240053-CONTRACT.PDF

Maricopa County — Formal (2024-03-27)

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CONSTRUCTION CONTRACT - STIPULATED SUM
(DESIGN-BID BUILD PROJECT)

Central Courts 10th Floor Remodel

Office of Procurement Services

Serial # 240053-DBB
Contract # 240053-DBB
C-

Project # 3305-23-0005

Facilities Management Department
MARICOPA COUNTY, ARIZONA

CONTRACT AGREEMENT
THIS AGREEMENT, is made and entered into this 27 day of March _, 2024, by and between
MARICOPA COUNTY, hereinafter called the COUNTY, acting by and through its BOARD OF
SUPERVISORS, and

TSG Constructors, LLC_ hereinafter referred to as CONTRACTOR.

The CONTRACTOR, for and in the consideration of the sum of

$6,897,000.00 (Six Million, Eight Hundred Ninety-Seven Thousand Dollars and No Cents)

Unit prices, if any, are as follows:
N/A

to be paid to him by the COUNTY, in the manner and at the times hereinafter provided, and in consideration
of the other covenants and agreements herein contained, hereby agrees for itself, its heirs, executors,
administrators, successors, and assigns as follows:

ARTICLE I - SCOPE OF WORK: CONTRACTOR shall construct, and complete in a workmanlike
manner and to the satisfaction of the FMD Director, a project for the Maricopa County FMD, designated
as Serial # 240053-DBB, Central Courts 10th Floor Remodel, and furnish at its own cost and expense all
necessary machinery, equipment, tools, apparatus, materials, and labor to complete the work in the most
workmanlike manner according to the Plans and Specifications on file with the Maricopa County FMD,
and listed herein, together with modifications of the same and other directions that may be made by the
Maricopa County FMD as provided herein.

ARTICLE Il - CONTRACT DOCUMENTS: The Contract Documents (Invitation to Bid, Plans,
Construction Special Provisions , Addenda issued prior to the execution of this Agreement, if any, General
Conditions, General Requirements, Specifications, Maricopa Association of Governments (MAG) Standard
Specifications and Uniform Standard Details, and the latest revisions thereto, Maricopa County Supplement
to M.A.G, Uniform Standard Specifications for Public Works Construction, Bid, Affidavits, Performance
Bond, Payment Bond, Certificates of Insurance, and Change Orders, if any,) are by this reference made a
part of this Contract and shall have the same effect as though all of the same were fully inserted herein.
This Contract, including the Contract Documents, represents the entire and integrated agreement between
the parties and supersedes any prior negotiations, representations, or agreements, either written or oral.

All amendments to this Contract shall be in writing and approved/signed by both parties.

ARTICLE III - TIME FOR COMPLETION: CONTRACTOR further covenants and agrees at its own
cost and expense, to do all work as aforesaid for the construction of said improvements and to completely
construct the same and install the material therein, as called for by this agreement free and clear of all
claims, liens, and charges whatsoever, in the manner and under the conditions specified and within the time,
or times, stated in the Bid pamphlet and this Contract. The date for the commencement of the work will be
set by a Notice to Proceed issued by the Owner. The time for completion will be measured from the date
of commencement. ,

ARTICLE IV - SUBSTANTIAL COMPLETION: The CONTRACTOR shall achieve Substantial
Completion of the work not later than 420 calendar days from the date of commencement subject to
adjustments to the Contract Time as provided for herein. Final Completion shall be achieved in 30 calendar
days after Substantial Completion, subject to adjustments to the Contract Time as provided for herein.

ARTICLE V - PAYMENTS: For and in consideration of the satisfactory performance of the work as set
forth in the Contract Documents, which are a part hereof, and in accordance with the directions of the
COUNTY, through its Design Professional, the COUNTY agrees to pay the said CONTRACTOR the

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amount earned, (and, if unit prices are applicable the sum due as computed from actual quantities of work
performed and accepted, or materials furnished at the unit bid price on the Bid made a part hereof) and to
make such payment in accordance with the requirements of A.R.S. § 34-221, as amended.
CONTRACTOR agrees to discharge its obligations and to make payments to its subcontractors and
suppliers in accordance with A.R.S. § 32-1129, the Prompt Pay Act.

ARTICLE VI - LIQUIDATED DAMAGES:

Liquidated damages are provided for in this Contract, as explained in the General Conditions to this
Contract.

Upon failure of Contractor to substantially complete the Project within the specified period of time, plus
approved time extensions, Contractor shall pay to OWNER the maximum sum of One Thousand, Eight
Hundred, Fifty-Six Dollars ($1,856.00) for each calendar day after the time specified in Article IV above.
The actual liquidated damages cost, including back-up will be forwarded to the Contractor. In any case the
actual liquidated damages amount shall not exceed the maximum sum indicated above. After Substantial
Completion, should Contractor fail to complete the remaining work within the time specified in Article IV
above, plus approved time extensions thereof, for completion and readiness for Final Completion,
Contractor shall pay to OWNER the maximum sum of One Thousand, Eight Hundred, Fifty-Six Dollars
($1,856.00) for each calendar day after the time specified in Article IV above. The actual liquidated
damages cost, including back-up will be forwarded to the Contractor. In any case the actual liquidated
damages amount shall not exceed the maximum sum indicated above. These amounts are not penalties but
are liquidated damages to OWNER for its inability to obtain full beneficial occupancy of the Project.

ARTICLE VII - TERMINATION: The COUNTY hereby gives notice that pursuant to A.R.S. § 38-511
A, this contract may be canceled without penalty or further obligation within three years after execution if
any person significantly involved in initiation, negotiation, securing, drafting or creating the contract on
behalf of the COUNTY is, at any time while the contract or any extension of the contract is in effect, an
employee or agent of any other party to the contract in any capacity or a Contractor to any other party of
the contract with respect to the subject matter of the contract. Cancellation under this section shall be
effective when written notice from the COUNTY is received by all of the parties to the contract. In
addition, the COUNTY may recoup any fee or commission paid or due to any person significantly involved
in initiation, negotiation, securing, drafting or creating the contract on behalf of the COUNTY from any
other party to the contract arising as a result of the contract.

ARTICLE VII - TERMINATION FOR DEFAULT: If the CONTRACTOR should be adjudged
bankrupt or should make a general assignment for the benefit of its creditors, or if a receiver should be
appointed on account of its insolvency, the COUNTY may terminate the Contract. Ifthe CONTRACTOR
should repeatedly refuse or should fail, except in cases for which extension of time is provided, to provide
enough properly skilled workers or proper materials, or repeatedly disregard laws and ordinances, or fail to
meet deadlines or not proceed with work, or otherwise be guilty of a material breach of any provision of
this Contract, then the COUNTY may terminate the Contract. Prior to termination of the Contract, the
COUNTY shall give the Contractor fourteen (14) calendar day’s written notice. Upon receipt of such
termination notice, the Contractor shall be allowed fourteen (14) calendar days to cure such deficiencies.
In the event of termination under this paragraph, all documents, data, and reports prepared by the
CONTRACTOR under this Contract shall become the property of and be delivered to the COUNTY upon
demand. Sums claimed due by the CONTRACTOR shall not be paid until the Work has been completed
and such payment shall only be made after deduction damages caused by the default. In the event a
termination for default is determined to be without cause, it shall be deemed to be a termination for
convenience.

ARTICLE IX - TERMINATION FOR CONVENIENCE: The COUNTY reserves the right to terminate
the Contract, in whole or in part at any time, when in the best interests of the COUNTY without penalty or
recourse. Upon receipt of the written notice, the CONTRACTOR shall immediately stop all work, as
directed in the notice, notify all subcontractors of the effective date of the termination and minimize all

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further costs to the COUNTY. In the event of termination under this paragraph, all documents, data and
reports prepared by the CONTRACTOR under the Contract shall become the property of and be delivered
to the COUNTY upon demand. The CONTRACTOR shall be entitled to receive just and equitable
compensation for work in progress, work completed and materials accepted before the effective date of the
termination. No lost “future profits” will be paid to the CONTRACTOR.

ARTICLE X - SUSPENSION OF WORK: The Owner may order the CONTRACTOR, in writing, to
suspend, delay, or interrupt all or any part of the work of this Contract for the period of time that the Owner
determines appropriate for the convenience of the COUNTY.

If the performance of all or any part of the work is, for an unreasonable period of time, suspended, delayed,
or interrupted (1) by an act of the Owner in the administration of this Contract, or (2) by the Owner’s failure
to act within the time specified in this Contract (or within a reasonable time if not specified), an adjustment
shall be made for any increase in the cost of performance of the Contract (excluding profit) caused by the
unreasonable suspension, delay, or interruption, and the contract will be modified in writing accordingly.
However, no adjustment shall be made under this provision for any suspension, delay, or interruption to the
extent that performance would have been so suspended, delayed, or interrupted by any other cause,
including the fault of negligence of the Contractor, or for which an equitable adjustment is provided (or
excluded) under any other term or condition of this Contract.

A claim under this provision shall not be allowed:

For any costs incurred more than 14 days before the CONTRACTOR has notified the Owner in writing of
the act or failure to act involved (but this requirement shall not apply as to a claim resulting from a
suspension order); and unless the claim, in an amount stated, is made in writing as soon as practicable after
the termination of the suspension, delay, or interruption, but not later than the date of final payment under
the Contract.

ARTICLE XI - NEGOTIATION CLAUSE: Recovery of damages related to expenses incurred by
CONTRACTOR for a delay for which the COUNTY is responsible, which is unreasonable under the
circumstances and which was not within the contemplation of the parties to the contract, shall be negotiated
between CONTRACTOR and the COUNTY. This provision shall be construed so as to give full effect
to any provision in the contract which requires notice of delays, provides for neutral evaluation and
arbitration or other procedure for settlement, or provides for liquidated damages.

ARTICLE XI - COMPLIANCE WITH LAWS: CONTRACTOR is required to comply with all
Federal, State and local ordinances and regulations. CONTRACTOR'S signature on this contract certifies
compliance with the provisions of the I-9 requirements of the Immigration Reform Control Act of 1986 for
all personnel that CONTRACTOR and any subcontractors employ to complete this project. The
COUNTY will perform in accordance with the provisions of the Maricopa County Procurement Code.

The CONTRACTOR warrants that it is in compliance with A.R.S. §41-4401 (regarding immigration) and
further acknowledges:

qd) The CONTRACTOR and its sub-contractors, if any, warrant their compliance with all
federal immigration laws and regulations that relate to their employees and their
compliance with A.R.S. §23-214, subsection A; (on e-verification, etc.), After December
31, 2007, every employer, after hiring an employee, shall verify the employment eligibility
of the employee through the e-verify program and shall keep a record of the verification
for the duration of the employee’s employment or at least three years, whichever is longer.

(2) A breach of a warranty under subsection 1 above, shall be deemed a material breach of the
contract that is subject to penalties up to and including termination of the Contract;

(3) The COUNTY retains the legal right to inspect the papers of ary CONTRACTOR or sub-
contractor employee who works on the contract to ensure that the CONTRACTOR or sub-
contractor is complying with the warranty provided under subsection 1 above and that the

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CONTRACTOR agrees to make all papers and employment records of said employee(s)
available during normal working hours in order to facilitate such an inspection.

(4) Nothing herein shall make any CONTRACTOR or sub-contractor an agent or employee
of the COUNTY.

ARTICLE XII - SBE PROGRAM: It is Maricopa County’s policy to endeavor to ensure in every way
possible that small business participation firms shall have the opportunity to provide professional services,
materials, and contractual services to the County in a nondiscriminatory manner.

ARTICLE XIV - SBE PARTICIPATION PAY FORM: This form (copy attached) is to be submitted
with each pay application or invoice. Any pay application or invoice without this form attached is subject
to rejection as not being a completed pay application or invoice pursuant to the terms of the contract.

ARTICLE XV - ANTI-DISCRIMINATION PROVISION: CONTRACTOR agrees not to
discriminate against any employee or applicant for employment because of race, age, color, religion, sex,
disability, or national origin, and further agrees not to engage in any unlawful employment practices.
CONTRACTOR further agrees to insert the foregoing provision in all subcontracts hereunder.

CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-
09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-
09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded
at the Governor of the State of Arizona’s website
http://Awww.azgovernor.gov/dms/upload/EO_2009_09.pdf which is hereby incorporated into this contract
as if set forth in full herein. During the performance of this contract, CONTRACTOR shall not discriminate
against any employee, client or any or any other individual in any way because of that person’s age, race,
creed, color, religion, sex, disability or national origin.

ARTICLE XVI- INFLUENCE: As prescribed in MC1-1203 of the Maricopa County Procurement Code,
any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct, or
any unethical conduct, may be grounds for Disbarment or Suspension under MC1-902.

An attempt to influence includes, but is not limited to:

qd) A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment
or educational passes or tickets, or any type valuable contribution or subsidy;

(2) That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.

If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement
Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County
Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.

ARTICLE XVI. — AMENDMENTS: All amendments to this Contract shall be in writing and
approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for
approving all amendments for Maricopa County.

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ARTICLE XVII —- ALTERNATIVE DISPUTE RESOLUTION
See Exhibit A for Alternative Dispute Resolution.
ARTICLE XIX -- UNIFORM ADMINISTRATIVE REQUIREMENTS:

When applicable and by entering into this Contract the Contractor agrees to comply with all applicable
provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS
contained in Title 2 C.F.R. § 200 et seq.

ARTICLE XX -- FORCED LABOR

By submitting a bid for this solicitation and/or entering into a contract as a result of this solicitation, contractor
agrees to comply with all applicable portions of Arizona Revised Statutes Section 35-394. Contracting;
procurement; prohibition; written certification; remedy; termination; exception; definitions.

Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use:
The forced labor of ethnic Uyghurs in the People’s Republic of China.
Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the
forced labor of ethnic Uyghurs in the People’s Republic of China.

If contractor becomes aware during the term of the agreement that contractor is not in compliance with this
paragraph, the contractor shall notify the County within five business days after becoming aware of the
noncompliance. If the contractor fails to provide a written certification to the County that the contractor has
remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the
agreement terminates, except that if the agreement termination date occurs before the end the 180 day period,
the agreement terminates on the agreement termination date.

ARTICLE XXI -- WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01

If vendor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of
$100,000 or more, vendor certifies it is not currently engaged in, and agrees for the duration of this
agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to
a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first
above written, in counterparts, each of which shall, without proof or accounting for the other
counterparts, be deemed an original contract.

Central Courts 10th Floor Remodel

240053-DBB
March 5, 2024
Principal hy > Date
Stanley S Showalter 90-0275459
Printed Name Federal Tax Identification Number
Manager ROC 291064
Title Arizona Contractor’s License Number
Net 30
° 90924
Vendor Terms NIGP Commodity Code (Advantage)
COUNTY OF MARICOPA, ARIZONA
RECOMMENDED BY: ACCEPTED AND APPROVED:
Department Head Date Chairman, Board of Supervisors Date
ATTEST:
Clerk of the Board Date
LEGAL REVIEW
Approved as to form and within the powers and
authority granted under the laws of the State of
Arizona to Maricopa County.
By:
Deputy County Attorney
Date:
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1.2

1.4

1.5

EXHIBIT A - ALTERNATIVE DISPUTE RESOLUTION

Scope. Notwithstanding anything to the contrary provided elsewhere in the Contract, the
alternative dispute resolution (“ADR”) process provided herein shall be the exclusive means for
resolution of claims or disputes arising under or related to the Contract, the interpretation thereof
or the performance or breach by any party thereto, including but not limited to original claims or
disputes asserted as cross claims, counterclaims, third party claims or claims for indemnity or
subrogation, in any threatened or ongoing litigation or arbitration with third parties, if such disputes
involve parties to contracts containing this ADR provision. No changes can be made to this process
without the mutual assent of the County and the claimant. The parties have structured this
procedure with the goal of providing for the prompt, efficient and final resolution of all disputes
falling within the purview of this ADR process.

Meeting of Principals. When a claim is made or a dispute (hereafter “dispute”) as described in
Paragraph 1.2 arises, senior representatives of the County and the claimant will meet personally
within ten (10) business days to discuss the dispute and attempt to resolve it. If, after good faith
efforts, resolution is not achieved, the dispute will proceed to mediation.

Qualifications of Mediator and Arbitrators. Any person selected as mediator or arbitrator, either
as single arbitrator as a member or Chair of the arbitration panel, shall be a member of the State
Bar of Arizona and have experience in construction law.

Mediation. If the parties have been unable to resolve the dispute after a meeting of principals, the
parties may enter into mediation. The parties shall jointly select a mediator. The parties may
mutually agree to waive mediation and proceed directly to arbitration. If the mediation process is
requested by either party, the mediation period shall be informal and shall not exceed sixty (60)
calendar days from the selection of the mediator. During the mediation process either party may
terminate mediation on written notice to the other party and the mediator.

Binding Arbitration Procedure. The following binding arbitration procedure shall serve as the
exclusive method to resolve a dispute if mediation is unsuccessful, if mediation has been waived
by the parties, or if a party requests arbitration during the mediation process. Except as provided
in Section 1.7.5 and 1.7.9, the decision of the arbitrator or arbitrator panel is final and binding on
the parties and not subject to further judicial review.

1.5.1 A party requesting binding arbitration shall notify the other party of their demand for
arbitration in writing within seven (7) calendar days of (1) the failure of mediation; (2)
waiver of mediation; or (3) of the party’s demand to terminate mediation.

1.5.2 If the Contractor requests arbitration it shall post a cash bond with the arbitrator in an
amount agreed upon by the parties or, in the event of no agreement, the arbitrator shall
establish the amount of the cash bond to defray the cost of the arbitration and the proceeds
from the bond shall be allocated in accordance with paragraph 1.7.7. The bond must be in
the full amount agreed upon or as established by the Arbitrator to pay the potential cost of
the full arbitration proceeding. The bond must be posted with and received by the arbitrator
within five (5) calendar days after the demand for arbitration.

1.5.3. Disputes involving less than $200,000 shall be heard by one single arbitrator chosen by
agreement of the parties. If the parties cannot agree on the single arbitrator, then the parties

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shall each submit two names to a Judge designated by Maricopa County who shall select
the single arbitrator.

1.5.4 For disputes in excess of $200,000, the arbitration panel shall consist of three arbitrators:
the County's appointed arbitrator, the Contractor's appointed arbitrator and a third arbitrator
who shall be selected by the parties' arbitrators and serve as the Chair of the arbitration
panel.

1.5.5 The arbitration is to be convened and administered under the Revised Uniform Arbitration
Act (‘RUAA”) (A.R.S. § 12-3001 ef seg.) and the American Arbitration Association
Construction Rules shall serve as a guideline for proceedings, thus as a supplement to the
RUAA.

1.6 Expedited Hearing. Any party can request the single arbitrator or the Chair of the arbitration panel
to set an expedited hearing. If the single arbitrator or the Chair of the arbitration panel determines
that the circumstances justify it, the single arbitrator or the Chair of the arbitration panel will
arrange for scheduling of the arbitration at the earliest possible date. In any event, the hearing of
any dispute not expedited will commence as soon as practical but in no event later than thirty (30)
calendar days after notification of request for arbitration having been received. This deadline can
be extended only with the consent of all the parties to the dispute, or by decision of the single
arbitrator or the Chair of the arbitration panel upon a showing of good cause.

1.7 Procedure. The single arbitrator or the arbitration panel will conduct the hearing in such a manner
that will resolve disputes in a prompt, cost efficient manner giving regard to the rights of all parties.
Each party shall supply to the single arbitrator or arbitration panel a written pre-hearing statement
which shall contain a brief statement of the nature of the claim or defense, a list of witnesses and
exhibits, a brief description of the subject matter of the testimony of each witness who will be called
to testify, and an estimate as to the length of time that will be required for the arbitration hearing.
The single arbitrator or the Chair of the arbitration panel shall determine the nature and scope of
discovery, if any, and the manner of presentation of relevant evidence consistent with deadlines
provided herein, and the parties’ objective that disputes be resolved in a prompt and efficient
manner. No discovery may be had of any materials or information for which a privilege is
recognized by Arizona law. The single arbitrator or the Chair upon proper application shall issue
such orders as may be necessary and permissible under law to protect confidential, proprietary or
sensitive materials or information from public disclosure or other misuse. Any party may make
application to the Maricopa County Superior Court to have a protective order entered as may be
appropriate to confirm or enforce such orders of the Chair.

1.7.1 Hearing Days. In order to effectuate parties’ goals, the hearing once commenced, will
proceed from working day to working day until concluded, absent a showing of good cause.

1.7.2 Award. The single arbitrator shall within ten (10) calendar days of the conclusion of a
hearing issue an award. The arbitration panel shall, within ten (10) calendar days from the
conclusion of any hearing, by majority vote, issue its award. The award shall include an
allocation of fees and costs pursuant to 1.7.7 herein. The award is to be in accordance with
the Contract and the law of the State of Arizona.

1.7.3 Scope of Award. Regardless of the provisions of the RUAA, the arbitration panel shall be
without authority to award punitive damages, and any such punitive damage award shall
be void. If an award is made against any party in excess of one hundred thousand dollars
($100,000), exclusive of interest, arbitration fees, costs and attorneys’ fees, it shall be

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1.7.4

1.7.5

1.7.6

1.7.7

1.7.8

supported by written findings of fact, conclusions of law and a statement as to how damages
were calculated.

Jurisdiction. The arbitration panel shall not be bound for jurisdictional purposes by the
amount asserted in any party’s claim, but shall conduct a preliminary hearing into the
question of jurisdiction over the claim as regards its amount upon application of any party
at the earliest convenient time, but not later than the commencement of the arbitration
hearing. If the dispute is determined to involve less than $200,000, the arbitration shall
continue before the Neutral Arbitrator as a single arbitrator, with the party appointed
arbitrators being excused.

Entry of Judgment. As provided in the RUAA, any party can make application to the
Maricopa County Superior Court for confirmation of an award, and for entry of judgment
on it.

Severance and Joinder. To reduce the possibility of inconsistent adjudications, the
Mediator or the single arbitrator or arbitration panel, may: (i) at the request of any party,
join and/or sever parties, and/or claims arising under other contracts containing this ADR
provision, and (ii) the Mediator, on his own authority, or the single arbitrator or arbitration
panel may, on its own authority, join or sever parties and/or claims subject to this ADR
process as deemed necessary for a just resolution of the dispute, consistent with the parties’
goal of the prompt and efficient resolution of disputes, provided; however, that the A/E,
Owner and Project Professionals shall not be joined as a party to any claim made by a
Contractor. Nothing herein shall create the right by any party to assert claims against
another party not arising under or related to the Contract or not recognized under the
substantive law as applicable to the dispute. Neither the Mediator nor the single arbitrator
or arbitration panel is authorized to join to the proceeding parties not in privity with the
County. The CONTRACTOR cannot be joined to any pending arbitration proceeding,
without CONTRACTOR’s express written consent and unless CONTRACTOR is given
the opportunity to participate in the selection of the single arbitrator or non-County
appointed arbitrator.

Fees and Costs. Each party shall bear its own fees and costs in connection with any
informal hearing before the mediation. All fees and costs associated with any arbitration
before the single panel or arbitration panel, including without limitation the arbitrator fees,
and the prevailing party’s reasonable attorneys’ fees, expert witness fees and costs, will be
paid by the non-prevailing party, except as provided for herein. In the event that
CONTRACTOR is the non-prevailing party, all fees and costs as noted above shall first be
paid out of the bond posted with the arbitrator. In no event shall the CONTRACTOR’s
obligation to pay fees and costs be limited to the amount of the bond posted herein. In no
event shall any arbitrator’s hourly fees be awarded in an amount in excess of $250 per hour
and (i) costs shall not include any travel expenses in excess of mileage at the rate paid by
Maricopa County, not to exceed a one way trip of 150 miles, and (ii) all travel expenses,
including meals, shall be reimbursed pursuant to the travel policy of Maricopa County in
effect at the time of the hearing. The determination of prevailing and non-prevailing
parties, and the appropriate allocation of fees and costs, will be included in the award by
the single arbitrator or arbitration panel.

Confidentiality. Any proceeding initiated under this ADR provision shall be deemed
confidential to the maximum extent allowed by Arizona law and, except for disclosures to
a party’s attorneys or accountants, no party shall make any disclosure related to the

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disputed matter or to the outcome of any proceeding except to the extent required by law,
or to seek interim equitable relief, or to enforce an agreement reached by the parties or an
award made hereunder. This provision does not affect the County’s right to inform the
County Supervisors of the dispute.

1.7.9 Equitable Litigation. Notwithstanding any other provision of ADR to the contrary, any
party can petition the Maricopa County Superior Court for interim equitable relief as may
become necessary to preserve the status quo and prevent immediate and irreparable harm
to a party or to the Project pending resolution ofa dispute pursuant to ADR provided herein.
No court may order any permanent injunctive relief except as may be necessary to enforce
an order entered by the arbitration panel. The fees and costs incurred in connection with
any such equitable proceeding shall be determined and assessed in ADR.

1.7.10 Change Order. Any award in favor of the CONTRACTOR against the County or in favor
of the County against the CONTRACTOR shall be reduced to a Change Order and
executed by the parties in accordance with the award and the provisions of the Contract or
a settlement agreement as appropriate.

1.7.11 Merger and Bar. Any claim asserted pursuant to this ADR process shall be deemed to
include all claims, demands, and requests for compensation for costs and losses or other
relief, including the extension of the Contract performance period which reasonably should
or could have been brought against any party that was or could have been brought into this
ADR process, with respect to the subject claim. The arbitration panel shall apply legal
principles commonly known as merger and bar to deny any claim or claims against any
party regarding which claim or claims recovery has been sought or should have been sought
in a previously adjudicated claim for an alleged cost, loss, breach, error, or omission.

1.8 Inclusion in Other Contracts. The CONTRACTOR shall cooperate with the County in efforts to
include this ADR provision in all other Project contracts.

END OF EXHIBIT

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Attachment | - STATUTORY PAYMENT BOND

PURSUANT TO TITLE 34 CHAPTER 2, ARTICLE 2, OF THE ARIZONA REVISED STATUTES
(Penalty of this bond must be 100 percent of the contract amount)

KNOW ALL MEN BY THESE PRESENTS:

That, TSG Constructors, LLC (hereinafter called the Principal), as Principal, and
Travelers Casualty and Surety Company of Americaa corporation organized and existing under the laws of the State of
Connecticut , with its principal office in the City of Hartford

(hereinafter called the Surety), as Surety, are held and firmly bound unto Maricopa County (hereinafter called
the Obligee), in the amount of * Million Eight Hundred Ninety Seven Thowsg#t ars ($__6,897,000.00__), for
the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors,

successors and assigns, jointly and severally, firmly by these presents.

WHEREAS, the Principal has entered into a certain written contract with the Obligee, dated the day
of. , 20 for Central Courts 10th Floor Remodel, Serial #240053-DBB,
which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at
length herein.

NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal promptly
pays all monies due to all persons supplying labor or materials to the Principal or the Principal's subcontractors
in the prosecution of the work provided for in the contract, this obligation is void. Otherwise, it remains in full
force and effect.

PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Title 34, Chapter 2, Article 2,
of the Arizona Revised Statutes, and all liabilities on this bond shall be determined in accordance with the
provisions, conditions, and limitations of Title 34, Chapter 2, Article 2, A.R.S., to the same extent as if it was
copied at length in this agreement.

The prevailing party in a suit on this bond shall recover as a part of the judgment reasonable attorney's fees
that may be fixed by the court or a judge thereof.

Witness our hands this 26th _ day of _February , 20.24

TSG Constructors, LLC
PRINCIPAL SEAL

‘Constructors Bonding, Inc.
AGENT OF RECORD, STATE OF AZ

BY:

7220 N. 16th Street, Bldg K, Phoenix, AZ 85020 Travelers Casualty and Surety Company of America
AGENT ADDRESS a

BOND NUMBER: 107957476

Melanie Ankeney , Attorney-in-fact, ~<..~-

Central Courts 10th Floor Remodel Serial # 240053-DBB
Request for Bids - Design Bid Build Pg. #27

Attachment J - STATUTORY PERFORMANCE BOND

PURSUANT TO TITLE 34 CHAPTER 2, ARTICLE 2, OF THE ARIZONA REVISED STATUTES (Penalty of this bond
must be 100 percent of the contract amount)

KNOW ALL MEN BY THESE PRESENTS:

That, TSG Constructors, LLC (hereinafter called the Principal), as Principal, and

Travelers Casualty and Surety Company of America a corporation
organized and existing under the laws of the State of __ Connecticut with its principal office in
the City of Hartfor (hereinafter called the Surety), as Surety, are held and firmly
bound unto Maricopa County, (hereinafter called the Obligee) in the amount of SX Million Eight Hundred Ninety Seven
DOLLARS ($6,897,000.00 ), for the payment whereof, the said Principal and Surety bind themselves,
and their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents.

WHEREAS, the Principal has entered into a certain written contract with Obligee, dated the day of
, 20 , for Central Courts 10th Floor Remodel, Serial #240053-DBB, which contract is hereby referred
to and made a part hereof as fully and to the same extent as if copied at length herein.

NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall faithfully
perform and fulfill all the undertakings, covenants, terms, conditions, and agreements of said contract during the
original term of said contract and any extension thereof, with or without notice to the Surety, and during the life of any
guaranty required under the contract, and shall also perform and fulfill all the undertakings, covenants, terms,
conditions, and agreements of any and all duly authorized modifications of said contract that may hereafter be made,
notice of which modifications to the Surety being hereby waived; then the above obligation shall be void, otherwise to
remain in full force and effect;

PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Title 34, Chapter 2, Article 2, of the
Arizona Revised Statutes, and all liabilities on this bond shall be determined in accordance with the provisions of said
Title, Chapter, and Article, to the extent as if it was copied at length herein. The prevailing party in a suit on this bond
shall be entitled to such reasonable attorney's fees as may be fixed by a judge of the court.

Witness our hands this 26th day of February 20.24 .

TSG Constructors, LLC
PRINCIPAL SEAL

Constructors Bonding, Inc.
AGENT OF RECORD, STATE OF AZ BY:

Travelers Casualty and Surety Company of America

7220 N. 16th Street, Bldg K, Phoenix, AZ 85020 ;
SEAL: |

AGENT ADDRESS SURETY

BOND NUMBER: 107957476 ov [ular : Rie aG|

Melanie Ankeney , Attorney-in-fact _

Central Courts 10th Floor Remodel Serial # 240053-DBB
Request for Bids - Design Bid Build Pg. #28

Travelers Casualty and Surety Company of America
Travelers Casualty and Surety Company

TRAVE LE Ro. St. Paul Fire and Marine Insurance Company

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and
St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein
collectively called the "Companies”), and that the Companies do hereby make, constitute and appoint Melanie Ankeney of
PHOENIX , Arizona , their true and lawful Attorney(s}in-Fact to sign, execute, seal and
acknowledge any and all bonds, recognizances, conditional undertakings. and other writings obligatory in the nature thereof on behalf of
the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or
guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law.

IN WITNESS WHEREOF, the Companies have caused this instrument to be signed, and their corporate seals to be hereto affixed, this 21st day of April,
2021.

State of Connecticut
By: Z
City of Hartford ss. Robert L. Raney“Senior Vice President

On this the 21st day of April, 2021, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior
Vice President of each of the Companies, and that he, as such, being authorized so to do, executed the foregoing instrument for the
purposes therein contained by signing on behalf of said Companies by himself as a duly authorized officer.

Lust lbut

IN WITNESS WHEREOF, | hereunto set my hand and official seal.
My Commission expires the 30th day of June, 2026

Anna P. Nowik, Notary Public

This Power of Attomey is granted under and by the authority of the following resolutions adopted by the Boards of Directors of each of
the Companies, which resolutions are now in full force and effect, reading as follows:

RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice
President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint
Attorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority
may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings
obligatory in the nature of a bond, recognizance, or conditional. undertaking, and any of said officers or the Board of Directors at any time may
remove any such appointee and revoke the power given him or her; and it is

FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or
any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided
that each such delegation Is in writing and a copy thereof Is filed in the office of the Secretary; and itis

FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance,
or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman; any Executive
Vice President, any Senior Vice President or any Vice President, any Second Vice President, the. Treasurer, any Assistant Treasurer, the
Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary;
or (b) duly executed (under seal, if required) by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her
certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and itis

FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President,
any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to
any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attomeys-in-
Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of
Attomey or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed
and certified-by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or
understanding to which it is attached.

1, Kevin E. Hughes, the undersigned, Assistant Secretary of each of the Companies, do hereby certify that the above and foregoing is a
true and correct copy of the Power of Attorney executed by said Companies, which remains in full force and effect.

ebruary » 2024.

hee FE

? Kevin E. Hughes, Assistant Secretary

To verify the authenticity of this Power of Attorney, please call us at 1-800-421-3880. -
Please refer to the above-named Attorney(s)-in-Fact and the details of the bond to which this Power of Attorney is attached.

as
ACORD CERTIFICATE OF LIABILITY INSURANCE ell

3/6/2024

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).

PRODUCER NAME: Lori Spelde
5152 South Vineyard, Suite 107 (alo. xt, 480-961-5400 x218 {AIG No}: 480-961-6401
Mesa AZ 85210 appress: Lori@trycwi.com
INSURER(S) AFFORDING COVERAGE NAIC #

INSURER A: West Bend Mutual Ins Co 15350
TSG Constructors LLC TSGCO-1) supers: Selective Ins. Co. of America 12572
Kerry Showalter INSURER ¢:
2340 W. Parkside Ln Ste H-105 INSURER D:
Phoenix AZ 85027 INSURER E:

INSURER F :
COVERAGES CERTIFICATE NUMBER: 53478834 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.

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

Re: Central Courts 10th Floor Remodel, 201 W. Jefferson St. Phoenix, AZ 85003

Certificate Holder is additional insured when required by written contract per forms attached, Coverage is Primary and Non-Contributory. Waiver of subrogation
when required by written contract per forms attached.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

Maricopa County ACCORDANCE WITH THE POLICY PROVISIONS.
401 W. Jefferson St.
Phoenix AZ 85003 AUTHORIZED REPRESENTATIVE

United States
i

the

© 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD
THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PLUS PAK — COMMERCIAL AUTO

This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM

With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi-
fied by the endorsement.

A. Changes In Covered Autos Liability Coverage Additional Insured By Written Contract

WB 1135 11 22

4. Paragraph A.1. Who Is An Insured is amend-
ed by the addition of the following:

Newly Acquired Organizations

Any organization you newly acquire or form,
other than a partnership, joint venture or limited
liability company, and over which you maintain
ownership or majority interest, will qualify as a
Named Insured if there is no other similar in-
surance available to that organization. Howev-
er:

a. Coverage under this provision is afforded
only until the 180" day after you acquire or
form the organization or the end of the poli-
cy period, whichever is earlier;

b. This coverage does not apply to “bodily
injury” or “property damage” that occurred
before you acquired or formed the organi-
zation;

c. No person or organization is an insured
with respect to the conduct of any current or
past partnership, joint venture or limited lia-
bility company that is not shown as a
named Insured in the Declarations.

Employees As Insureds

Any "employee" of yours is an "insured" while
using a covered "auto" you don't own, hire or
borrow in your business or your personal af-
fairs.

Employee Hired Autos

An "employee" of yours is an "insured" while
operating an “auto" hired or rented under a
contract or agreement in an “employee's”
name, with your permission, while performing
duties related to the conduct of your business.

If Employee Hired Autos CA 20 54 is attached

to this policy, the Employee Hired Autos cover-
age described above does not apply.

West Bend Mutual Insurance Company

Any person or organization for whom you have
agreed to add under a written contract or
agreement. Such person or organization is an
additional "insured" only with respect to your
ownership, maintenance or use of a covered
"auto".

This coverage is primary to and will not seek
contribution from any other insurance available
to an "insured" provided that:

a. Such “insured” is a Named Insured under
such other insurance; and

b. You have agreed in a written contract or
agreement that this insurance would be
primary and would not seek contribution
from any other insurance available to such
"insured". :

2. Increased Supplementary Payments
Paragraph A.2.a.(4) is replaced by:

(4) All reasonable expenses incurred by the
“insured” at our request, including actual
loss of earnings up to $300 a day because
of time off from work.

3. Fellow Employee

Paragraph B.5. Fellow Employee does not
apply to claims for "bodily injury" resulting from
the use of a covered "auto" where the fellow
“employee” is not immune from "suit" or civil li-
ability for "bodily injury" by reason of Workers
Compensation laws or other similar laws.

Coverage is excess over any other collectible
insurance.

This amendment is not applicable in Virginia.
See applicable Virginia Changes endorsement.

Page 1 of 4

West Bend, Wisconsin 53095

B. Changes In Physical Damage Coverage

1. Paragraph A. Coverage is amended by the
addition of:

Loan/Lease Gap Coverage

In the event of a total “loss” to a covered “au-
to”, of the private passenger or "light or medi-
um truck" type, to which a loss payee applies
under the Commercial Auto Coverage Part, we
will pay any unpaid amount due on the lease or
loan for a covered “auto” less:

The amount paid under the policy’s Physical
Damage Coverage and any:

Overdue or any deferred lease/loan pay-
ments at the time of the “loss”;

Financial penalties imposed under a lease
for excessive use, abnormal wear and tear
or high mileage;

Security deposits not returned by the les-
sor;

Costs for extended warranties, Credit Life
Insurance, Health, Accident or Disability In-
surance purchased with the loan or lease;
and

Carry-over balances from previous loans or
leases.

This coverage applies only to “autos’, of the
private passenger or "light or medium truck"
type, that:

Are provided comprehensive and collision
coverages by the attached policy and

Have not been previously titled under the
motor vehicle laws of any state.

The insurance provided is excess over any
other collectible insurance including but not
limited to any coverage provided by or pur-
chased from the lessor or any financial institu-
tion.

If Auto Loan/Lease Gap Coverage CA 20 71 is
attached to this policy, the Loan/Lease Gap
Coverage described above does not apply.

2. Paragraph A.2. Towing and Labor is replaced

by:
2.

Page 2 of 4

Towing and Labor

We will pay up to a maximum of $150 for
towing and labor costs incurred each time a
covered “auto”, of the private passenger or
“fight or medium truck" type, is disabled.
However, the labor must be performed at
the place of disablement.

If a limit is shown in the Declarations for
towing and labor costs, the Towing and La-
bor coverage described above does not
apply.

3. Paragraph A.4.a. Transportation Expenses is
replaced by:

a. Transportation Expenses

We will pay up to $50 per day, to a maxi-
mum of $1,500, for temporary transporta-
tion expense incurred by you because of
the total theft of a covered “auto” of the pri-
vate passenger or "light or medium truck"
type. We will pay only for those covered
“autos” for which you carry either Compre-
hensive or Specified Causes Of Loss Cov-
erage. We will pay for temporary transpor-
tation expenses incurred during the period
beginning 48 hours after the theft and end-
ing, regardless of the policy’s expiration,
when the covered “auto” is returned to use
or we pay for its “loss”.

4. Paragraph A.4.b. Loss of Use Expenses is
replaced by:

b. Loss of Use Expenses

For Hired Auto Physical Damage, we will
pay expenses for which an "insured" be-
comes legally responsible to pay for loss of
use of a vehicle rented or hired without a
driver under a written rental contract or
agreement. We will pay for loss of use ex-
penses caused by:

(1) Other than collision only if the Declara-
tions indicates that Comprehensive
Coverage is provided for any covered
"auto"; ,

(2) Specified Causes Of Loss only if the
Declarations indicates that Specified
Causes Of Loss Coverage is provided
for any covered "auto"; or

(3) Collision only if the Declarations indi-
cates that Collision Coverage is provid-
ed for any covered "auto".

However, the most we will pay for any ex-
penses for loss of use is $50 per day, to a
maximum of $1,500.

If Optional Limits - Loss of Use Expenses
Endorsement CA 99 90 is attached to this
policy, the Loss of Use Expenses described
above does not apply.

5. Paragraph A.4. Coverage Extensions is
amended by the addition of:

Electronic Logging Devices

We will also pay, with respect to a covered
“loss”, up to $5,000 in any one occurrence for
the actual loss sustained to all electronic on-
board recorder permanently installed in the
“auto” but only with respect to a covered “auto”.

West Bend Mutual Insurance Company WB 1135 11 22

West Bend, Wisconsin 53095

WB 1135 11 22

A deductible of $250 applies to any one occur-
rence.

In the event that there is more than one appli-
cable deductible, only the highest deductible
will apply.

Personal Property

If we pay for a “loss” to a covered “auto”
caused by:

a. Fire,
b. Lightning,

c. Theft or attempted theft if there are visible
signs of someone breaking into the covered
“auto” or the entire “auto” is stolen or

d. Collision, we will extend coverage to pay for
“loss” to personal property contained in or
on the “auto” at the time of the “loss” to the
“auto”.

Under this extension:

(1) The personal property must be owned
by you, your family member or your em-
ployee.

(2) We will pay up to $500 in any one “loss”.

(3) This Personal Property coverage is
excess over any other insurance availa-
ble for the same “loss”.

(4) Personal Property does not include
tools, jewelry, money or securities.

Rental Reimbursement

We will pay for rental reimbursement expenses
incurred by you for the rental of an “auto” be-
cause of a covered “loss” to a covered “auto” of
the private passenger or truck type. Payment
applies in addition to the otherwise applicable
amount of each coverage you have on a cov-
ered “auto”. No deductibles apply to this cover-
age.

We will pay only for those expenses incurred

during the policy period beginning 24 hours af-

ter the “loss” and ending, regardless of the pol-
icy’s expiration, with the lesser of the following
number of days:

a. The number of days reasonably required to
repair or replace the covered “auto”. If
“loss” is caused by theft, this number of
days is added to the number of days it
takes to locate the covered “auto” and re-
turn it to you.

b. 30 days.

Our payment is limited to the lesser of the fol-
lowing amounts:

a. Necessary and actual expenses incurred.
b. $100 per day.

This coverage does not apply while there are
spare or reserve “autos” available to you for
your operations.

If “loss” results from the total theft of a covered
“auto” of the private passenger or truck type,
we will pay under this coverage only that
amount of your rental reimbursement expenses
which is not already provided for under — Phys-
ical Damage Coverage Extension.

If Rental Reimbursement Coverage CA 99 23,
is attached to this policy, the Rental Reim-
bursement described above does not apply.

Hired Auto Physical Damage

If hired “autos” are covered “autos” for Liability
Coverage and Comprehensive, Specified
Causes Of Loss or Collision Coverages are
provided for any “auto” you own, then the
Physical Damage Coverages provided are ex-
tended to “autos” you hire of the private pas-
senger or “light or medium truck” type.

The most we will pay for “loss” to any hired
“auto” is the lesser of.

a. $75,000

b. The actual cash value of the damaged hired
“auto” or

c. The cost of repairing or replacing the dam-
aged or stolen hired “auto”.

Our obligation to pay for repair, return or re-
placement of a stolen hired “auto”, will be re-
duced by a deductible. The deductible will be
equal to the largest deductible applicable to
any owned “auto” of the private passenger or
“light or medium truck" type for the applicable
coverage.

Hired Auto Physical Damage Coverage is ex-
cess over any other collectible insurance. Sub-
ject to the above limit, deductible and excess
provisions, we will provide coverage equal to
the broadest coverage applicable to any cov-
ered “auto” you own of the private passenger
or "light or medium truck” type.

If symbol 08 or 68 is listed in the Covered Au-
tos section of the Declarations as applying to
any Physical Damage Coverages, the Hired
Auto Physical Damage described above does

not apply.

. Paragraphs B.3.a. in the Business Auto Cov-

erage Form and B.4.a. in the Motor Carrier
Coverage Form are amended by the addition
of the following:

Accidental Airbag Inflation

This exclusion does not apply to the accidental
inflation of an airbag.

West Bend Mutual Insurance Company Page 3 of 4

West Bend, Wisconsin 53095

7. Paragraph C. Limits of Insurance is amended

by the addition of the following:

Waiver of Depreciation — Private Passenger
Vehicle

If we deem a covered “auto”, of the private
passenger type, to be a total loss, within 180
days of your purchase of the “auto”, and it has
not been previously titled under the motor ve-
hicle laws of any state, at our option, we may:

a. Replace the covered “auto” with a new
"auto" of like make, model and year or

b. Pay you an amount equal to the cost of the
covered “auto” new, including taxes.

This coverage does not apply to a leased "au-
to".

No one will be entitled to receive duplicate
payments for the same elements of “loss” un-
der this endorsement and this Coverage
Form’s Physical Damage Coverage

If Replacement Cost Coverage - Private Pas-
senger Types CA 04 41 is attached to this poli-
cy, the waiver described above does not apply.

. Paragraph D. Deductible is amended by the
addition of the following:

Attached Autos

If you have a loss to more than one covered
“auto” when such covered “autos” are attached
to one another at the time of “loss”, then our
obligation to pay will be reduced by the single
highest applicable deductible.

Auto and Other Property Loss

If you have a covered “loss” to Covered Prop-
erty under a Commercial Property or Inland
Marine Coverage Part under this policy and a
covered “loss” to a covered “auto” or more than
one covered “autos” that are attached to one
another at the time of “loss”, then our obligation
to pay will be reduced by the single highest
applicable deductible.

Glass Repair — Waiver Of Deductible

If the Declarations indicates that Comprehen-
sive Coverage applies, no Comprehensive
Coverage deductible applies to the cost of re-
pairing damaged glass on the covered "au-
to(s)".

This duty applies only when the “accident”
or “loss” is known to:

(1) You, if you are an individual,
(2) A partner, if you are a partnership.

(3) A member or manager, if you are a
limited liability company or

(4) An executive officer or insurance man-
ager, if you are a corporation.

2. Paragraph A.5. Transfer of Rights of Recov-

ery Against Others To Us is amended by the
addition of the following:

This condition does not apply to any person(s)
or organization(s) for whom you are required to
waive subrogation with respect to the coverage
provided under this Coverage Form, but only to
the extent that subrogation is waived:

a. Under a written contact or agreement with
such person(s) or organization(s); and

b. Prior to the "accident" or the "loss."

. Paragraphs B.5.b. in the Business Auto Cov-

erage Form and B.5.f. in the Motor Carrier
Coverage Form are deleted.

If symbol 08 or 68 is listed in the Covered Au-
tos section of the Declarations as applying to
any Physical Damage Coverages, this item
does not apply.

. Paragraph B.5 is amended by the addition of

the following:
Employee Hired Autos

For Hired Auto Physical Damage Coverage,
any covered "auto" hired or rented by your
"employee" under a contract in an "“employ-
ee's" name, with your permission, while per-
forming duties related to the conduct of your
business is deemed to be a covered "auto" you
own.

If Employee Hired Autos Endorsement CA 20
54 is attached to this policy, the Employee
Hired Autos coverage described above does
not apply.

D. Changes in Definitions
1. Paragraph C. is replaced by the following:

C. “Bodily injury” means bodily injury, sick-
ness or disease sustained by a person in-

cluding mental anguish or death resulting
from any of these.

2. The following definition is added:

"Light or medium truck" means a truck of
20,000 Ibs. or less gross vehicle weight.

C. Changes in Business Auto Conditions and
Motor Carrier Conditions

1. Paragraph A.2.a. Duties In The Event Of
Accident, Claim, Suit Or Loss is amended by
the addition of the following:

Page 4 of 4 West Bend Mutual Insurance Company WB 1135 11 22

West Bend, Wisconsin 53095

WB 1482 07 17

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED — CONTRACTOR'S BLANKET

COMMERCIAL GENERAL LIABILITY COVERAGE PART

. WHO IS AN INSURED (Section Il) is amended
to include as an additional insured any person or
organization whom you are required to add as an
additional insured on this policy under a written
contract or written agreement.

The written contract or written agreement must
be:

4. Currently in effect or becoming effective dur-
ing the term of this policy; and

2. Signed by all parties to the written contract or
written agreement prior to the "bodily injury,"
"property damage," “personal injury and ad-
vertising injury."

. The insurance provided to the additional insured
is limited as follows:

4. That person or organization is only an addi-
tional insured with respect to liability for "bodi-
ly injury", "property damage’ or "personal and
advertising injury" caused in whole or in part,
by:

a. Your premises; or

b. Your negligent acts or omissions in con-
nection with "Your work" for that additional
insured.

However:

a. The insurance afforded to such additional
insured only applies to the extent permit-
ted by law; and

b. 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 written
contract or written agreement to provide
such additional insured.

2. The Limits of Insurance applicable to the
additional insured are those specified in the
written contract or written agreement or in the
Declarations for this policy, whichever is less.
These Limits of Insurance are inclusive and
not in addition to the Limits of Insurance
shown in the Declarations.

3. Except when required by written contract or
written agreement, the coverage provided to
the additional insured by this endorsement
does not apply to:

West Bend Mutual Insurance Company

This endorsement modifies insurance provided under the following:

a. "Bodily injury" or "property damage" oc-
curring after:

(1) All work on the project (other than
service, maintenance or repairs) to be
performed by or on behalf of the addi-
tional insured at the site of the covered
operations has been completed; or

(2) 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 an-
other contractor or subcontractor en-
gaged in performing operations for a
principal as part of the same project.

b. "Bodily injury" or "property damage" aris-
ing out of acts or omissions of the addi-
tional insured other than in connection
with the general supervision of “your
work."

4. The insurance provided to the additional
insured does not apply to “bodily injury,"
“property damage," “personal injury and ad-
vertising injury" arising out of an architect's,
engineer's, or surveyor's rendering of or fail-
ure to render any professional services in-
cluding;

a. The preparing, approving, or failing to
prepare or approve maps, shop drawings,
opinions, reports, surveys, field orders,
change orders or drawings and specifica-
tions; and

b. Supervisory, or inspection activities per-
formed as part of any related architectural
or engineering activities.

This exclusion applies even if the claims against
any insured allege negligence or other wrongdo-
ing in the supervision, hiring, employment, train-
ing 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 profes-
sional architectural, engineering or surveying
services.

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West Bend, Wisconsin 53095