, payroll certifications, insurance coverage, bonding, lien releases, warranties,material certifications, and test data; (5) failure of Contractor to make timely payment for claims including, but not limited to claims for labor, equipment,materials, subcontracts,taxes, fees, professional services, rent, and royalties; (6) damages to the City; (7) the existence of reasonable evidence that the Agreement cannot be completed for the unpaid balance of the Agreement's Compensation; and (8) Contractor's non-compliance with applicable federal, state, and local laws, rules, and ordinances. D. The City will furnish Contractor a written statement specifying a reason for disapproval that is listed in Section C above for which approval of the Application for Payment or a portion thereof is being withheld. If the City disapproves only a portion of an Application for Payment,the remainder of the Application for Payment is considered approved. Page 29 of 42 Version 12 14 15 E. If the City approves a monthly progress payment, the City shall withhold the five percent(5%) Retainage Amount from the total payment requested in the Application for Payment and may withhold an amount that is sufficient to pay the direct expenses that the City may reasonably expect will be necessary to correct any claim based on the eight (8) items set out in Section C above. City shall tender the balance of the approved monthly progress payment to Contractor within seven(7) days following the approval. F. Contractor understands that the Montana Public Contractors' Gross Receipts Tax requires all contractors or subcontractors working on a publicly funded project to pay or have withheld from earnings one percent (1%) of the gross contract price if the public contract price, including subcontracts attached thereto, is Five Thousand Dollars ($5,000) or more. If required, the City will withhold this tax from any payment made to Contractor and will remit the amount withheld to the Montana Department of Revenue. Contractor must withhold the tax from payments made to subcontractors by Contractor. G. City's approval of any progress payment shall not operate as City's acceptance of any portion of the Construction Project as complete or free of defects or nonconformities,nor shall it operate as a waiver of Contractor's obligations under the Agreement including, but not limited to, Contractor's testing and warranty obligations. Final Payment A. Upon completion of the Construction Project, Contractor shall submit a final Application for Payment to the City's Representative seeking payment of the remaining balance of Contractor's compensation, including all retainage amounts. Contractor shall attach all supporting documentation and receipts to the final Application for Payment to verify that the Construction Project has been fully and finally completed in compliance with all terms and conditions of the Agreement, including complete and legally effective releases or waivers of all liens or encumbrances that have been filed against the Construction Project, and a consent from all of Contractor's sureties to final payment. In addition, Contractor shall include an affidavit signed by the Contractor stating that all previous monthly progress payments received have been applied on account to discharge Contractor's obligations associated with the Construction Project and that the prior Applications for Payment and all claims asserted by any person arising from or related to the Construction Project have been settled or satisfied. In the event any claims have not been settled or satisfied, the Affidavit shall contain a complete listing of such claims, the name and address of each person making a claim, the facts and circumstances surrounding each claim, the amount of each claim, and the efforts made to date by Contractor to resolve, settle or satisfy each claim. B. City and its architect or engineer shall promptly review the final Application for Payment and,within twenty-one(21)days after receipt of the request, determine whether it should be disapproved in whole or in part. The final Application for Payment is considered to have been received when it is submitted to City's Representative and is considered approved unless the City's Representative provides the Contractor with a written statement containing specific items that are being disapproved prior to the expiration of the 21-day period. A final payment or any portion may be disapproved upon a claim of: (1) unsatisfactory job progress; (2) after City's final Page 30 of 42 Version 12 14 15 inspection of the Construction Project,Contractor has not completed all punch list items and failed to remedy defective construction work or materials; (3) disputed work or materials; (4) failure to comply with material provisions of this Agreement, drawings, plans, specifications for the Construction Project, or other required documents including, but not limited to, payroll certifications, insurance coverage, bonding, lien releases, warranties, material certifications, and test data; (5)failure of Contractor to make timely payment for claims including, but not limited to, claims for labor, equipment, materials, subcontracts, taxes, fees, professional services, rent, and royalties; (6) claims have been brought or liens have been filed against Contractor or the City related to the Construction Project, or any such claims have not been properly documented in Contractor's Affidavit; (7) damage to the City; (8) Contractor has not delivered all maintenance and operating instructions, marked-up record documents, and any other documents relating to the Construction Project as required by City; and (9) the Contractor is not in compliance with applicable federal, state, and local laws, rules, and ordinances and has not remedied the noncompliance. C. The City's Representative will furnish Contractor a written statement specifying a reason for disapproval that is listed in Section B above for which approval of the final Application for Payment or a portion thereof is being withheld. If the City disapproves only a portion of an Application for Payment, the remainder of the Application for Payment is considered approved. D. Final payment is due and payable within fourteen (14) days of the City's Representative's approval, but City may withhold an amount that is sufficient to pay the direct expenses that the City may reasonably expect will be necessary to correct any claim based on the nine (9) items set out in Section B above and any tax withholding required by law. Page 31 of 42 Version 12 14 15 Exhibit E Change of Work Specifications A. City may, at any time or from time to time, order changes, additions, deletions, or revisions to the work on the Construction Project by submitting a written Change Order to Contractor on a form as provided for by the City. Upon receipt of any Change Order, Contractor shall comply with the terms of the changed work as reflected in the Change Order. B. City and Contractor shall negotiate in good faith for an agreement as to any increase or decrease in the Contractor's compensation that results from any Change Order. The increased or decreased Contractor's compensation shall be set forth in the Change Order and both the City and the Contractor shall sign the Change Order as an indication of their respective acceptance of the changes and modifications to the Agreement. In the event the City and Contractor are unable to agree upon the increase or decrease in Contractor's compensation resulting from any Change Order, such increase or decrease shall be determined as follows: 1. increases to Contractor's compensation shall be calculated as follows and shall be evidenced by Contractor's submission to the City of its actual supporting documentation including time slips/cards, invoices, and receipts: a. by unit prices otherwise set forth in the Agreement or subsequently agreed upon; b. by an agreed upon lump sum; or C. by the cost of the work and an agreed upon mark-up for Contractor's overhead and profit, with the costs of the work determined as follows: (i) Contractor's actual, direct payroll expenses for the cost of labor. Payroll expenses shall only include actual gross wages paid, without any deductions, withholding, or overhead. The agreed upon mark-up fee shall cover Contractor's liability insurance, workers' compensation, and Social Security taxes applicable to said wages, Contractor's reasonable profit, the costs for the use of small tools and equipment not otherwise classified under heavy equipment use, and Contractor's general overhead expenses. (ii) Contractor's actual cost of materials,including actual transportation costs, for all materials supplied by Contractor. (iii) Costs for the use of heavy equipment and the transportation of the same. Such costs shall be the actual rental fees incurred for the use of the heavy equipment and the actual costs of transporting such heavy equipment to and from the site of the Construction Project. Page 32 of 42 Version 12 14 15 2. decreases to Contractor's compensation shall be determined by the City's good faith estimate. If Contractor disagrees with such good faith estimate, Contractor can avail itself of the Dispute Resolution provisions set forth in the Agreement. C. Except for minor modifications in the work not involving an increase of costs or Contractor's compensation and not inconsistent with the purposes of the work required by the Agreement, and except in an emergency situation which endangers life or property, no change to the work requirements shall be made unless pursuant to a written Change Order duly executed. D. Contractor shall not be entitled to any increase in the Contractor's compensation or the extension of any deadlines set forth in Construction Schedule with respect to any work performed by Contractor that is not required by the terms and conditions of the Agreement and is not contained in a duly executed Change Order. Page 33 of 42 Version 12 14 15 Exhibit F Insurance Coverage CRAFINC-01 KMUZZANA .4�RO CERTIFICATE OF LIABILI u Y INSURANCE DATE(M 1/17/202YYY) 2020 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 License#0696868 cNR�EAcr Kaye Muzzana HUB International Mountain States Limited PHONE No,Ell):(406)532-3896 FAIc,No): 2703 Conn erY WaY (A/ IL Missoula,MT 59908 ADD�Ess:kaye.muzzana@hubinternational.com INSURERS AFFORDING COVERAGE NAIC# INSURERA:United Fire&Casualty 13021 INSURED INSURER B:Ohio Security Insurance Company 24082 The Craftsman,Inc.;Lutey Construction INSURER C: 420 S 13th Ave INSURER D: Bozeman,MT 59715 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP L INSD WVD MMIDDIYYYYI (MMfDD[YYYYI LIMITS A X COMMERCIALGENERALLIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE [K OCCUR 60405221 7/8/2019 7/8/2020 AMAGE TO RENTED 100,000 X P DRE ISES Ea occurrence) S MED EXP(Any one arson $ 5,000 PERSONAL&ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY�X 3 E0. LOC PRODUCTS-COMP/OP AGG S 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY EO aBINEDISINGLE LIMIT $ 1,000,000 JX ANY AUTO 60406221 7/8/2019 7/8/2020 BODILY INJURY Per erson $ OWNED SCHEDULEDBODILY INJURY Per accident S AUTEEOS ONLY AUTOSWN �AUT03ONLY Ix AUTO ONLDY Mora dent AMAGE $ S A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE S 2,000,000 EXCESS LIAB CLAIMS-MADE 60406221 7/8/2019 7/8/2020 AGGREGATE $ 2,000,000 DED I I RETENTIONS $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE I I ER ANY PROPRIETOR/PARTNER/EXECUIIVE ❑ OFFICER/MEMgg7 EXCLUDED? NIA E.L.EACH ACCIDENT 5 (Mandatory In N I E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT S B Installation/Build BMC60857770. 1/16/2020 1/16/2021 Builders Risk 884,584 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD iOl,Addidonal Remarks Schedule,may be attached If more space is required) Project: Alfred Stiff Professional Builiding The City of Bozeman,its officers,agents,and employees are additional insureds on primary and non-contributory basis including products and completed operations if required by written contract.Refer to forms CG71030717,CG71310215 and IL71051014 attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Bozeman THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN tY ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 1231 Bozeman,MT 59771-1231 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD IL71 05 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART COMMERCIAL UMBRELLA COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured; (3) The additional insured gives us prompt written notice of any 'occurrence" which may result in a claim and prompt written notice of"suit"; (4) The additional insured immediately forwards all legal papers to us, cooperates in the investigation or settlement of the claim or defense against the"suit', and otherwise complies with policy conditions. (5) The additional insured must tender the defense and indemnity of any claim or"suit" to any other insurer which also insures against a loss we cover under this policy. This includes, but is not limited to, any insurer which has issued a policy of insurance in which the additional insured qualifies as an insured. For the purpose of this requirement, the term "insures against' refers to any self-insurance and to any insurer which issued a policy of insurance that may provide coverage for the loss, regardless of whether the additional insured has actually requested that the insurer provide the additional insured with a defense and/or indemnity under that policy of insurance. (6)The additional insured agrees to make available any other insurance that the additional insured has for a loss we cover under this policy. IL 71 05 10 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 CG 71 03 07 17 ULTRA LIABILITY PLUS ENDORSEMENT COMMERCIAL GENERAL LIABILITY EXTENSION ENDORSEMENT SUMMARY OF COVERAGES This is a summary of the various additional coverages and coverage modifications provided by this endorsement. No coverage is provided by this summary. * Extended Property Damage * Expanded Fire Legal Liability to include Explosion, Lightning and Sprinkler Leakage * Coverage for non-owned watercraft is extended to 51 feet in length * Property Damage - Borrowed Equipment * Property Damage Liability - Elevators *Coverage D - Voluntary Property Damage Coverage $5,000 Occurrence with a $10,000 Aggregate * Coverage E - Care, Custody and Control Property Damage Coverage $25,000 Occurrence with a$100,000 Aggregate - $500 Deductible * Coverage F - Electronic Data Liability Coverage - $50,000 * Coverage G - Product Recall Expense $25,000 Each Recall Limit with a $50,000 Aggregate - $1,000 Deductible *Coverage H -Water Damage Legal Liability - $25,000 * Increase in Supplementary Payments: Bail Bonds to $1,000 * Increase in Supplementary Payments: Loss of Earnings to $500 * For newly formed or acquired organizations -extend the reporting requirement to 180 days * Broadened Named Insured *Automatic Additional Insured - Owners, Lessees or Contractors - Automatic Status When Required in Construction Agreement With You — Including Upstream Parties *Automatic Additional Insured -Vendors *Automatic Additional Insured - Lessor of Leased Equipment Automatic Status When Required in Lease Agreement With You *Automatic Additional Insured - Managers or Lessor of Premises *Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured *Additional Insured - Employee Injury to Another Employee *Automatically included -Aggregate Limits of Insurance (per location) *Automatically included -Aggregate Limits of Insurance (per project) * Knowledge of occurrence - Knowledge of an 'occurrence", "claim or suit" by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee * Blanket Waiver of Subrogation * Liberalization Condition * Unintentional failure to disclose all hazards. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. * Mobile equipment to include snow removal, road maintenance and street cleaning equipment less than 1,000 Ibs GVW * Bodily Injury Redefined REFER TO THE ACTUAL ENDORSEMENT FOLLOWING ON PAGES 2 THROUGH 12 FOR CHANGES AFFECTING YOUR INSURANCE PROTECTION CG 71 03 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 12 CG 71 03 07 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ULTRA LIABILITY PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION I - COVERAGES A. The following changes are made at COVERAGE A- BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Extended Property Damage At 2. Exclusions exclusion a. Expected or Intended Injury is replaced with the following: "Bodily injury" or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 2. Expanded Fire Legal Liability At 2. Exclusions the last paragraph is deleted and replaced by the following: Exclusions c. through n. do not apply to damage by fire, explosion, lightning, smoke resulting from such fire, explosion, or lightning or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III - LIMITS OF INSURANCE . 3. Non-Owned Watercraft At 2. Exclusions exclusion g. Aircraft, Auto Or Watercraft (2) (a) is deleted and replaced by the following: (a) Less than 51 feet long; 4. Property Damage —Borrowed Equipment At 2. Exclusions the following is added to paragraph (4) of exclusion j. Damage To Property: This exclusion does not apply to "property damage" to borrowed equipment while at a jobsite and while not being used to perform operations. The most we will pay for "property damage" to any one piece of borrowed equipment under this coverage is $25,000 per occurrence. The insurance afforded under this provision is excess over any valid and collectible property insurance (including deductible) available to the insured, whether primary, excess, contingent or on any other basis. 5. Property Damage Liability —Elevators At 2. Exclusions the following is added to paragraphs (3), (4) and (6) of exclusion j. Damage To Property: This exclusion does not apply to "property damage" resulting from the use of elevators. However, any insurance provided for such "property damage" is excess over any valid and collectible property insurance (including deductible) available to the insured, whether primary, excess, contingent or on any other basis. B. The following coverages are added: 1. COVERAGE D -VOLUNTARY PROPERTY DAMAGE COVERAGE "Property damage" to property of others caused by the insured: a. While in your possession; or b. Arising out of"your work". Coverage applies at the request of the insured, whether or not the insured is legally obligated to pay. For the purposes of this Voluntary Property Damage Coverage only: Exclusion j. Damage to Property is deleted and replaced by the following: CG 71 03 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 12 CG 71 03 07 17 j. Damage to Property "Property damage" to: (1) Property held by the insured for servicing, repair, storage or sale at premises you own, rent, lease, operate or use; (2) Property transported by or damage caused by any "automobile", "watercraft" or "aircraft" you own, hire or lease; (3) Property you own, rent, lease, borrow or use. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE For the purposes of this Voluntary Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for each coverage, and we are granted discretion in making payments under this coverage. 2. COVERAGE E -CARE, CUSTODY AND CONTROL PROPERTY DAMAGE COVERAGE For the purpose of this Care, Custody and Control Property Damage Coverage only: a. Item (4) of exclusion j. does not apply. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE For the purposes of this Care, Custody and Control Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for each coverage, and we are granted discretion in making payments under this coverage. 3. COVERAGE F -ELECTRONIC DATA LIABILITY COVERAGE For the purposes of this Electronic Data Liability Coverage only: a. Exclusion p. of Coverage A — Bodily Injury And Property Damage Liability in Section I — Coverages is replaced by the following: 2. Exclusions This insurance does not apply to: p. Electronic data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data" that does not result from physical injury to tangible property. However, this exclusion does not apply to liability for damages because of"bodily injury" b. "Property damage" means: (1) Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or (2) Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the 'occurrence" that caused it; or (3) Loss of, loss of use of, damage to, corruption of, inability to access or 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 Electronic Data Liability Coverage, "electronic data" is not tangible property. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE 4. COVERAGE G -PRODUCT RECALL EXPENSE a. Insuring Agreement (1) We will pay 90% of"product recall expense" you incur as a result of a "product recall' you initiate during the coverage period. (2) We will only pay for "product recall expense" arising out of "your products" which have been physically relinquished to others. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE CG 71 03 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 12 CG 71 03 07 17 b. Exclusions This insurance does not apply to "product recall expense" arising out of: (1) Any fact, circumstance or situation which existed at the inception date of the policy and which you were aware of, or could reasonably have foreseen that would have resulted in a "product recall". (2) Deterioration, decomposition or transformation of a chemical nature, except if caused by an error in the manufacture, design, processing, storage, or transportation of"your product'. (3) The withdrawal of similar products or batches that are not defective, when a defect in another product or batch has been found. (4) Acts, errors or omissions of any of your employees, done with prior knowledge of any of your officers or directors. (5) Inherent vice, meaning a natural condition of property that causes it to deteriorate or become damaged. (6) "Bodily injury" or"property damage". (7) Failure of "your product' to accomplish its intended purpose, including any breach of warranty of fitness, quality, efficacy or efficiency, whether written or implied. (8) Loss of reputation, customer faith or approval, or any costs incurred to regain customer market, or any other consequential damages. (9) Legal fees or expenses. (10) Damages claimed for any loss, cost or expense incurred by you or others for the loss of use of "your product'. (11) "Product recall expense" arising from the "product recall' of any of "your products" for which coverage is excluded by endorsement. (12) Any "product recall' initiated due to the expiration of the designated shelf life of"your product'. 5. COVERAGE H -WATER DAMAGE LEGAL LIABILITY The Insurance provided under Coverage H (Section 1) applies to "property damage" arising out of water damage to premises that are both rented to and occupied by you. The Limit under this coverage shall not be in addition to the Damage To Premises Rented To You Limit. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE C. SUPPLEMENTARY PAYMENTS -COVERAGES A AND B is amended: 1. To read SUPPLEMENTARY PAYMENTS 2. Bail Bonds Item 1.b. is amended as follows: b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 3. Loss of Earnings Item 1.d. is amended as follows: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit', including actual loss of earnings up to $500 a day because of time off from work. 4, The following language is added to Item 1. However, we shall have none of the duties set forth above when this insurance applies only for Voluntary Property Damage Coverage and/or Care, Custody or Control Property Damage Coverage and we have paid the Limit of Liability or the Aggregate Limit for these coverages. CG 71 03 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 12 CG 71 03 07 17 SECTION II - WHO IS AN INSURED A. The following change is made: Extended Reporting Requirements Item 3.a. is deleted and replaced by the following a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. B. The following provisions are added: 4. BROAD FORM NAMED INSURED Item 1.f. is added as follows: f. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period only if there is no other similar insurance available to that entity. However: (1) Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired more than 50 percent of the voting stock; and (2) Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired more than 50 percent of the voting stock. 5. Additional Insured - Owners, Lessees or Contractors-Automatic Status When Required in Construction or Service Agreement With You —Including Upstream Parties a. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; b. Any other person or organization you are required to add as an additional insured under the contract or agreement described in Paragraph a. above. Such person(s) or organization(s) is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" which may be imputed to that person or organization directly arising out of: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. c. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the 'occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. CG 71 03 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 12 CG 71 03 07 17 2. "Bodily injury" or "property damage" occurring after: a. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or b. That portion of"your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. 6. Additional Insured -Vendors a. Any person(s) or organization(s) (referred to throughout this additional coverage as vendor), but only with respect to "bodily injury" or "property damage", which may be imputed to that person(s) or organization(s) arising out of "your products" shown with the Schedule which are distributed or sold in the regular course of the vendor's business is an insured. However: (1) The insurance afforded to such vendor only applies to the extent permitted by law; and (2) If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. b. With respect to the insurance afforded to these vendors, the following additional exclusions apply: (1) This insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container. (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of products. (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product. (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: i. The exceptions contained in Sub-paragraphs d. or f.; or ii. Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. CG 71 03 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 12 CG 71 03 07 17 7. Additional Insured — Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement With You a. Any person(s) or organization(s) from whom you lease equipment when you and such person(s) or organization(s) have agreed in writing in a contract or agreement that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an insured only with respect to your liability for "bodily injury", "property damage" or "personal and advertising injury" directly arising out of the maintenance, operation or use of equipment leased to you, which may be imputed to such person or organization as the lessor of equipment. However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 8. Additional Insured —Managers or Lessors of Premises a. Any person(s) or organization(s), but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 9. Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured a. Any architects, engineers or surveyors who are not engaged by you are insureds, but only with respect to liability for "bodily injury" or"property damage" or "personal and advertising injury" which may be imputed to that architect, engineer or surveyor arising out of: (1) Your acts or omissions; or (2) Your acts or omissions of those acting on your behalf; in the performance of your ongoing operations performed by you or on your behalf. But only if such architects, engineers or surveyors, while not engaged by you, are contractually required to be added as an additional insured to your policy. However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. b. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services, including: CG 71 03 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 12 CG 71 03 07 17 (1) The preparing, approving, or failing to prepare or approve, maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or (2) Supervisory, inspection or engineering services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the 'occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services. 10. Additional Insured- Employee Injury to Another Employee With respect to your "employees" who occupy positions which are supervisory in nature: Paragraph 2.a.(1) of SECTION II —WHO IS AN INSURED is amended to read: a. "Bodily injury" or"personal and advertising injury" (1) To you, to your partners or members (if you are a partnership or joint venture), or to your members (if you are a limited liability company); (2) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph (1)(a) above; or (3) Arising out of his or her providing or failing to provide professional healthcare services. Paragraph 3.a. is deleted. For the purpose of this Item 10 only, a position is deemed to be supervisory in nature if that person performs principle work which is substantially different from that of his or her subordinates and has authority to hire, direct, discipline or discharge. SECTION III - LIMITS OF INSURANCE A. The following Items are deleted and replaced by the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and c. Damages under Coverage B; and d. Damages under Coverage H. 3. The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" and Coverage G. 6. Subject to 5. above, the Damage to Premises Rented to You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, explosion, lightning, smoke resulting from such fire, explosion, or lightning or sprinkler leakage while rented to you or temporarily occupied by you with permission of the owner. B. The following are added: 8. Subject to Paragraph 5. of SECTION III — LIMITS OF INSURANCE $25,000 is the most we will pay under Coverage H for Water Damage Legal Liability. Coverage G -Product Recall Expense 9. Aggregate Limit $50,000 Each Product Recall Limit $25,000 a. The Aggregate Limit shown above is the most we will pay for the sum of all "product recall expense" you incur as a result of all "product recalls" you initiate during the endorsement period. CG 71 03 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 12 CG 71 03 07 17 b. The Each Product Recall Limit shown above is the most we will pay, subject to the Aggregate and $1,000 deductible, for "product recall expense" you incur for any one "product recall' you initiate during the endorsement period. We will only pay for the amount of "product recall expenses" which are in excess of the deductible amount. The deductible applies separately to each "product recall'. The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. 10. Aggregate Limits of Insurance (Per Location) The General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 11. Aggregate Limits of Insurance (Per Project) The General Aggregate Limit applies separately to each of your projects away from premises owned by or rented to you. 12. With respects to the insurance afforded to additional insureds afforded coverage by items 5 through 10 of SECTION II —WHO IS AN INSURED above, the following is added: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; b. Available under the applicable Limits of Insurance shown in the Declarations; Whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 13 Subject to 5. of SECTION III — LIMITS OF INSURANCE, a $5,000 'occurrence" limit and a $10,000 "aggregate" limit is the most we will pay under Coverage A for damages because of "property damage" covered under Coverage D -Voluntary Property Damage Coverage. For the purposes of this Voluntary Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for each coverage, and we are granted discretion in making payments under this coverage. 14. Subject to 5. of SECTION III — LIMITS OF INSURANCE , a $25,000 'occurrence" limit and a $100,000 "aggregate" limit is the most we will pay under Coverage E -Care, Custody and Control Coverage regardless of the number of: a. Insureds; b. Claims made or"suits" brought; or c. Persons or organizations making claims or bringing "suits". Deductible - Our obligation to pay damages on your behalf applies only to the amount of damages in excess of $500. This deductible applies to all damages because of "property damage" as the result of any one 'occurrence" regardless of the number of persons or organizations who sustain damages because of that 'occurrence". We may pay any part or all of the deductible amount to effect settlement of any claim or "suit' and upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. As respects this coverage "aggregate" is the maximum amount we will pay for all covered 'occurrences" during one policy period. For the purposes of this Care, Custody and Control Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for each coverage, and we are granted discretion in making payments under this coverage. CG 71 03 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 12 CG 71 03 07 17 15. Subject to 5. of SECTION III — LIMITS OF INSURANCE , the most we will pay for "property damage" under Coverage F - Electronic Data Liability Coverage for loss of "electronic data" is $50,000 without regard to the number of'occurrences". SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS A. The following conditions are amended: 1. Knowledge of Occurrence a. Condition 2., Items a. and b. are deleted and replaced by the following: (1) Duties In The Event Of Occurrence, Offense, Claim Or Suit (a) You must see to it that we are notified as soon as practicable of an 'occurrence" or an offense which may result in a claim. Knowledge of an 'occurrence" by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee. To the extent possible, notice should include: i. How, when and where the 'occurrence" took place; ii. The names and addresses of any injured persons and witnesses, and iii. 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 any insured, you must: i. Immediately record the specifics of the claim or"suit' and the date received; and ii. Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit' as soon as practicable. Knowledge of a claim or "suit' by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee. 2. Where Broad Form Named Insured is added in SECTION II — WHO IS AN INSURED of this endorsement, Condition 4. Other Insurance b. Excess Insurance (1).(a) is replaced by the following: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to an insured solely by reason of ownership by you of more than 50 percent of the voting stock, and not withstanding any other language in any other policy. This provision does not apply to a policy written to apply specifically in excess of this policy. B. The following are added: 10. Condition (5) of 2. "Duties in the event Occurrence, Offense, Claim or Suit" c. You or any other involved insured must: (5) Upon our request, replace or repair the property covered under Voluntary Property Damage Coverage at your actual cost, excluding profit or overhead. 11. Blanket Waiver Of Subrogation We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of: premises owned or occupied by or rented or loaned to you, ongoing operations performed by you or on your behalf, done under a contract with that person or organization, "your work", or "your products". We waive this right where you have agreed to do so as part of a written contract, executed by you before the "bodily injury" or "property damage" occurs or the "personal and advertising injury" offense is committed. 12. Liberalization If a revision to this Coverage Part, which would provide more coverage with no additional premium becomes effective during the policy period in the state designated for the first Named Insured shown in the Declarations, your policy will automatically provide this additional coverage on the effective date of the revision. CG 71 03 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 10 of 12 CG 71 03 07 17 13. Unintentional Failure to Disclose All Hazards Based on our reliance on your representations as to existing hazards, if you unintentionally should fail to disclose all such hazards at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. 14. The following conditions are added in regard to Coverage G - Product Recall Expense In event of a "product recall', you must a. See to it that we are notified as soon as practicable of a "product recall'. To the extent possible, notice should include how, when and where the "product recall' took place and estimated "product recall expense". b. Take all reasonable steps to minimize "product recall expense". This will not increase the limits of insurance. c. If requested, permit us to question you under oath at such times as may be reasonably required about any matter relating to this insurance or your claim, including your books and records. Your answers must be signed. d. Permit us to inspect and obtain other information proving the loss. You must send us a signed, sworn statement of loss containing the information we request to investigate the claim. You must do this within 60 days after our request. e. Cooperate with us in the investigation or settlement of any claim. f. Assist us upon our request, in the enforcement of any rights against any person or organization which may be liable to you because of loss to which this insurance applies. SECTION V - DEFINITIONS A. At item 12. "Mobile equipment" the wording at f.(1) is deleted and replaced by the following: f.(1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; except for such vehicles that have a gross vehicle weight less than 1,000 Ibs which are not designed for highway use. B. Item 3. "bodily injury" is deleted and replaced with the following: 3. "Bodily injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sickness or disease. C. The following definitions are added for this endorsement only: 23. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tape drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 24. 'Product recall' means a withdrawal or removal from the market of "your product" based on the determination by you or any regulatory or governmental agency that: a. The use or consumption of "your product' has caused or will cause actual or alleged "bodily injury" or "property damage"; and b. Such determination requires you to recover possession or control of "your product' from any distributor, purchaser or user, to repair or replace "your product', but only if "your product' is unfit for use or consumption, or is hazardous as a result of: (1) An error or omission by an insured in the design, manufacturing, processing, labeling, storage, or transportation of"your product'; or (2) Actual or alleged intentional, malicious or wrongful alteration or contamination of "your product' by someone other than you. CG 71 03 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 11 of 12 CG 71 03 07 17 25. "Product recall expense" means reasonable and necessary expenses for: a. Telephone, radio and television communication and printed advertisements, including stationery, envelopes and postage. b. Transporting recalled products from any purchaser, distributor or user, to locations designated by you. c. Remuneration paid to your employees for overtime, as well as remuneration paid to additional employees or independent contractors you hire. d. Transportation and accommodation expense incurred by your employees. e. Rental expense incurred for temporary locations used to store recalled products. f. Expense incurred to properly dispose of recalled products, including packaging that cannot be reused. g. Transportation expenses incurred to replace recalled products. h. Repairing, redistributing or replacing covered recalled products with like products or substitutes, not to exceed your original cost of manufacturing, processing, acquisition and/or distribution. These expenses must be incurred as a result of a "product recall'. CG 71 03 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 12 of 12 CG 71 31 02 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS- COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Location And Description Of Completed Operations Organization(s) As required by written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to your liability for "bodily injury" or "property damage"which may be imputed to that person(s) or organization(s) directly arising out of "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and only for that liability included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contractor agreement, the insurance afforded to such additional insured will not be broader than that which you are required By the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings or specifications; or b. Supervisory, inspection, architectural or engineering activities. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 71 31 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 1 CG 71 31 02 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS- COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Location And Description Of Completed Operations Organization(s) As required by written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to your liability for "bodily injury" or "property damage"which may be imputed to that person(s) or organization(s) directly arising out of "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and only for that liability included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contractor agreement, the insurance afforded to such additional insured will not be broader than that which you are required By the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings or specifications; or b. Supervisory, inspection, architectural or engineering activities. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 71 31 02 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 1 CRAFINC-01 KMUZZANA '4�o,Ro CERTIFICATE OF LIABILITY INSURANCE DATE 1 1/16/216/2020 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 endorsements. PRODUCER License#0696868 CNRO EACT Kaye Muzzana HUB International Mountain States Limited PHONE to,Et):(406)532-3896 FAX No): 2703 Connery Way �M q�L Missoula,MT 59808 EDDREss:kaye.muzzana@hubinternational.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Mid-Continent Casualty Company 23418 INSURED INSURERS: City of Bozeman INSURERC: P O Box 1231 INSURER D: Bozeman,MT 59771-1231 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF LICY FJ(P LIMITS L INSD WVD MM/DD/YYYY PO/DDfYYYY A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS-MADE OCCUR 040CP001004322 1/16/2020 1/16/2021 DAMAGE TO RENTED 0 X Owner's&Contractor PREMISES Ea occurrence $ MED EXP(Any oneperson) S 0 PERSONAL&ADV INJURY $ 0 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 POLICY❑jECT LOC PRODUCTS-COMP/OPAGG $ 0 OTHER: S AUTOMOBILE LIABILITY (CEO,eeGd'n SINGLE LIMIT $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILYBOODILY INJURY Per accident $ AUTOS ONLY AUTOS ONLDY PROaE d nt SAGE $ S UMBRELLA LJAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE S DED I I RETENTIONS S WORKERS COMPENSATION PER OTH-_ AND EMPLOYERS'LIABILrrY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S OFFICER/MEMBW EXCLUDED9 N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101 Additional Remarks Schedule,maybe attached If more space Is required) re: Alfred Stiff Professional Building;Contractor,Lutey donstruction,The Craftsman CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Bozeman THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ACCORDANCE WITH THE POLICY PROVISIONS. P O Box 1231 Bozeman,MT 69771-1231 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CRAFINC-01 KMUZZANA CERTIFICATE OF LIABILITY INSURANCE DATE(M/202YYY) 1/162020 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 License#0696868 CA TEA Kaye Muzzana HUB International Mountain States Limited H NNo,Exe):(406 532-3896 FAX 2703 Conn ery Wayy ( ) (A/C,No): Missoula,MT 59808 ADORkss:kaye.muzzana@hubinternational.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Montana State Fund INSURED INSURER B Lutey Construction,The Craftsman,Inc. INSURERC: 420 S 13th Ave INSURER D: Bozeman,MT 59715 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER M IDDIYYYY) (MMfDDIYYYYI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS-MADE OCCUR PREMISESa oNccTurre e $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY JELQT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident) $ ANY AUTO BODILY INJURY Perperson) S OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident S AURTOS ONLY AUTNOS ONLYY ( .OF dent AMAGE S S UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTIONS $ A WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE 031443278 7/1/2019 7/1/2020 1,000,000 OFFICER�MEMBW EXCLUDED? NIA E.L.EACH ACCIDENT $ (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) re: Alfred Stiff Professional Building CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Bozeman THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. P 0 Box 1231 Bozeman,MT 59771-1231 AUTHORIZED REPRkESSEENNTTAAT'lVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Exhibit G Required Bonds Contractor shall make, execute, purchase, maintain and deliver to City performance and payment bonds in an amount at least equal to the Contractor's compensation under this Agreement, conditioned that the Contractor shall faithfully perform of all of Contractor's obligations under this Agreement and pay all laborers,mechanics,subcontractors,material suppliers and all persons who supply the Contractor or Contractor's subcontractors with provisions,provender,material, or supplies for performing work on the Construction Project. All bonds must be obtained with a surety company that is duly licensed and authorized to transact business within the state of Montana and to issue bonds for the limits so required. The surety company must have a Best's Financial Strength Rating of A, as rated by the A. M. Best Co., or an equivalent rating from a similar rating service. All bonds must remain in effect throughout the life of this Agreement and for a minimum of one (1) year following the date of expiration of Contractor's warranties. A certified copy of the agent's authority to act must accompany all bonds signed by an agent. If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business within the state of Montana is terminated, Contractor shall promptly notify City and shall within twenty(20) days after the event giving rise to such notification,provide another bond with another surety company, both of which shall comply with all requirements set forth herein. Bond Types and Amounts: 1. Performance Bond Equal to Contractor's compensation amount 2. Labor and Materials Bond Equal to Contractor's compensation amount Page 36 of 42 Version 12 14 15 PAYMENT BOND (Insert full legal name and address of Contractor) as Principal, hereinafter called CONTRACTOR, and: (Insert full legal name and address of Surety) as Surety, hereinafter called SURETY, are held and firmly bound unto: City of Bozeman,Montana 121 North Rouse Ave. PO Box 1230 Bozeman,MT 59771-1230 as Obligee, hereinafter called CITY, for the use and benefit of claimants as hereinbelow defined in the amount of: (Dollars) ($ ) for the payment, whereof CONTRACTOR and SURETY bind themselves, their heirs, executors, administrators, successors and assigns,jointly and severally. WHEREAS, CONTRACTOR has, by written agreement dated 20_, entered into a contract with CITY for: Professional Building Renovation Proiect (Insert project name) in accordance with drawings and specification prepared by: Architecture 118 (Insert company name) which contract is by reference made a part hereof, and is hereinafter referred to as the Agreement. NOW, THEREFORE, the condition of this obligation is such that if CONTRACTOR shall promptly make payments to all claimants as hereinafter defined, for all labor and materials used or reasonably required for use in the performance of the Agreement, and any duly authorized modifications that may hereafter be made, then this obligation shall be void; otherwise, it shall remain in full force and effect, subject, however, to the following conditions: Version 12 16 15 Page 1 of 3 1. A claimant is defined as one having a direct contract with the CONTRACTOR or with a subcontractor of CONTRACTOR as defined by Title 18, Chapter 2, Part 2, MCA, for labor, materials, or both, used or reasonably required for use in the performance of the Agreement; labor and material being construed to include that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental of equipment directly applicable to the Agreement. 2. The above named CONTRACTOR and SURETY hereby jointly and severally agree with CITY that every claimant as herein defined who has not been paid in full before the expiration of a period of ninety (90) days after the date on which the last of such claimant's work or labor was done or performed, or materials were furnished by such claimant, may sue on this Bond for the use of such claimant in the name of CITY, prosecute the suit to final judgment for such sum or sums as may be justly due claimant, and have execution thereon, provided, however, that CITY shall not be liable for the payment of any costs or expenses of any such suit. 3. A claimant may only commence a suit or action: a. If the claimant has complied with applicable state laws; and b. In District Court located in and for Gallatin County, Montana, in Bozeman Municipal Court, if applicable, or in the United States District Court for the district in which the project, or any part thereof, is situated and not elsewhere. 4. Special exceptions: 5. The amount of this Bond shall be reduced by and to the extent of any payment or payments made in good faith hereunder, inclusive of the payments by SURETY of construction liens which may be filed on record against said improvement,whether or not claim for the amount of such lien be presented under and against this Bond. Version 12 16 15 Page 2 of 3 IN WITNESS WHEREOF, this instrument is executed in counterparts, each one (number) of which shall be deemed an original, this the day of ,20_ CONTRACTOR AS PRINCIPAL: SURETY: (Seal) Company Name Surety Name and Corporate Seal By: (Seal) By: Signature Signature Attorney-in-Fact Printed Name Printed Name (Attach Power of Attorney) Title Attest: Attest: Signature Signature Title Title NOTE: Date of Bond must not be prior to date of Contract. If CONTRACTOR is a partnership, all partners must execute Bond. Version 12 16 15 Page 3 of 3 PERFORMANCE BOND (Insert full legal name and address of Contractor) as Principal, hereinafter called CONTRACTOR, and: (Insert full legal name and address of Surety) as Surety, hereinafter called SURETY, are held and firmly bound unto: City of Bozeman,Montana 121 North Rouse Ave. PO Box 1230 Bozeman,MT 59771-1230 as Obligee,hereinafter called CITY, in the amount of: (Dollars) ($_ ) for the payment, whereof CONTRACTOR and SURETY bind themselves, their heirs, executors, administrators,successors, and assigns,jointly and severally. WHEREAS, CONTRACTOR has, by written agreement dated 20_, entered into a contract with CITY for: Professional Building Renovation Proiect (Insert project name) in accordance with drawings and specifications prepared by: Architecture 118 (Insert company name) which contract is by reference made a part hereof, and is hereinafter referred to as the Agreement. NOW, THEREFORE, the condition of this obligation is such that if CONTRACTOR shall promptly and faithfully perform said Agreement, then this obligation shall be null and void; otherwise it shall remain in full force and effect. As a minimum, this obligation shall remain in full force and effect beyond the completion of all work to include the correction period as specified in the Contract Documents. The SURETY hereby waives notice of any alteration or extension of time made by CITY. Revised 9/2/11 1 Whenever CONTRACTOR shall be, and declared by CITY to be, in default under the Agreement, CITY having performed CITY's obligations thereunder, the SURETY may promptly remedy the default or shall promptly: 1. Complete the Agreement in accordance with its terms and conditions; or 2. Obtain a bid or bids for completing the Agreement in accordance with its terms and conditions, and upon determination by SURETY of the lowest responsible bidder, or, if CITY elects, upon determination by CITY and the SURETY jointly of the lowest responsible bidder, arrange for a contract between such bidder and CITY, and make available as work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the contract price; but not exceeding, including other costs and damages for which SURETY may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the contract price," as used in this paragraph, shall mean the total amount payable by CITY to CONTRACTOR under the Agreement and any amendments thereto, less the amount properly paid by CITY to CONTRACTOR. No right of action shall accrue on this Bond to or for the use of any person or corporation other than CITY named herein or the heirs, executors, administrators, or successors of CITY. IN WITNESS WHEREOF, this instrument is executed in counterparts, each one (number) of which shall be deemed an original, this the day of ,20_ CONTRACTOR AS PRINCIPAL: SURETY: (Seal) Company Name Surety Name and Corporate Seal By: (Seal) By: Signature Signature Attorney-in-Fact Printed Name Printed Name (Attach Power of Attorney) Title Attest: Attest: Signature Signature Title Title NOTE: Date of Bond must not be prior to date of Contract. If CONTRACTOR is a partnership, all partners must execute Bond. Revised 9/2/11 2 Exhibit H Drawings, Plans and Specifications The Drawings, Plans and Specifications provided by the City or its architect or engineer are hereby incorporated by reference to this Agreement. • Drawings and specifications were included in the Bid Package for the Professional Building Renovation Project • Electronic copies are located at the following Links: • Bid Drawings: http://weblink.bozeman.net/WebLink8/0/doc/203813/Electronic aspx • Bid Project Manual:hqp:Hweblink.bozeman.net/WebLink8/0/doc/203814/Electronic.aspx Page 42 of 42 Version 12 14 15