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Home My WebLink About20220533.tiffRESOLUTION RE: APPROVE AGREEMENT FOR PROFESSIONAL SERVICES FOR JAIL -STEEL CELL WINDOW FRAME MODIFICATION AND AUTHORIZE CHAIR TO SIGN - CML SECURITY, LLC WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Agreement for Professional Services for Jail -Steel Cell Window Frame Modification between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Facilities Department, and CML Security, LLC, commencing upon full execution of signatures, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Agreement for Professional Services for Jail -Steel Cell Window Frame Modification between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Facilities Department, and CML Security, LLC, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 14th day of February, A.D., 2022. BOARD OF COUNTY COMMISSIONERS WEL4 COU TY, COLORADO ATTEST: S ott K. James, Chair CC:86 (TT/SG) 2022-0533 92/22/22 BG0024 Canty d I1 5 1�-P FACILITIES DEPARTMENT PHONE: (970) 400-2023 FAX: (970) 304-6532 WEBSITE: www.co.weld.co.us 1105 H STREET P.O. BOX 758 GREELEY, COLORADO 80632 January 31, 2022 To: Board of County Commissioners From: Toby Taylor Subject: Jail Security— Pod Window Frame Modification The Jail staff has identified window frames in the facility in need of modification to prevent inmates from removing hardened no -pick caulking and fashion it into a weapon. The window frame modification will eliminate this significant safety/security concern. CML Security is currently an approved single source contractor that provides the Jail Security, Electronic, & Controls (SEC) services for the Jail. The single source contractor is approved and permitted under County Code Sec. 5-4-95. — Single Source Purchases CML Security has reviewed the work and has identified the cost to accomplish this as $31,784.00. Facilities is recommending approval. If you have any questions, please contact me at extension 2023. Sincerely, Toby Taylor Director 2022-0533 - AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY & CML SECURITY JAIL- STEEL CELL WINDOW FRAME MODIFICATION THIS AGREEMENT is made and entered into this lytday of vU , 2022, by and between the County of Weld, a body corporate and politic of the State ofdo, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and CML Security, whose address is 1785 W. 160th Ave. Suite 700 Broomfield, CO 80023, hereinafter referred to as "Contractor". WHEREAS, County requires an independent contractor to perform the services required by County; and WHEREAS, Contractor is single source provider and willing to perform and has the specific ability to perform the required Services at or below the cost set forth in Exhibit A: WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and services as set forth below; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibit A, which forms an integral part of this Agreement. Exhibit A is specifically incorporated herein by this reference. County and Contractor acknowledge and agree that this Agreement, including specifically Exhibit A, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements. Exhibit A consists of Contractor's Response to County's Request for services. The Response confirms Contractor's obligations under this Agreement. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the Project described in the Exhibit which is attached hereto and incorporated herein by reference. Contractor shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements of the Exhibit within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the execution of this Agreement by County and shall continue through and until Contractor's completion of the responsibilities 0&V-4.5:33 described in Exhibit A. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, County shall notify Contractor if it wishes to renew this Contract. 4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. 6. Compensation/Contract Amount. Upon Contractor's successful completion of the Project, and County's acceptance of the same, County agrees to pay an amount no greater than $31,784.00, which is the bid set forth in Exhibit. Contractor acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by Weld County, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20) 7. Independent Contractor. Contractor agrees that it is an independent Contractor and that Contractor's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contractor shall perform its duties hereunder as an independent Contractor. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contractor, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of this Project without County's prior written consent, which may be withheld in County's sole discretion. 9. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. 10. Confidentiality. Confidential financial information of Contractor should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this agreement. 11. Warranty, Contractor warrants that the services performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. In addition to the foregoing warranties, Contractor is aware that all work performed on this Project pursuant to this Agreement is subject to a one year warranty period during which Contractor must correct any failures or deficiencies. This warranty shall commence on the date of County's final inspection and acceptance of the Project. 12. Acceptance of Services Not a Waiver. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor. Acceptance by the County of, or payment for, the services completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance and Indemnification. General Requirements: Contractors/Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Contractors/Contract Professionals shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor/Contract Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees, or subcontractors. The The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. INDEMNITY: The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, law or court decree. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. This paragraph shall survive expiration or termination hereof. Types of Insurance: The Contractor/Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contractor's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance with the minimum limits as follows: $1,000,000 each occurrence; $2,000,000 general aggregate; $1,000,000 Personal Advertising injury $2,000,000 products & completed operations aggregate; Automobile Liability: Contractor/Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 forproperty damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. Pollution Liability: Contractor/Contract Professional shall provide Pollution Liability Insurance if/when it is found that soil has been contaminated. Contractors/Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder. Proof of Insurance: County reserves the right to require the Contractor/Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Contractor/Contract Professional's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Contractor/Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, subcontractors, independent Contractors, sub - vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contractor/Contract Professional. Contractor/Contract Professional shall include all such subcontractors, independent Contractors, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contractor/Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contractors, sub -vendors suppliers or other entities upon request by the County. 14. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 15. Examination of Records. To the extent required by law, the Contractor agrees that an duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. The Contractor agrees to maintain these documents for three years from the date of the last payment received. 16. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 17. Notices. County may designate, prior to commencement of work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. The County Representative for purposes of this Agreement is hereby identified as, Toby Taylor. All notices or other communications (including annual maintenance made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: (a) personal service by a reputable courier service requiring signature for receipt; or (b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or (c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required by the sending party; or (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notification Information: Contractor: CML Security Attn.: Cory Solberg -Division Manager Address: 1785 W. 160th Ave. Suite 700 Address: Broomfield, CO 80023 E-mail: csolber cr,cmisecurity.us Telephone: (720) 466-3650 County: Name: Toby Taylor Position: Director of Facilities Address: 1105 H Street Address: Greeley, CO 80632 E-mail: ttaylor(aico.weld.co.us Facsimile: 970-304-6532 18. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 19. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contractors or persons to perform services of the same or similar nature. 20. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 21. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24- 50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 25. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 26. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 27. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 28. Public Contracts for Services C.R.S. §8-17.5-101. Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contractor will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contractor shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contractor shall notify the subcontractor and County within three (3) days that Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contractor shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contractor shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the State of Colorado program, Contractor shall, within twenty days after hiring an new employee to perform work under the contract, affirm that Contractor has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contractor shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Contractor fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contractor receives federal or state funds under the contract, Contractor must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contractor operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibit, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. IN WITNESS WHEREOF, the parties hereto have signed this Agreement this 31st day of January , 2022. CONTRACTOR: CML Security By: '_.. Name: Cory Solberg Title: System Support Manager Date 01/31/2022 WELD COUNTYr , BOARD OF COUNTY COMMISSIONERS Weld C un Clerk to the Bo d WE COUNTY, COLORADO BY: eouty Cle o th oar,v t+ n ott K. James, Chair 19,61 FEB 14 2022 �D,V_�59& mL s e c u r i t y January 19, 2022 Rev 01 Weld County Steel Cell Modification Greeley, Colorado Exhibit A: Steel Cell Window Frame Modification To: Sterling Geesaman Attn: Sterling Geesaman 2110 O St, Greeley, Co 80631 970.400.2029 / Sgeesaman@weldgov.com 1.0 INTRODUCTION & CLARIFICATIONS CML Security LLC, the new owner of Metroplex Control Systems, is pleased to present this Quotation for your system needs on the above referenced project. This proposal and/or any subsequent revisions shall become part of any subcontract. CML Security reserves the right to retract this bid in the event of no mutually agreeable subcontract. 2.0 GENERAL INCLUSIONS 1. All materials, engineering, coordination, installation, and project management required to complete our scope of work as listed herein. 2. On -Site supervision and coordination as required and deemed necessary by CML. 3. All coordination drawings, shop drawings, engineering drawings, submittal drawings and other supplemental CAD drawings required to complete our scope of work as listed herein and coordinate with other trades. 4. Required warranties on all workmanship as dictated by the specifications. 5. Standard shipping and freight cost for materials/equipment have been included. Costs to expedite items have not been included. 6. Vehicle parking is available at no cost to CML Personnel and its subcontractors. 7. Applicable sales or use tax at [0.0%] 8. This price does not include a bond premium, if required please add 1.5% to the base price. 3.0 SCOPE OF WORK CML Security will provide the system(s) as per the scope of work contained within. We have reviewed the plans, specifications and all addendums for this project and noted any clarifications or exceptions below. Plan Drawings: N/A Specifications: Mock-up with the owner Addendums: Mock-up with the owner 4.0 INCLUSIONS CML Security includes the following for our Scope of Work: 1. Engineering/Drafting/Coordination/Programming 2. CML to provide a mock-up on the product to be approved 3. Material and equipment as listed a. 143-12ga metal for install on front side lite (22") w/ white powder -coat finish b. 19-12ga metal for install on rear lite (43.5") w/ white powder -coat finish c. Glazing Tape d. Fasteners/consumables/tools/equipment for installation as required e. Dynapoxy to be added only at locations that old caulking has been removed. 4. CML to provide lyear workmanship warranty CORPORATE HEADQUARTERS 1 1785 WEST 160TH AVE., SUITE 700 1 BROOMFIELD, CO 80023 1 P.7204663650 1 F. 720 438 7573 1 www.cmisecurity.us SAN ANTONIO REGIONAL OFFICE 1 16103 UNIVERSITY OAK, SUITE 200 1 SAN ANTONIO, TX 78249 1 P. 210 467 9255 1 SCML u r i t y 5.0 EXCLUSIONS CML Security excludes the following: 1. Permits, Performance Bond, Taxes unless specifically included 2. Conduit/raceway system, including junction boxes, pull boxes, ladder tray, wire ways, etc. 3. Cash allowances or owner contingencies of any kind are not included in this proposal 4. Temporary power, lighting, site water, trash removal, or onsite storage fees 5. Concrete work of any kind. 6. Commercial or detention hardware including door position switches, electric locks or associated doors or door hardware or demolition of existing devices 7. Any and all work related to any other sections not specifically listed herein. 8. Unloading, storage and distribution of materials not installed by CML 9. Hazardous Material removal of any kind. 10. Painting beyond powder -coating listed above 11. Security glazing of any kind 6.0 PROJECT TIMING AND DELIVERY 1. CML Security will begin work on acquiring the material needed for the installation of this project in 1 week ARO unless delayed by lack of provided information necessary to complete a proper submittal (i.e. AutoCAD backgrounds, detention hardware schedule, builder's hardware schedule, utility control schedules, elevator coordination, millwork coordination, precast submittals and coordination, etc.). 7.0 QUOTATION PROPOSAL COST ANALYSIS QUOTATION PROPOSAL PRICE: $ 31,784.00 1. BONDS/TAX/FREIGHT: This price does not include any applicable taxes, bonds or bond premium. If a tax exemption certificate is not provided, the bidder is not responsible for tax. CML Security can provide a bond if required for an extra fee. Freight is included in the price above. 2. PRICING GUARANTEE: Because of conditions beyond our control, this Proposal is effective for period of (30) days from the date above. Terms of payment are net thirty (30) days from invoice. No cash discounts for prepayment. Any order based on this quotation shall be subject to approval and acceptance by CML Security. No MBE/WBE/SBE content has been included in this quote due to the "security and specialty" nature of our work. CLOSING We appreciate the opportunity to partner with you in providing a solution to fit your needs. If there are any questions or concerns, please feel free to call or email any time. Sincerely, Wes Godfrey Chief Estimator, CML Security, LLC d. (720) 316.9413 1 c. (970) 324-6909 1 e. wgodfrey@cmlsecurity.us CORPORATE HEADQUARTERS 1 1785 WEST 160TH AVE., SUITE 700 1 BROOMFIELD, CO 80023 1 P. 720 466 3650 1 F. 720 438 7573 1 www.cmisecurity.us SAN ANTONIO REGIONAL OFFICE 1 16103 UNIVERSITY OAK, SUITE 200 1 SAN ANTONIO, TX 78249 1 P. 210 467 9255 2 ACORN® ��. CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 9/15/2021 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 Innovise Business Consultants 6600 E. Hampden AveIA/C. CONTACT NAME: Heather Lee PHONE FAX M. E:: 303-918-7572 A/C No): E-MAIL certificate trustinnovise.com Denver CO 80224 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Liberty Mutual Insurance Company 23043 INSURED CMLSECU-01 CML Security, LLC 1785 W 160th Avenue, Suite 700 INSURER B: Berkley Assurance Co. 39462 INSURER C: Zurich American Insurance Company 16535 INSURER D: Broomfield CO 80023 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1693231327 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 EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY Y V TB2-Z91-470206-031 3/1/2021 3/1/2022 EACH OCCURRENCE $1,000,000 CLAIMS -MADE OCCUR DAMAGE TO (RENTED PREMISES Ea occurrence) $1,000,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $1,000,000 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 GEN'L POLICY JE Q � LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: A AUTOMOBILE LIABILITY Y V AS2-Z91-470206-021 3/1/2021 3/1/2022 COMBINEaccidentD SINGLE LIMIT Ea $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ A X UMBRELLALIAB X OCCUR Y Y TH7-Z91-470206-011 3/1/2021 3/1/2022 EACH OCCURRENCE $10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAR CLAIMS -MADE DED X RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N V WC2-Z91-470206-041 3/1/2021 3/1/2022 X STTUTE ER A0TH- ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICERIMEMBEREXCLUDED? N / A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 B Professional (Claims Made)/ PCAB-5012008-0321 3/1/2021 3/1/2022 Per Claim/Occurrence $5,000,000 C Pollution (Occurrence) Builder's Risk MBR0518830-00 3/1/2021 3/1/2022 Policy Aggregate Retention $5,000,000 cis nnn DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is included as Additional Insured as required by written contract but only as respects to liability arising out of work performed by the named insured. The coverage is primary and non-contributory to any other valid and/or collectible insurance to the fullest extent the law allows per policy terms and conditions. Waiver of subrogation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Weld County, Colorado 1150 O Street AUTHORIZED REPRESENTATIVE Greeley CO 80631 '- © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: AS2-Z91-470206-021 Issued by: Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED - NONCONTRIBUTING This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIERS COVERGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage form. Schedule Name of Person(s) or Organizations(s): Any person or organization whom you agreed in writing as an additional insured, but only for the coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of coverage or the limits of insurance provided in this policy. Regarding Designated Contract or Project: Any and all projects. Each person or organization shown in the Schedule of this endorsement is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. The following is added to the Other Insurance Condition: If you have agreed in a written agreement that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to the "bodily injury" or "property damage", then this insurance will be primary and we will not seek contribution from such insurance. AC 84 23 08 11 © 2010, Liberty Mutual Group of Companies. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number TB2-Z91-470206-031 Issued by Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ADDITIONAL INSURED ENHANCEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Index of modified items: Item 1. Blanket Additional Insured Where Required By Written Agreement Lessors of Leased Equipment Managers or Lessors of Premises Mortgagees, Assignees or Receivers Owners, Lessees or Contractors Architects, Engineers or Surveyors Any Person or Organization Item 2. Blanket Additional Insured — Grantor Of Permits Item 3. Other Insurance Amendment Item 1. Blanket Additional Insured Where Required By Written Agreement Paragraph 2. of Section 11— Who Is An Insured is amended to add the following: Additional Insured By Written Agreement The following are insureds under the Policy when you have agreed in a written agreement to provide them coverage as additional insureds under your policy: 1. Lessors of Leased Equipment: The person(s) or organization(s) from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). This insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 2. Managers or Lessors of Premises: Any manager(s) or lessor(s) of premises leased to you in which the written lease agreement obligates you to procure additional insured coverage. The coverage afforded to the additional insured is limited to liability in connection with the ownership, maintenance or use of the premises leased to you and caused, in whole or in part, by some negligent act(s) or omission(s) of you, your "employees", your agents or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out of the additional insured's sole negligence. LC 20 581118 © 2018 Liberty Mutual Insurance Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises or to lease that land; b. Structural alterations, new construction or demolition operations performed by or on behalf of that manager or lessor; or c. Any premises for which coverage is excluded by endorsement. 3. Mortgagees, Assignees or Receivers: Any person(s) or organization(s) with respect to their liability as mortgagee, assignee or receiver and arising out of your ownership, maintenance or use of the premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or on behalf of such person(s) or organization(s). 4. Owners, Lessees or Contractors: Any person(s) or organization(s) to whom you are obligated to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of your "employees", your agents, or your subcontractors, in the performance of your ongoing operations. This insurance does not apply to "bodily injury", "property damage", or "personal and advertising injury" arising out of "your work" included in the "products -completed operations hazard" unless you are required to provide such coverage for the additional insured by the written agreement, and then only for the period of time required by the written agreement and only for liability caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of your "employees", your agents, or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out the additional insured's sole negligence. 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 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 failure to render any professional services. 5. Architects, Engineers or Surveyors: Any architect, engineer, or surveyor engaged by you but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of those acting on your behalf: a. In connection with your premises; or b. In the performance of your ongoing operations. 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 by or for you, including: LC 20 58 11 18 © 2018 Liberty Mutual Insurance Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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 failure to render any professional services by or for you. 6. Any Person or Organization Other Than a Joint Venture: Any person(s) or organization(s) (other than a joint venture of which you are a member) for whom you are obligated to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with premises owned by or rented to you. This insurance does not apply to: a. Any person(s) or organization(s) more specifically covered in Paragraphs 1. through 5. above; b. Any construction, renovation, demolition or installation operations performed by or on behalf of you, or those operating on your behalf; or c. Any person(s) or organization(s) whose profession, business or occupation is that of an architect, surveyor or engineer with respect to liability arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving or failing to prepare or approve, maps, drawings, opinions, reports, surveys, field orders, change orders, designs and specifications; or (2) 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 failure to render any professional services by or on behalf of you, or those operating on your behalf. The insurance afforded to any person(s) or organization(s) as an insured under this Item 1.: 1. Applies to the extent permitted by law; 2. Applies only to the scope of coverage and the minimum limits of insurance required by the written agreement, but in no event exceeds either the scope of coverage or the limits of insurance provided by this Policy; 3. Does not apply to any person(s) or organization(s) for any "bodily injury", "property damage" or "personal and advertising injury" if any other additional insured endorsement attached to this Policy applies to such person(s) or organization(s) with regard to the "bodily injury", "property damage" or "personal and advertising injury"; 4. Applies only if the "bodily injury" or "property damage" occurs, or the offense giving rise to the "personal and advertising injury" is committed, subsequent to the execution of the written agreement; and 5. Applies only if the written agreement is in effect at the time the "bodily injury" or "property damage" occurs, or at the time the offense giving rise to the "personal and advertising injury" is committed. LC 20 58 11 18 ©2O18 Liberty Mutual Insurance Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Item 2. Blanket Additional Insured - Grantor Of Permits Paragraph 2. of Section II — Who Is An Insured is amended to add the following: Any state, municipality or political subdivision that has issued you a permit in connection with any operations performed by you or on your behalf, or in connection with premises you own, rent or control, and to which this insurance applies, but only to the extent that you are required to provide additional insured status to the state, municipality or political subdivision as a condition of receiving and maintaining the permit. Such state, municipality or political subdivision that has issued you a permit is an insured only with respect to their liability as grantor of such permit to you. However, with respect to the state, municipality or political subdivision: 1. Coverage will be no broader than required; and 2. Limits of insurance will not exceed the minimum limits of insurance required as a condition for receiving or maintaining the permit; but neither the scope of coverage nor the limits of insurance will exceed those provided by this Policy. This insurance does not apply to: 1. "Bodily injury", "property dama e" or "personal and advertising injury" arisin out of operations performed for � 1 Y� 9 P J Y 9 P the state, municipality or political subdivision; 2. Any "bodily injury" or "property damage" included within the "products -completed operations hazard", except when required by written agreement initiated prior to loss; or 3. "Bodily injury", "property damage" or "personal and advertising injury", unless negligently caused, in whole or in part, by you or those acting on your behalf. Item 3. Other Insurance Amendment If you are obligated under a written agreement to provide liability insurance on a primary, excess, contingent, or any other basis for any person(s) or organization(s) that qualifies as an additional insured on this Policy, this Policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions will not apply. Where the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions will apply. However, this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured for the same "occurrence", claim or "suit". LC 20 581118 ©2018 Liberty Mutual Insurance Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number TB2-Z91-470206-031 Issued by Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ENHANCEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Index of modified items: Item 1. Reasonable Force Item 2. Non -Owned Watercraft Extension Item 3. Damage To Premises Rented To You — Expanded Coverage Item 4. Bodily Injury To Co -Employees Item 5. Health Care Professionals As Insureds Item 6. Knowledge Of Occurrence Or Offense Item 7. Notice Of Occurrence Or Offense Item 8. Unintentional Failure To Disclose Item 9. Bodily Injury Redefined Item 10. Supplementary Payments — Increased Limits Item 11. Property In Your Care, Custody Or Control Item 12. Mobile Equipment Redefined Item 13. Newly Formed Or Acquired Entities Item 14. Waiver Of Right Of Recovery By Written Contract Or Agreement Item 1. Reasonable Force Exclusion a. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury "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. Item 2. Non -Owned Watercraft Extension Paragraph (2) of Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge; Item 3. Damage To Premises Rented To You — Expanded Coverage A. The final paragraph of 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: LC 0443 11 18 © 2018 Liberty Mutual Insurance Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Exclusions c. through n. do not apply to damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage 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. B. Paragraph 6. of Section Ill — Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 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, lightning, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. The Damage To Premises Rented To You Limit is the greater of: a. $300,000; or b. The Damage To Premises Rented To You Limit shown on the Declarations. C. Paragraph 9.a. of the definition of "insured contract" in Section V — Definitions is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; D. The paragraph immediately following Paragraph (6) of Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits of Insurance. Item 4. Bodily Injury To Co -Employees A. Paragraph 2. of Section II — Who Is An Insured is amended to include: Each of the following is also an insured: Your "employees" (other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company)) or "volunteer workers" are insureds while in the course of their employment or while performing duties related to the conduct of your business with respect to "bodily injury": (1) To you; (2) To your partners or members (if you are a partnership or joint venture); (3) To your members (if you are a limited liability company); or (4) To a co -"employee" or "volunteer worker" while that co -"employee" or "volunteer worker" is either in the course of his or her employment by you or while performing duties related to the conduct of your business (including participation in any recreational activities sponsored by you). Paragraph 2.a.(1)(a) of Section II — Who Is An Insured does not apply to "bodily injury" for which insurance is provided by this paragraph. LC 0443 11 18 © 2018 Liberty Mutual Insurance Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. B. The insurance provided by this Item 4. for "bodily injury" to a co -"employee" or "volunteer worker" will not apply if the injured co -"employee's" or "volunteer worker's" sole remedy for such injury is provided under a workers' compensation law or any similar law. C. Other Insurance The insurance provided by this Item 4. is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis. Item 5. Health Care Professionals As Insureds A. Paragraph 2.a.(1)(d) of Section II — Who Is An Insured is replaced by the following: (d) Arising out of his or her providing or failure to provide professional health care services. However, any "employee" or "volunteer worker" of the Named Insured who is acting as a Good Samaritan in response to a public or medical emergency or who is a "designated health care provider" is an insured with respect to "bodily injury" and "personal and advertising injury" that: (i) Arises out of the providing of or failure to provide professional health care services; and (ii) Occurs in the course of and within the scope of such "employee's" or "volunteer worker's" employment by the Named Insured. B. With respect to "employees" and "volunteer workers" providing professional health care services, the following exclusions are added to Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability: This insurance does not apply to: (1) Liability assumed under an "insured contract" or any other contract or agreement; (2) Liability arising out of the providing of professional health care services in violation of law; (3) Liability arising out of the providing of any professional health care services while in any degree under the influence of intoxicants or narcotics; (4) Liability arising out of any dishonest, fraudulent, malicious or knowingly wrongful act or failure to act; or (5) Punitive or exemplary damages, fines or penalties. C. The following definition is added to Section V — Definitions: "Designated health care provider" means any "employee" or "volunteer worker" of the Named Insured whose duties include providing professional health care services, including but not limited to doctors, nurses, emergency medical technicians or designated first aid personnel. D. Other Insurance The insurance provided by this Item 5. is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis. Item 6. Knowledge Of Occurrence Or Offense Knowledge of an "occurrence" or offense by your agent, servant or "employee" will not in itself constitute knowledge by you unless your "executive officer" or "employee" designated by you to notify us of an "occurrence" or offense has knowledge of the "occurrence" or offense. LC 04 43 11 18 © 2018 Liberty Mutual Insurance Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Item 7. Notice Of Occurrence Or Offense For purposes of Paragraph 2.a. of Section IV — Commercial General Liability Conditions, you refers to your "executive officer" or "employee" that you have designated to give us notice. Item 8. Unintentional Failure To Disclose Unintentional failure of the Named Insured to disclose all hazards existing at the inception of this Policy shall not be a basis for denial of any coverage afforded by this Policy. However, you must report such an error or omission to us as soon as practicable after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non - renewal. Item 9. Bodily Injury Redefined The definition of "bodily injury" in Section V — Definitions is replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time; and b. Mental anguish, shock or humiliation arising out of injury as defined in Paragraph a. above. Mental anguish means any type of mental or emotional illness or distress. Item 10. Supplementary Payments — Increased Limits Paragraphs 1.b. and 1.d. of Section I — Supplementary Payments — Coverages A And B are replaced by the following: b. Up to $3,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist 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. Item 11. Property In Your Care, Custody Or Control A. Paragraphs (3) and (4) of Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability are deleted. B. Additional Exclusion Coverage provided by this endorsement does not apply to "property damage" to property while in transit. C. Limits of Insurance Subject to Paragraphs 2., 3., and 5. of Section III — Limits Of Insurance, the most we will pay for insurance provided by Paragraph A. above is: $10,000 Each Occurrence Limit $75,000 Aggregate Limit The Each Occurrence Limit for this coverage applies to all damages as a result of any one "occurrence" regardless of the number of persons or organizations who sustain damage because of that "occurrence". LC 0443 11 18 © 2018 Liberty Mutual Insurance Page 4 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. The Aggregate Limit is the most we will pay for the sum of all damages under this Item 11. D. Other Insurance This insurance does not apply to any portion of a loss for which the insured has available any other valid and collectible insurance, whether primary, excess, contingent, or on any other basis, unless such other insurance was specifically purchased by the insured to apply in excess of this Policy. Item 12. Mobile Equipment Redefined The definition of "mobile equipment" in Section V — Definitions is amended to include self-propelled vehicles with permanently attached equipment less than 1000 pounds gross vehicle weight that are primarily designed for: (1) Snow removal; (2) Road maintenance, but not construction or resurfacing; or (3) Street cleaning. Item 13. Newly Formed Or Acquired Entities A. Paragraph 3. of Section II — Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain majority ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until: (1) The 180th day after you acquire or form the organization; (2) Separate coverage is purchased for the organization; or (3) The end of the policy period whichever is earlier; b. Section I — Coverage A — Bodily Injury And Property Damage Liability does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Section I — Coverage B — Personal And Advertising Injury Liability does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. B. The insurance afforded to any organization as a Named Insured under this Item 13. does not apply if a Broad Form Named Insured endorsement attached to this Policy applies to that organization. Item 14. Waiver Of Right Of Recovery By Written Contract Or Agreement The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General Liability Conditions: We waive any right of recovery because of payments we make under this Policy for injury or damage arising out of your ongoing operations or "your work" included in the "products -completed operations hazard" that we may have against any person or organization with whom you have agreed in a written contract or agreement to waive your rights of recovery but only if the "bodily injury" or "property damage" occurs, or offense giving rise to "personal and advertising injury" is committed subsequent to the execution of the written contract or agreement. LC 0443 11 18 © 2018 Liberty Mutual Insurance Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 20 PERFORM CONTRACTOR'S PROTECTIVE, PROFESSIONAL, POLLUTION, CYBER, MEDIA AND MITIGATION RESPONSE POLICY NOTICE: THIS IS A CLAIMS MADE AND REPORTED POLICY (EXCEPT FOR COVERAGE C). SUBJECT TO ITS PROVISIONS, THIS POLICY (EXCEPT FOR COVERAGE C) APPLIES ONLY TO CLAIMS WHICH ARE FIRST MADE BY OR AGAINST YOU DURING THE POLICY PERIOD OR THE OPTIONAL EXTENDED REPORTING PERIOD, IF APPLICABLE, AND FIRST REPORTED IN WRITING TO US IN THOSE PERIODS OR THE AUTOMATIC EXTENDED REPORTING PERIOD. UNLESS SPECIFICALLY PROVIDED OTHERWISE, CLAIM EXPENSES ARE INCLUDED WITHIN AND REDUCE THE LIMIT OF LIABILITY, AND ARE SUBJECT TO ANY APPLICABLE SELF -INSURED RETENTION. PLEASE READ THE ENTIRE POLICY CAREFULLY. Words and phrases that appear in bold print, excluding caption headings, have special meanings that are defined in the Definitions of this Policy. The words "we," "us" and "our" mean the Insurer shown in the header of the Declarations of this Policy. The words "you" and "your" mean any person or entity described in the Definition of Insured. In consideration of the payment of the premium, and in reliance upon the statements made in the application, materials, and information provided by you, which are incorporated into this Policy, form a part hereof, and are a representation upon which this Policy has been issued, we agree with you as follows: INSURING AGREEMENT A. Protective Indemnity We shall indemnify you for Protective Loss on a Protective Claim as established by final judgment or settlement to which we agree in writing, in excess of collectible Recoverable Insurance, provided that: 1. the Protective Claim arises out of: a. a negligent act, error or omission in the rendering of or failure to render Professional Services; or b. a Pollution Condition resulting from the performance of Contractor Activities; by the Responsible Entity that were rendered or performed on or after the Retroactive Date and before the end of the Policy Period; and 2. the Protective Claim for such Protective Loss is first made by you during the Policy Period or Optional Extended Reporting Period, if applicable, and reported in writing by you to us during one of those periods or the Automatic Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Protective Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances which could give rise to Protective Loss; and 4. you made all reasonable efforts to recover your Protective Loss from the Responsible Entity. B. Professional Liability We will defend you against any Professional Claim (as provided in Section III.A. of this Policy) and pay on your behalf all Damages and Claim Expense for that Professional Claim in excess of any applicable Self - Insured Retention, provided that: 1. the Professional Claim arises out of an actual or alleged negligent act, error or omission in the rendering of or failure to render Professional Services by you, or by a Responsible Entity for whom you are legally responsible, on or after the Retroactive Date and before the end of the Policy Period; and 2. the Professional Claim is first made against you during the Policy Period or Optional Extended Reporting Period, if applicable, and reported in writing by you to us during one of those periods or the Automatic Policy Form: PERFORM -10002 (11-20) Page 2 of 20 Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Professional Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances which could give rise to a Professional Claim. C. Contractor Pollution Liability We will defend you against any Pollution Claim (as provided in Section III.A. of this Policy) and pay on your behalf for all Pollution Loss and Claim Expense for that Pollution Claim in excess of any applicable Self - Insured Retention, provided that: 1. the Pollution Claim arises out of an actual or alleged Pollution Condition that results from the performance of Contractor Activities by you, or by a Responsible Entity for whom you are legally responsible; and 2. the Pollution Claim is for Bodily Injury or Property Damage that occurs during the Policy Period, or for Cleanup Costs for a Pollution Condition that occurs during the Policy Period, provided that: a. progressive, continuous, intermittent or indivisible Bodily Injury or Property Damage, or Pollution Condition(s) for which Cleanup Costs are incurred, shall be deemed to have occurred only on the date of first exposure to the Pollution Condition, which is: i. for Bodily Injury, the date of first exposure of any person to that Pollution Condition; or for Property Damage or Cleanup Costs, the date the Pollution Condition first commenced; and b. if the date of the first exposure cannot be immediately determined to have been within this Policy Period, and you have no liability insurance incepting prior to the inception of this Policy that provides pollution liability coverage for the subject Contractor Activities (regardless of whether the insurance covers this Pollution Claim), and the Bodily Injury, Property Damage or Pollution Condition for which Cleanup Costs are incurred continues to exist during the Policy Period, the date of the first exposure shall be deemed to have occurred only on the inception date of the first policy we issued insuring you for the subject Contracting Activities for this type of Pollution Claim. No more than one policy issued by us can be applicable to the Pollution Claim; and prior to the effective date of the first policy insuring this type of Pollution Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Pollution Claim. D. Cyber Liability We will defend you against a Cyber Claim (as provided in Section III.A. of this Policy) and pay on your behalf all Damages and Claims Expense for the Cyber Claim in excess of any applicable Self -Insured Retention, provided that: 1. the Cyber Claim arises out of Contractor Activities or Professional Services performed or rendered by you, or by a Responsible Entity for whom you are legally responsible, on or after the Retroactive Date and before the end of the Policy Period; and 2. the Cyber Claim is first made against you during the Policy Period or Optional Extended Reporting Period, if applicable, and reported in writing by you to us during one of those periods or the Automatic Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Cyber Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Cyber Claim. E. Media and Personal Injury Liability We will defend you against any Media and Personal Injury Claim (as provided in Section III.A. of this Policy) and pay on your behalf all Damages and Claim Expense for that Media and Personal Injury Claim in excess of any applicable Self -Insured Retention, provided that: Policy Form: PERFORM -1 0002 (11-20) Page 3 of 20 1. the Media and Personal Injury Claim arises out of an actual or alleged negligent act, error or omission in the rendering of or failure to render Professional Services, Media Activities or Information Technology Services by you, or by a Responsible Entity for whom you are legally responsible, on or after the Retroactive Date and before the end of the Policy Period; and 2. the Media and Personal Injury Claim is first made against you during the Policy Period or the Optional Extended Reporting Period, if applicable, and first reported in writing by you to us during one of those periods or the Automatic Extended Reporting Period; and 3. prior to the effective date of the first policy insuring this type of Media and Personal Injury Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Media and Personal Injury Claim. F. Mitigation We agree to pay you or on your behalf for Mitigation Cost in excess of any applicable Self -Insured Retention to mitigate or avoid a Professional Claim, Pollution Claim, Cyber Claim or Media and Personal Injury Claim that would be covered under this Policy, but has not yet been made, provided that: 1. the services or other activities you seek to mitigate or rectify were rendered or performed on or after the Retroactive Date and before the end of the Policy Period; and 2. the circumstances that would reasonably be expected to lead to such Claim are first reported in writing by you to us during the Policy Period; and 3. prior to the effective date of the first policy insuring such type of potential Claim issued to you by us, and continuously renewed by us, the Principal Personnel had no knowledge of circumstances that could give rise to a Claim; and 4. before incurring any Mitigation Cost, you demonstrate to us the reasonableness and necessity of the proposed cost in light of the projected benefit in terms of mitigating or avoiding payment under this Policy on the reasonably expected covered Claim, and we provide our prior written consent for such Mitigation Cost, such consent not to be unreasonably withheld. II. SUPPLEMENTAL COVERAGES The Limits of Liability for each of the following Supplemental Coverages are separate from the Limits of Liability for the coverages in Section I. Insuring Agreement of this Policy, and payments made under the Supplemental Coverages do not erode the Limits of Liability for those coverages. A. Litigation Attendance Reimbursement Upon written request by you, we shall reimburse you for your actual and documented loss of earnings and reasonable expenses incurred when you attend a hearing, deposition, or trial at our written request, in the course of our defending a Claim under this Policy. B. Disciplinary Proceedings Defense Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we will select and retain counsel for you and pay such counsel's reasonable and necessary fees and expenses in defense of a disciplinary proceeding against you before a design professional or contractor licensing board first brought against you during the Policy Period or Optional Extended Reporting Period, if applicable, and arising out of either an actual or alleged negligent act, error or omission in the rendering of Professional Services or Pollution Conditions resulting from the performance of Contractor Activities, rendered or performed by or on behalf of you on or after the Retroactive Date and before the end of the Policy Period. C. Subpoena Defense Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we will select and retain counsel for you and pay such counsel's reasonable and necessary fees and expenses to advise and represent you regarding the production of documents and during the preparation for and giving of testimony, in response to a subpoena Policy Form: PERFORM -10002 (11-20) Page 4 of 20 in a proceeding other than a Claim against you or a Protective Claim, that is both first served on you and reported to us in writing during the Policy Period or the Optional Extended Reporting Period, if applicable, and arising from Professional Services or Pollution Conditions resulting from the performance of Contractor Activities, rendered or performed by or on behalf of you on or after the Retroactive Date and before the end of the Policy Period. D. ADA and FHA Defense Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we shall select and retain counsel and pay such counsel's reasonable and necessary fees and expenses incurred when you respond to regulatory or administrative actions first brought against you during the Policy Period by a government agency under the Americans with Disabilities Act of 1990 (ADA) or the Fair Housing Act (FHA), and alleging a negligent act, error or omission in the rendering of Professional Services by or on behalf of you, provided that such Professional Services were rendered on or after the Retroactive Date and before the end of the Policy Period. E. Corporate Reputation Rehabilitation Upon written request by you, we shall pay on behalf of you the reasonable and necessary fees and expenses subsequently incurred by a public relations firm approved by us to restore your corporate reputation that is damaged as a result of a Claim that we defend under this Policy or circumstances for which we consent to the incurring of Mitigation Cost or Emergency Expense under this Policy. We have the right to require for approval of the public relations firm minimum professional certifications and qualifications (e.g., Examination for Accreditation in Public Relations, or Accredited Business Communicator from International Association of Business Communicators). F. Protective Claim Bankruptcy Litigation Expense Reimbursement Upon written request by you, we shall reimburse you for the reasonable and necessary fees and expenses of retaining bankruptcy counsel in the making of a Protective Claim arising out of Professional Services that qualifies for coverage under this Policy against a Responsible Entity who has filed for or been put into bankruptcy under the United States Bankruptcy Code, provided that the Protective Claim, at least in part, is allowed as against or results in a judgment against the Responsible Entity in your favor, which is final and no longer subject to objection or appeal. G. Building Information Modeling - Extra Expense Upon written request by you during the Policy Period, Automatic Extended Reporting Period or the Optional Extended Reporting Period, if applicable, we shall reimburse you for the reasonable and necessary additional expense payable to a third party software consulting company, not otherwise recoverable from any warrantee or guarantee, arising from loss of or damage to any information due to inherent malfunction of any software used in connection with any Building Information Modeling system purchased from a third party vendor and not modified by you or on your behalf, including but not limited to erroneous calculations or modeling, provided that the malfunction is first discovered during the Policy Period and after the system has been put to its intended use in the course of actual construction. H. Emergency Expense We will indemnify you for Emergency Expense in excess of the Self -Insured Retention, if applicable, provided that the Emergency Expense must be both incurred by you and reported to us, in writing and as soon as practicable, during the Policy Period, but no later than ten (10) days from the discovery of the Pollution Condition resulting from the performance of Contractor Activities or the expiration of the Policy Period, whichever occurs first, and provided that the Contracting Activities giving rise to the need for Emergency Expense were rendered or performed on or after the Retroactive Date and before the end of the Policy Period. III. DEFENSE, SETTLEMENT AND COOPERATION A. Defense (Coverages B, C, D and E) 1. We have the right and duty to defend you against any Claim proceeding in the United States or Canada under Coverage B, C, D or E of this Policy: Policy Form: PERFORM -1 0002 (11-20) Page 5 of 20 a. even if groundless or false; b. with counsel of our mutual agreement; and for any Claim proceeding anywhere else in the world seeking such Damages or Pollution Loss, we shall have the right, but not the duty, to defend you against such Claim. You shall have the duty to investigate and defend such Claims, and we will treat all reasonable and necessary fees and expenses paid to others in the course of doing so as Claim Expense. 2. If you and we cannot mutually agree upon defense counsel, we shall have the final right to select defense counsel, but we then will allow for a 25% Self -Insured Retention credit, up to a maximum of $25,000 per Claim, towards the costs of having you retain your own counsel to monitor the Claim. Defense counsel selected by us will have the sole right and responsibility for defending you against the Claim. 3. In the event you are entitled by law to retain independent counsel of your choosing to defend you at our expense and you choose to do so, the attorney fee component of Claim Expense shall be limited to the average of the rates we actually pay to counsel we retain in the ordinary course of business in the defense of similar Claims in the community where the Claim arose or is being defended. In addition, we may require that the independent counsel possess certain minimum qualifications, which may include that the selected counsel have: (1) at least five years of civil litigation experience defending similar Claims; and (2) errors and omissions coverage. You further agree to require your independent counsel to provide us with information concerning the Claim in a timely manner, to respond to our requests for information concerning the Claim, and to comply with our reporting and billing guidelines. 4. We shall have no obligation to pay any Claim Expense or to defend any Claim after all applicable Limits of Liability have been exhausted by incurred amounts or by payment, or after deposit or tender of the remaining applicable Limit of Liability into court. B. Settlement and Consent (Coverages B, C, D and E) We have the right to investigate, conduct negotiations concerning and, with your written consent, settle any Claim as we deem expedient. If you refuse to consent to a settlement or compromise recommended by us and acceptable to the claimant, then our Limit of Liability under this Policy with respect to such Claim shall be reduced to the amount for which the Claim could have been settled, including all Claim Expenses incurred up to the time we made our recommendation to you. C. Settlement (Coverage A) 1. We have the right to investigate and participate in all negotiations concerning a Protective Claim. 2. You will not settle any Protective Claim for which coverage may be sought under this Policy without our written consent, which shall not be unreasonably withheld. We will not pay any Loss on a Protective Claim settled in part or whole without our consent. D. Proactive Resolution of Substantiated Protective Claim (Coverage A) If you provide us substantiation that satisfies us that the liability of the Responsible Entities and the value of your Protective Loss are not reasonably disputable and exceed all collectible Recoverable Insurance, then upon your written request, we will provide you the following proactive assistance in pursuing recovery for your Protective Loss: 1. we will consult with you in the prosecution of your Protective Claim and provide our input on strategy for the efficient resolution of the Protective Claim; 2. we will attend or otherwise participate in settlement negotiations, including mediations and settlement conferences, for the resolution of the Protective Claim; 3. we will assist you in negotiations with representatives for any Recoverable Insurance; and 4. if all of your reasonable efforts to recover your Protective Loss and the foregoing fail due to the Policy Form: PERFORM -10002 (11-20) Page 6 of 20 refusal of the Responsible Entity or the representatives for Recoverable Insurance to settle your substantiated Protective Claim, we will pay the portion of your Protective Loss in excess of the available collectible Recoverable Insurance. The costs we incur in performing the activities described in Paragraphs 1. through 3., above, shall be borne by us and shall not erode the Limits of Liability described in Section VI. of this Policy. E. Your Duties (All Coverages) As a condition precedent to this insurance, in the event of any First Party Claim, Claim or reported circumstance: 1. You shall promptly forward to us all documents that you send or receive in connection with the First Party Claim, Claim or circumstance, and you will direct all inquiries regarding a Claim or circumstance to us or to our designated attorney. 2. You shall cooperate fully with us and our designees in the investigation, defense and settlement of any First Party Claim, Claim or circumstance, the conduct of suit or any other proceeding, and in securing and enforcing any right of contribution, indemnity, or other recovery that you potentially may have; such cooperation includes but is not limited to, when requested, attending any proceedings, assisting in securing evidence and obtaining the attendance and testimony of witnesses, whether in a legal proceeding or in an examination by us; and such cooperation will be without charge to us, except as provided otherwise in the Supplemental Coverage for Litigation Attendance Reimbursement. Such cooperation is agreed by us and you to be in furtherance of our common interest in the First Party Claim or Claim, such that all such communications shall be protected by all applicable privileges and protections. 3. You shall not voluntarily make any payment, assume or admit any liability, consent to any judgment, settle any First Party Claim or Claim, or incur any Claim Expense or Mitigation Cost, for which coverage may be sought under this Policy, without our prior written consent, except for Emergency Expense. We shall not be liable for any payment, assumed or admitted liability, consent judgment, settlement, or Claim Expense to which we have not consented. You shall not release or compromise any right you may have with respect to a First Party Claim or Claim without our prior written consent. We shall not be liable for any Loss attributable to a release without such consent. 4. You shall obtain our written consent before exercising any right, assuming any obligation, or making any agreement, with respect to any dispute resolution mechanism or process for a First Party Claim or Claim, including but not limited to rejecting or demanding arbitration. IV. DEFINITIONS Words stated in the singular will be construed as also being stated in the plural and vice versa. For purposes of this Policy: A. Advertising means material which promotes your products, services or business. B. Bodily Injury means physical injury, sickness, disease, building -related illness, mental anguish, emotional distress, or shock sustained by any person, including death resulting therefrom. Furthermore, Bodily Injury shall extend to include the monitoring of medical conditions. C. Claim means Professional Claim, Pollution Claim, Cyber Claim, and Media and Personal Injury Claim. D. Claim Expense means reasonable and necessary fees and costs incurred by us to investigate and defend any Claim for which coverage is provided under this Policy, including fees and costs charged by adjusters appointed by us to investigate a Claim. Claim Expense includes reasonable and necessary fees in defending such a Claim, for attorneys, investigators, arbitrators, mediators, consultants and expert testimony, as well as court and arbitration costs and expenses, but shall not include any remuneration, salaries, regular or overtime wages, benefits, fees or other payment of directors, officers, managers and employees of you or us, or fees and expenses of independent adjusters. Claim Expense also includes premiums for the covered portion of appeal bonds, attachment bonds or any similar bonds; however, we are not obligated to apply for, secure or furnish any such bond. Policy Form: PERFORM -10002 (11-20) Page 7 of 20 E. Cleanup Costs means costs for the investigation, monitoring, or disposal of soil, surface water, groundwater, indoor or outdoor atmosphere or other contamination; or for cleanup, abatement, containment, capping, remediation, or correction of a Pollution Condition resulting from the performance of Contractor Activities. Cleanup Costs also includes Restoration Costs. F. Content means data, digital code, images, drawings, scents, sounds, tastes, texts or textures. G. Contractor Activities means: 1. any general construction, construction management, or environmental activity; or 2. any loading, unloading, delivery or transportation of goods, materials, products, or waste to or from any site at which the activities, described in Paragraph 1. of this Definition, are performed as long as such activity is performed by an entity that is properly licensed to deliver or transport such goods, materials, products, or waste; or 3. any operation, use, ownership, or maintenance of a land motor vehicle, off -road motor vehicle, mobile equipment, trailer, semi -trailer, watercraft, aircraft, or rolling stock in connection with the activities described in Paragraph 1. of this Definition; or 4. the use of a Non -Owned Location. Contractor Activities also includes Completed Operations. For the purpose of this Policy, Completed Operations means any of the activities described in Paragraphs 1. through 4. of this Definition that have been completed, including materials, parts or equipment furnished in connection with such work or operations. H. Cyber Claim means a written demand, demand for arbitration or mediation, or suit, made against you seeking money or services due to a Cyber Security Breach. I. Cyber Security Breach means any of the following circumstances: 1. the failure to prevent the introduction or transmission of a computer virus or any other malicious code, but only if such computer virus or malicious code affects the data, software, firmware, systems or networks of your clients; 2. the failure to provide your clients with access to your website, or your computer or communications network, when your clients have authorized use of your website, or your computer or communications network; 3. failure to prevent unauthorized access to, or use of, data, software, firmware, systems or networks containing private or confidential information of your client; 4. the destruction, deletion or corruption of your client's electronic data; or 5. failure to prevent the theft, unauthorized or illegal disclosure or loss of your client's information listed below: a. an individual, natural person's private Content, or b. commercial confidential information that resides in or on your hardware devices or data systems, including such information stored on your computer infrastructure system including cloud, remote servers at a co -location or data hosting services or any other data storage not in insureds direct control. J. Damages mean any amounts you are legally obligated to pay. K. Emergency Expense means reasonable and necessary expense, incurred by you, on an emergency basis, to contain, control, mitigate or rectify a Pollution Condition resulting from the performance of Contractor Activities that is an imminent and substantial endangerment to public health, safety or welfare, or the environment, where the absence of such emergency action being undertaken without delay, further harm to third parties or the environment is imminent. Policy Form: PERFORM -10002 (11-20) Page 8 of 20 L. First Party Claim means a Protective Claim and any other request of us by you for Mitigation Cost or for sums arising out of any of the insuring agreements described in the Supplemental Coverage Section of this Policy. M. Information Technology Products means a computer or telecommunication hardware or software product or other electronic product that is used, created, developed or manufactured by or for you, including software updates, service packs and other maintenance releases for such products. N. Information Technology Services means 1. Consulting on, design of, development of, analysis of, integration of, interface of, modification of and programming of software, hardware, networks, telecommunication systems and electronic or digital devices performed by you or on your behalf for your clients; 2. installation of, training in the use of, support of, servicing of, maintenance of, repair of your Information Technology Products; 3. marketing of, selling of, licensing of and distribution of Information Technology Products; 4. storage of, warehousing of, mining of and processing of data by you; 5. managing, operating, administering and hosting Information Technology Products for your clients; or 6. activities performed on your website(s); but shall not mean Information Technology Products. O. Insured means: 1. the Named Insured; or 2. any fully owned subsidiary corporations or subsidiary limited liability companies of the Named Insured, of any tier, in the past, as now constituted or hereafter constituted, subject to the limitations in Paragraph 9. of this Definition for the newly acquired or formed entities described therein; or 3. any present or former partner, director, officer, manager, member, shareholder, principal, trustee, or employee of the Named Insured solely while acting on behalf of the Named Insured, but this Paragraph 3. shall not make any entity an Insured solely because of its participation with the Named Insured in a legal entity such as a joint venture or limited liability company; or 4. any Insured with regard to its participation in a legal entity, including a joint venture or limited liability company, but solely for the Named Insured's legal liability arising out of the performance of Professional Services, Contractor Activities, Media Activities or Information Technology Services under the respective legal entity, and such legal entity itself, or any other entity other than an Insured that is part of the legal entity, are not Insureds; or 5. with regard to Coverage C only, any client of the Named Insured, or other entity or person, that the Named Insured is obligated to name as an additional insured on this Policy pursuant to a written contract, agreement, or permit, executed prior to when the Pollution Claim was first made, and solely as respects Pollution Conditions resulting from the Named Insured's performance of Contractor Activities; or 6. any entity which is specifically identified as an Insured in the Declarations or by endorsement to this Policy; or 7. the estate, heirs, executors, shareholders, administrators or legal representatives of an Insured in the event of such Insured's death, incapacity, or bankruptcy, or the spouse or legal domestic partner of any Insured, but only to the extent such Insured would otherwise be provided coverage under this Policy while acting solely on behalf of the Named Insured; or 8. any prior entity that has been reported to us prior to when the First Party Claim or Claim was first made and whose assets, partners, principals, or shareholders were acquired by the Named Insured, and for which the Named Insured is required to provide liability insurance under a written contract or Policy Form: PERFORM -1 0002 (11-20) Page 9 of 20 agreement executed before the First Party Claim or Claim was first made; or 9. any entity newly formed or acquired by the Named Insured during the Policy Period in which the Named Insured has more than 50% legal or beneficial interest and over which the Named Insured exercises management or financial control and has agreed in writing to provide insurance for such entity prior to the First Party Claim or Claim being made. However: a. coverage will only be provided for First Party Claims or Claims arising out of Professional Services, Contractor Activities, Media Activities or Information Technology Services performed on or after the date of formation, acquisition, or exercised financial or management control; and b. this coverage will expire within 90 days for such entity, or the end of the Policy Period, whichever is earlier, unless the Named Insured provides written details of such newly acquired entity to us and pays the additional premium requested by us, if any. P. Insured Contract means: 1. a contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you, or temporarily occupied by you, with permission of the owner is not an Insured Contract; or 2. a sidetrack agreement; or 3. any easement or license agreement; or 4. an obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; or 5. an elevator maintenance agreement; or 6. that part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for Bodily Injury, Property Damage, or Pollution Loss to a third party or organization. This section does not include that part of any contract or agreement that indemnifies an architect, engineer, or surveyor for injury or damage arising out of: a. Preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or b. Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage. For the purpose of this section, tort liability means only that liability that would be imposed by law in the absence of any contract or agreement. Any assumption of liability beyond that of tort liability specified in this Paragraph 6. shall not be considered to be part of the Insured Contract. Q. Loss means Protective Loss, Third Party Loss, Mitigation Cost and any other amount to which you are entitled under any of the insuring agreements described in the Supplemental Coverages Section of this Policy. R. Media Activities means Media Communications or the gathering, collection, or recording of Media Material for inclusion in any Media Communications in the ordinary course of your business. S. Media and Personal Injury Claim means a written demand, demand for arbitration or mediation, or suit, made against you seeking money or services due to a Media and Personal Injury Offense. T. Media and Personal Injury Offense means: 1. Infringement of copyright, piracy, plagiarism or misappropriation or unauthorized use of ideas shared with you in the course of services for your client; 2. Infringement of trade secrets, domain name, title or slogan, or the dilution or infringement of trademark Policy Form: PERFORM -10002 (11-20) Page 10 of 20 or service mark; 3. act, error or omission regarding the Content of any Media Communication, including harm caused through any reliance or failure to rely upon such Content; 4. Misappropriation of trade secret; 5. Defamation, libel, slander, product disparagement, trade libel, or other tort related to disparagement or harm to the reputation or character of any person or organization; 6. Invasion or interference with the right to privacy or of publicity; 7. Misappropriation of any name or likeness for commercial advantage; 8. False arrest, detention or imprisonment or malicious prosecution; or 9. Invasion of or interference with any right to private occupancy, including trespass, wrongful entry, eviction or eavesdropping. U. Media Communications means the display, broadcast, dissemination, distribution or release of Media Material to the public by you. V. Media Material means information in the form of words, sounds, numbers, images or graphics in electronic, print or broadcast form, including Advertising, but does not mean computer software or Content. W. Mediation means the non -binding facilitation by a neutral third party of First Party Claim or Claim resolution. X. Mitigation Cost means reasonable and necessary fees or direct costs incurred to mitigate or rectify Professional Services, Contractor Activities, Media Activities or Information Technology Services that would reasonably be expected to give rise to a Claim covered by this Policy, provided such fees and direct costs are incurred prior to any Claim. In the event of a Cyber Security Breach, Mitigation Costs include costs we incur to engage a qualified firm on your behalf to: 1. investigate the Cyber Security Breach; 2. notify any parties affected by the Cyber Security Breach; 3. perform credit monitoring service for your clients' individual personal data or your clients' corporate data lost because of the Cyber Security Breach; and 4. restore or recreate, if possible, any of your clients' lost data caused by the Cyber Security Breach. Your fees or direct costs may be treated as Mitigation Cost only with our prior written consent, which consent shall not be unreasonably withheld. Mitigation Cost does not include any fees or direct costs relating to or resulting from Emergency Expense; betterment; or the failure to prevent or detect faulty workmanship. Y. Named Insured means the individual, partnership, entity, firm, or the company named in Item 1. of the Declarations. Z Natural Resource Damage means physical injury to or destruction of (including the resulting loss of value) land, fish, wildlife, biota, air, water, groundwater, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States (including the resources of the fishery conservation zone established by Magnuson -Stevens Fishery Conservation and Management Act (16 U.S.C. § 1801 et. seq.)), any State or Local government, any Foreign government, any Native American tribe or, if such resources are subject to a trust restriction on alienation, any member of a Native American tribe. AA. Non -Owned Location means: Policy Form: PERFORM -10002 (11-20) Page 11 of 20 1. real property rented, leased or managed by you, including temporary job site offices, but only if such real property is utilized on a temporary basis for the storage of goods, materials, equipment, products or wastes for the purpose of performing the activities, described in Paragraphs 1. through 3. in Definition G. Contractor Activities, for a client; or 2. any location used for the treatment, storage, recycling or disposal of your waste material provided that: a. the waste material is generated or removed while performing activities, described in Paragraphs 1. through 3. in Definition G. Contractor Activities, for a client; and b. the location is not managed, operated, owned or leased by you or any of your subsidiaries or affiliates with the exception of any location that is managed, operated, owned or leased solely by one or more persons or organizations that are Insureds only by reason of Paragraph 5. in Definition O. Insured; and c. the location is permitted or licensed by any Federal, State, Local or Provincial authorities to accept such material as of the date of the treatment, storage, recycling or disposal. BB. Policy Period means the period from 12:01 a.m. on the effective date of this Policy as set forth in Item 3. of the Declarations, to 12:01 a.m. on the earliest of the date of the expiration date of this Policy as set forth in Item 3. of the Declarations or any earlier termination date if this Policy is cancelled. CC. Pollution Claim means the assertion of a legal right alleging liability or responsibility on your part, including but not limited to lawsuits, petitions, arbitrations or other alternative dispute resolutions, and public agency directives, made against you, for Pollution Loss arising out of a Pollution Condition resulting from otherwise insured Contractor Activities. DD. Pollution Condition means the actual or alleged discharge, dispersal, release, seepage, migration, growth or escape of smoke, soot, fumes, acids, alkalis, toxic chemicals, mold, mildew, spores, fungi, microbes, bacteria, legionella pneumophila, asbestos, lead, silica, silt, sediment, liquids, gases, waste materials, contaminants, organic or inorganic pollutants, electromagnetic fields, hazardous substances, hazardous materials, waste materials including medical, infectious, and pathological wastes, or other irritants, into or upon land, any structure on land, the indoor or outdoor atmosphere, any watercourse, or any body of water, including groundwater. Waste materials include materials to be recycled, reconditioned or reclaimed. Radioactive matter shall also be considered a pollutant, except as otherwise covered or protected by insurance or protections provided pursuant to 42 U.S.C. § 2014(w), as amended, or Section 170 of the Atomic Energy Act of 1954, as amended. EE. Pollution Loss means any amounts you are legally obligated to pay for Bodily Injury, Property Damage or Cleanup Costs. FF. Principal Personnel means the directors, officers, principals, partners, insurance and risk managers, and those persons responsible for your environmental or legal affairs for the Named Insured. GG.Professional Claim means a written demand, demand for arbitration or mediation or suit made against you seeking Damages or correction of Professional Services and alleging a negligent act, error or omission in the rendering of or failure to render Professional Services. HH. Professional Services means: 1. Construction Management, Program Management, Project Management, Owners Representation, Property Management, Real Estate Brokerage/Agency, Property Development, Lease Brokering, any delegated design responsibility or design assist services, including but not limited to constructability reviews or value engineering; or 2. architecture; engineering; contract administration as part of design; sprinkler design; fire protection design; life safety design; mechanical, electrical or security systems design; light use, acoustical or signage design; landscaping design; surveying; quantity surveying; project accounting, quality control reviews, assist or documentation, material testing; cost consulting, economic, feasibility, technical consulting or technical studies or opinions, or scientific reviews; software design for the purpose of operating or maintaining any building system; interior design or space planning services; or design services to support Leadership in Energy and Environmental Design (LEED) certification for a project; or Policy Form: PERFORM -10002 (11-20) Page 12 of 20 3. professional services with respect to any Building Information Modeling (BIM) systems, including but not limited to modification, alteration, transfer, protection, manipulation, use, or misuse thereof, or design assist system or program, and the foregoing within Integrated Project Delivery (IPD), Public - Private Partnership projects (P3s), or Lean Project Delivery System (LPDS); or environmental consulting, environmental engineering, environmental site assessment, remedial investigations, feasibility studies, remedial design, environmental monitoring, testing and sampling, remedial oversight and management, ecological studies, environmental training, industrial hygiene, forensic inspections and expert witness services; or 5. ordinary technology services utilized in the performance of the Professional Services described above. Such technology services include the design, development, programming, analysis, training, use, hosting, management, support, and maintenance of any software, database, internet service, or website. 1I. Property Damage means: 1. physical injury to or destruction of tangible property, including resulting loss of use thereof; or 2. loss of use of tangible property that has not been physically injured or destroyed; or 3. diminution of property value; or 4. Natural Resource Damage. JJ. Protective Claim means written demand, demand for arbitration or mediation or a suit instituted by you against the Responsible Entity seeking a remedy and alleging liability or responsibility on the part of such Responsible Entity arising from: 1. a negligent act, error or omission in the rendering of or failure to render Professional Services; or 2. a Pollution Condition resulting from the performance of Contracting Activities. Protective Claim does not include a demand or proceeding for non -monetary or injunctive relief. KK. Protective Loss means: 1. any amounts you are legally entitled to recover; or 2. in the event the Protective Claim is made against a Responsible Entity in whose favor you have granted a Limitation of Liability permitted by this Policy, any amounts you would have been legally entitled to recover in the absence of such Limitation of Liability; from each Responsible Entity: 1. due to a negligent act, error or omission in the rendering of Professional Services; or 2. for Bodily Injury, Property Damage or Cleanup Costs due to a Pollution Condition. In the event that multiple Responsible Entities cause the same or related loss, the amount of Protective Loss shall not exceed the single loss caused by such multiple Responsible Entities. LL. Recoverable Insurance means the lesser of either Item 1. or 2. below: 1. all liability insurance applicable to the Professional Services or Pollution Condition from which the Protective Claim arises and providing such applicable coverage to any Responsible Entity or any person or entity for which the Responsible Entity is responsible; or 2. in the event the Protective Claim is made against a Responsible Entity in whose favor you have granted a Limitation of Liability permitted by this Policy that is applicable to the Protective Claim, such Limitation of Liability. MM. Responsible Entity means those persons or entities, retained by you or on your behalf, rendering Professional Services or Contractor Activities. NN. Restoration Costs means the reasonable and necessary costs incurred by you, with our prior written Policy Form: PERFORM -10002 (11-20) Page 13 of 20 consent, to repair, replace, or restore real or personal property to substantially the same condition it was prior to being damaged during work performed in the course of incurring Cleanup Costs. Restoration Costs do not include costs associated with improvements or betterments. OO. Retroactive Date(s) means the date(s) set forth in Item 6. of the Declarations. PP. Third Party Loss means the total of all Damages and Pollution Loss you are legally obligated to pay, and all related Claim Expense. V. EXCLUSIONS We will not be liable to make payments or indemnify you for any First Party Claim, Claim or Loss directly or indirectly for or arising out of: A. any amounts incurred in connection with the making or prosecution of a Protective Claim. This Exclusion applies at all times, including where we are providing Proactive Resolution of Substantiated Protective Claim under Section III.D. of this Policy, excepting only the Supplemental Coverage for Protective Claim Bankruptcy Litigation Expense Reimbursement. B. the amount of any default judgment, arbitration award or adjudicator's decision in circumstances where the Responsible Entity has failed to plead or provide a defense, response or answer, or take any other procedural step, except that this Exclusion shall not apply to the amount of Protective Loss which you would have been entitled to recover from the Responsible Entity, respectively, had such defense, response or answer been pleaded or provided, or procedural step been taken. In such instance where the Responsible Entity has failed to plead or provide a defense, response or answer, or take any other procedural step, the burden of proving the extent of Protective Loss which you would have been entitled to recover from the Responsible Entity, respectively, will be upon you. C. any design or manufacture of any goods or products which are sold or supplied by you or by anyone under license to you, including any parts, components, assemblies or equipment installed or incorporated by or on behalf of you into your work. This Exclusion does not apply to (1) software sold or supplied by you in connection with your provision of other Professional Services, or (2) goods or products installed or incorporated in your work which have been specially designed, but not manufactured, by you or on your behalf by a qualified Responsible Entity for use in a specific project, or (3) goods or products installed or incorporated in your work that cause a Pollution Loss arising out of a Pollution Condition resulting from the performance of Contractor Activities, or (4) Information Technology Products. D. the cost to repair or replace faulty workmanship in any construction, erection, fabrication, installation, assembly, or manufacturing process, including materials, parts, or equipment furnished in connection therewith, unless the faulty workmanship is caused by otherwise covered Professional Services as respects the applicability of: 1. Coverages A or B; or 2. Mitigation Cost to mitigate or rectify Professional Services under Coverage F, except for any fees and direct costs relating to or resulting from the failure to prevent or detect faulty workmanship. This Exclusion does not apply to Coverages C, D, E, Mitigation Cost to mitigate or rectify a Pollution Condition resulting from the performance of Contractor Activities under Coverage F, or Supplemental Coverage H. Emergency Expense. E. any actual or alleged harassment, humiliation, discrimination, or similar misconduct on any basis, whether as to a legally protected group or otherwise. F. any employment obligations, decisions, conduct, practices or policies as an employer, including but not limited to any obligation for which any party shall be liable under any worker's compensation, unemployment compensation, employer's liability, obligation to pay fair wages or benefits, or disability benefits law or under any similar law. G. liability under contract, agreement, warranty or guarantee, except such liability that would have existed in the absence of such contract, agreement, warranty or guarantee. This Exclusion extends to any contractual obligation to make payments to others, including subcontractors, subconsultants, or their employees, or for materials. Solely for purposes of Coverage C, this Exclusion shall not apply to liability of Policy Form: PERFORM -10002 (11-20) Page 14 of 20 others assumed under an Insured Contract. This Exclusion shall not apply to that portion of a contract that sets forth the Insured's participation in a legal entity that is insured under Definition 0.4. of this Policy. H. any fraudulent, criminal, dishonest, intentionally or knowingly wrongful, or malicious act, error, or omission, or those of an inherently harmful nature, except that this Exclusion shall not apply to a Claim against you if you did not commit, participate in, or have knowledge of such conduct. I. taxes; criminal fines; criminal penalties; or liability for liquidated damages you or the Responsible Entity would not have had in the absence of the agreement for liquidated damages. J. any return, withdrawal or reduction in contractor charges; any equitable obligation, including restitution, disgorgement, or the costs of complying with injunctive relief; or the time and expense in addressing or resolving an actual or potential First Party Claim or Claim. K. any conduct by an individual, corporation, partnership, or joint venture of which you are a partner, director, officer, member, participant, or employee that is not designated in the Declarations or by endorsement as an Insured. This Exclusion shall not apply to conduct by an entity for which the Insured's participation is insured under Definition 0.4. of this Policy. L. First Party Claims or Claims made by any Insured against any other Insured. However, this Exclusion shall not apply as respects Claims made by any entity or person only qualifying as an Insured under Paragraph 5. of the Definition of Insured in this Policy. M. Claims against you made by, or Protective Claims by you made against, any individual or entity, or its subrogees or assignees: 1. that wholly or partially owns, controls or operates you; or 2. in which you have an ownership interest in excess of twenty-five percent (25%); or 3. that is controlled or operated by you; or 4. in which you are an officer or director; or 5. that is an affiliate of you, where you both are ultimately owned in excess of twenty-five percent (25%), directly or indirectly, by the same entity. With respect to Items 2., 3., and 4. above, this Exclusion shall be limited when the Claim or Protective Claim is made by a formal joint venture partnership of which you are a participant to your percentage of ownership interest in the joint venture, so that we shall only be responsible for that portion of Third Party Loss or Protective Loss that is the difference between your percentage of ownership interest and the total joint venture ownership interest percentage. N. Bodily Injury or Property Damage arising out of construction means, methods or techniques; site safety; crane erection, use, maintenance or operation; scaffolding; or demolition, but solely for the purposes of Coverage B, and for the purposes of Coverages A and F with respect to obligations arising from Professional Services. O. any Loss caused by or resulting from war, invasion, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power, martial law, or confiscation by order of any government or public authority. P. any Protective Loss or Pollution Loss resulting from: 1. the discovery of a Pollution Condition on, at or under the Non -Owned Location; or 2. a Pollution Condition on, at, under or migrating from a Non -Owned Location, for which the owner of the Non -Owned Location becomes legally obligated to pay unless such Pollution Loss results from the performance of the activities described in Paragraphs 1. through 3. of Definition G. Contractor Activities. Q. for purposes of Coverages D and E, the loss, theft, destruction, transfer, misappropriation, or any misuse of any of your employees' personal data, confidential information or other private Content, including but not limited to social security numbers, phone numbers, family names, family history, or home or medical information. Policy Form: PERFORM -10002 (11-20) Page 15 of 20 R. any Professional Services, Contractor Activities, Media Activities, or Information Technology Services that constitute violations of either the laws of the United States or any jurisdiction in which they were performed, including U.S. economic, trade sanction or export control laws administered by the U.S. Treasury, State and Commerce Departments (e.g., the economic and trade sanctions administered by the U.S. Treasury Office of Foreign Assets Control), or the U.S. Controlled Substances Act or similar laws in the subject jurisdiction. Additionally, we shall not be required to provide any coverage, pay any Claim or First Party Claim, or provide any other benefit hereunder to the extent that provision of such coverage, payment of such Claim or First Party Claim or provision of such other benefit would be in violation of any trade or economic sanctions laws or regulations applicable in our jurisdiction of domicile or with which we are legally obligated to comply. VI. LIMITS OF LIABILITY AND SELF -INSURED RETENTION A. Limits of Liability 1. Limit of Liability Each Claim or First Party Claim: Our Limit of Liability for the sum of all Loss for each single Claim or First Party Claim to which this Policy applies shall not exceed the amount stated in Item 4.A. of the Declarations specified for each applicable coverage provided by this Policy. 2. Limit of Liability in the Aggregate for Each Coverage for the Policy: Our Limit of Liability for all Loss under each respective coverage provided by this Policy shall not exceed the amount stated in Item 4.B. of the Declarations for such coverage for the Policy. 3. Limit of Liability in the Aggregate for All Coverages Described in Section I. of this Policy for the Policy: Our Limit of Liability for the sum of all Loss arising out of all Claims or First Party Claims under the coverages described in Section I. provided by this Policy shall not exceed the amount stated in Item 4.C. of the Declarations for the Policy. B. Self -Insured Retention The Self -Insured Retention amount stated in Item 5.A. of the Declarations applies to each Claim or First Party Claim, if applicable. The Self -Insured Retention amount stated in Item 5.B. of the Declarations is the most you shall pay for the sum of all of your Self -Insured Retention obligations arising out of all Claims or First Party Claims under each respective coverage for the Policy, if applicable, provided that in no event shall your Self -Insured Retention obligation be less than the amount stated in Item 5.C. of the Declarations for any Claim or First Party Claim under each respective coverage. The Self -Insured Retention amount shall be paid by you before we pay any Loss, though any payments made by any Recoverable Insurance also implicated by the Claim or First Party Claim shall serve to reduce your Self -Insured Retention obligation. Our Limits of Liability set forth in Item 4. of the Declarations are in addition to and in excess of the Self -Insured Retention amount. No Self -Insured Retention amount shall apply with respect to the Supplemental Coverages provided by the Policy, except for Supplemental Coverage H. Emergency Expense. If a Claim arising out of the same set of circumstances for which we have paid Mitigation Cost is made, then any amounts paid under the Self -Insured Retention for such Mitigation Cost shall reduce the Self -Insured Retention for that Claim. Mediation Credit: If you and we agree beforehand to attempt to resolve a Claim or First Party Claim at Mediation, and if you and we resolve such Claim or First Party Claim by such Mediation, your Self - Insured Retention obligation for such Claim or First Party Claim will be reduced by 50%, subject to a maximum reduction of $25,000. VII. MULTIPLE INSUREDS The number of Insureds covered by this Policy shall not operate to increase the Limit of Liability specified in the Declarations, notwithstanding any other provision of this Policy. VIII. MULTIPLE CLAIMS Two or more Claims or First Party Claims arising out of one or more acts, errors, omissions, incidents, events, or Pollution Conditions, or a series thereof, that are related (either causally or logically), will be considered a single Claim or First Party Claim subject to: A. a single Each Claim or First Party Claim Limit of Liability; and Policy Form: PERFORM -10002 (11-20) Page 16 of 20 B. a single Self -Insured Retention (if applicable); and shall not operate to increase our Limits of Liability. All such Claims or First Party Claims treated as a single Claim or First Party Claim, whenever made, shall be considered first made on the date the earliest such Claim or First Party Claim was first made, and only a Policy providing coverage for the earliest Claim or First Party Claim shall have any coverage for such Claims or First Party Claims. If more than one Coverage applies to the whole or a part of a Claim treated as a single Claim pursuant to this Section VIII., then the Each Claim Limit of Liability for the entirety of that single Claim and the applicable Self - Insured Retention for that single Claim shall be those set forth in Items 4.A. and 5., respectively, of the Declarations for the applicable Coverage with the largest Each Claim Limit of Liability. If more than one applicable Coverage has the same Each Claim Limit of Liability, but have different Self -Insured Retentions, then the largest Self -Insured Retention shall apply to that single Claim. IX. EXTENDED REPORTING PERIOD A. Automatic Extended Reporting Period If we or you do not renew this insurance with a renewal policy issued by us for any reason, other than after cancellation pursuant to Section XI.G. Cancellation and Termination, you shall be entitled to a period of sixty (60) days from the date of policy termination to report a Claim (except for a Pollution Claim) or First Party Claim which is made by or against you prior to such termination date. This Automatic Extended Reporting Period may not be canceled by you and does not require the payment of an additional premium. This Automatic Extended Reporting Period shall be included within the Optional Extended Reporting Period if such is purchased. The Automatic Extended Reporting Period shall not serve to increase or reinstate the Limits of Liability set forth in the Declarations. The Aggregate Limit of Liability for the Automatic Extended Reporting Period shall be the amount of coverage remaining in this Policy's aggregate liability limit set forth in the Declarations. B. Optional Extended Reporting Period If we or you do not renew this insurance with a renewal policy issued by us for any reason, other than after cancellation pursuant to Section XI.G. Cancellation and Termination, and if the total premium for this Policy has already been paid in full, then you shall have the option to pay an additional premium and extend the period by which a Claim (except for a Pollution Claim) or First Party Claim can be first made by or against you and reported to us. The premium for the Optional Extended Reporting Period shall be: (1) 100% of the annual premium for twelve (12) months of extension; (2) 150% for twenty-four (24) months of extension; or (3) 200% for thirty- six (36) months of extension. The purchase of an Optional Extended Reporting Period shall not be effective unless endorsed herein. Your option to purchase the Optional Extended Reporting Period must be exercised by notice in writing to us no later than sixty (60) days after the termination date of this Policy. Effective notice must indicate the total Optional Extended Reporting Period desired and must include payment of premium for such period. If such notice and premium are not mailed to us within such sixty (60) days, then you are not entitled to purchase an Optional Extended Reporting Period at a later date. If purchased pursuant to the preceding paragraph, the Optional Extended Reporting Period shall commence upon the termination of the Policy Period. The Automatic Extended Reporting Period shall not apply after the termination of the Optional Extended Reporting Period. At the commencement of any Optional Extended Reporting Period, the entire premium shall be deemed fully earned. In the event you terminate the Optional Extended Reporting Period before its term for any reason, we shall not be obligated to return any portion of the premium. Although the period during which a Claim (except for a Pollution Claim) or First Party Claim can be reported to us is extended by virtue of the Optional Extended Reporting Period, this fact shall not in any way increase or reinstate the Limits of Liability of this Policy. The Optional Extended Reporting Period shall not serve to increase or reinstate the Limits of Liability set forth in the Declarations. The Aggregate Limit of Liability for the Optional Extended Reporting Period shall be the amount of coverage remaining in this Policy's aggregate liability limit set forth in the Declarations. X. REPORTING A. Reporting a Claim or First Party Claim Policy Form: PERFORM -10002 (11-20) Page 17 of 20 As a condition precedent to coverage under this Policy, in the event of a Claim or First Party Claim, you must do the following: 1. Report the Claim or First Party Claim to us in writing as soon as reasonably possible, which (except for a Pollution Claim) must be during the Policy Period, the Automatic Extended Reporting Period, or during any applicable Optional Extended Reporting Period. Reporting should be sent to us at the address stated in the Claims Notice attached to this Policy; and 2. Promptly provide a copy of the Claim or First Party Claim, if in writing, and specify in the report: the names and addresses of the Insured reporting the Claim or First Party Claim, the persons or entities making the Claim or First Party Claim, and the persons or entities against whom the Claim or First Party Claim is made; when the Claim or First Party Claim was made; the subject of the Claim or First Party Claim; and any other relevant facts or allegations known to you. B. Reporting a Circumstance If during the Policy Period, you become aware of a circumstance that may reasonably be expected to give rise to a Claim or First Party Claim which may be covered under the Policy, and if you, during the Policy Period, provide a written report to us at the address stated in the Claim Notice attached to this Policy of the circumstance as soon as practicable containing particulars sufficient to identify you and all reasonably obtainable information with respect to: 1. when and how you first became aware of such circumstance; 2. any act, error, omission asserted or believed to be at issue; 3. the services or activities involved in the circumstance; 4. what happened and the dates and entities involved; and 5. the nature of any alleged or potential Loss; then any Claim (except for a Pollution Claim) or First Party Claim arising out of such circumstance shall be deemed to have been made on the date we received the written report of the circumstance. At our sole discretion and cost, we may elect to investigate any circumstance which is reported; any such costs associated with the investigation of a circumstance prior to a Claim being made against you will not be considered Claim Expense, will not reduce the applicable Self -Insured Retention and shall be paid by us in addition to the Limit of Liability. XI. CONDITIONS A. Territory The coverage afforded by this Policy applies worldwide. B. Audit and Inspection Upon reasonable prior notice, we shall be permitted to audit your final books and records at any time during the Policy Period, the Automatic Extended Reporting Period, the Optional Extended Reporting Period, if applicable, and within three years after the final termination of this Policy, as far as they relate to the subject matter of this Policy. We shall also be permitted to inspect, sample, and/or monitor your operations on a continuing basis. Neither our right to make inspections, sample, and/or monitor, nor the actual undertaking thereof, nor any report thereon shall constitute an undertaking, on behalf of us or others, to determine or warrant that your operations are safe, healthful, conform to acceptable practice, or are in compliance with any law, rule, or regulation. C. Subrogation In the event of any payment under this Policy, we shall be subrogated to all of your rights of recovery thereof. You shall execute and deliver all requested instruments and papers in furtherance of such rights to us and do whatever else is reasonably necessary to secure such rights. You shall do nothing to waive or prejudice such rights. We shall have priority in any recovery, and any amounts recovered in excess of our total payment and the cost to us of recovery shall be paid to you. However, we waive our rights of subrogation under this Policy, to the extent such a waiver is required by a written contract with you executed prior to the Claim, against any of the following that is not a Responsible Entity: your clients, their parents or other affiliates, and your client's designees; and your co -participants in an entity for which your Policy Form: PERFORM -10002 (11-20) Page 18 of 20 participation is insured under Definition O.4. of this Policy. For Coverage A only, we will not subrogate against a Responsible Entity in excess of its collectible insurance, provided it has maintained Recoverable Insurance, regardless of whether or not such Recoverable Insurance is exhausted or reduced. D. Changes None of the provisions of this Policy will be waived, changed, or modified except by written endorsement issued by us to form a part of this Policy. Notice to any of our agents or knowledge possessed by any such agent or any other person will not act as a waiver or change in any part of this Policy and will not prevent us from asserting any rights under the provisions of this Policy. E. Action Against Us Only you can make claims against us under Coverages A and F, and the Supplemental Coverages, of this Policy. No action shall be taken against us with respect to Coverage A unless, as a condition precedent thereto, you shall have fully complied with all the terms of this Policy, and until the amount the Responsible Entity is legally obligated to pay shall have been finally determined either by judgment after actual contested trial or arbitration, or other method of dispute resolution for which we have given prior written approval. No action shall be taken against us with respect to Coverage B, C, D or E unless, as a condition precedent thereto, you shall have fully complied with all the terms of this Policy, and until the amount you are legally obligated to pay shall have been finally determined either by judgment after actual contested trial or arbitration, or other method of dispute resolution for which we have given prior written approval. No person or organization shall have any right under this Policy to join us in any action against you. No Responsible Entity shall be an Insured under this Policy. F. Assignment of Interest It is agreed that the insurance provided herein and your interests hereunder cannot be transferred or assigned to another party without our express written consent. G. Cancellation and Termination 1. The premium paid for this Policy shall be fully earned in the first twelve months of the Policy Period. 2. This Policy may only be cancelled by us for one or more of the following reasons: a. non-payment of premium; or b. a material misrepresentation or concealment of facts; or c. a material breach of any provision of this Policy. If this Policy is cancelled by us, notice of cancellation will be sent in writing to the first Named Insured (except as modified by any Endorsement to this Policy, either electronically or at the address indicated on the Declarations. We will provide such written notice at least ninety (90) days prior to the date such cancellation is to take effect; except that, in the event of cancellation for non-payment of premium, we will provide only fifteen (15) days written notice. If the premium is paid by a premium financing company and the premium financing company, acting under a valid premium finance agreement with you, requests cancellation of the Policy due to non-payment of premium from you in the first twelve (12) months of the Policy Period, the earned premium shall be computed short -rate of the twelve- month policy term premium and the unearned premium shall be returned to the premium finance company. The effective date and hour of cancellation will be stated in such notice. Cancellation by us also cancels the Automatic Extended Reporting Period and any Optional Extended Reporting Period; the Policy Period, the Automatic Extended Reporting Period, and any Optional Extended Reporting Period will end on that date. If we cancel for the reason specified in Subparagraph (a), there shall be no return premium. If we cancel for reasons stated in Subparagraphs (b) or (c) in the first twelve (12) Policy Form: PERFORM -10002 (11-20) Page 19 of 20 months of the Policy Period, the earned premium shall be computed pro -rata of the twelve-month earned policy term premium. Payment of any return premium shall not be a condition of cancellation. 3. This Policy may be cancelled by the first Named Insured for any reason. In the event that the first Named Insured cancels the Policy, the earned premium shall be computed under the customary short rate table and procedure as a percentage of the total Policy premium stated in the Declarations, and we will return the corresponding unearned premium to the first Named Insured. Cancellation by the first Named Insured shall also cancel the Automatic Extended Reporting Period and any Optional Extended Reporting Period on the date of cancellation. 4. Notwithstanding the foregoing, if you report a Claim or First Party Claim to us prior to the date of cancellation, the Policy premium shall be considered 100% earned, and no premium shall be returned upon cancellation. H. No Limitation of Liability You shall not limit the liability of any Responsible Entity, except to collectible insurance, without our prior written approval. If you limit the liability of a Responsible Entity in a manner that fails to comply with the foregoing, our obligation to pay Loss arising out of any Claim or First Party Claim involving such Responsible Entity shall apply solely in excess of the collectible insurance that would have been available in the absence of the limitation of liability to such Responsible Entity or any person or entity for which the Responsible Entity is responsible. I. Your Bankruptcy Your bankruptcy or insolvency shall not relieve us of our obligations under this Policy. J. Authorization Clause By acceptance of this Policy, the first Named Insured shall be the sole agent of and shall act on behalf of the Insureds for all purposes as to the Policy, including but not limited to the payment or return of premium, receipt and acceptance of any endorsement issued to form a part of this Policy, providing and receiving notice of cancellation, termination, or nonrenewal, the giving of notices and reporting of First Party Claims, Claims and circumstances, for completing applications and the making of any statements or representations, for making any change to the Policy, and for the exercising or declining to exercise any right under this Policy, including the purchase of an Optional Extended Reporting Period. K. Severability of Policy Provisions If any material provision or clause of this Policy is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, that provision will immediately become null and void, leaving the remainder of this Policy in full force and effect. L. Severability of Insureds (Coverages B, C, D and E) Except with respect to the Limits of Liability and Self -Insured Retentions, the Authorization Clause of this Conditions Section and as otherwise provided in this Policy, this insurance applies as if each Insured were the only Insured and separately to each Insured against whom a Claim is made. M. Other Insurance This Policy is excess over the Self -Insured Retention and any other valid and collectible liability insurance available to you, whether such other insurance is stated to be primary, pro -rata, contributory, excess, contingent, self -insured or otherwise, unless such other insurance is written specifically excess of this Policy by reference in such other policy to the Policy number in this Policy's Declarations. When any other insurance has a duty to defend a Claim, we will have no duty to defend the Claim; if no such other insurance defends the Claim, we will have the right but not the duty to defend the Claim. Under Coverage C only, when you are required by written contract, written agreement, or permit, executed prior to when the Pollution Claim was first made, to include any person or entity as an additional Insured, such coverage will be provided on a primary and non-contributory basis to the extent so required. N. Choice of Law Policy Form: PERFORM -10002 (11-20) Page 20 of 20 All matters arising from or related to this Policy, including without limitation questions related to the validity, interpretation, performance, and enforcement of this Policy, all forms of contractual, tort and statutory claims, and all remedies and entitlement to costs or attorneys' fees in a dispute over any of the foregoing, shall be determined in accordance with the law and practice of the State of New York (notwithstanding New York's conflicts of law rules). O. Jurisdiction and Venue It is agreed that, in the event of any dispute arising from or related to this Policy, including without limitation questions related to the validity, interpretation, performance, and enforcement of this Policy, and all forms of contractual, tort and statutory claims, you and we will submit to the jurisdiction of any court (State or Federal) in New York and will comply with all the requirements necessary to give such court jurisdiction. Nothing in this clause constitutes or should be understood to constitute a waiver of your or our right to remove an action to the United States District Court, regardless of the jurisdiction in which an action is commenced. Policy Form: PERFORM -10002 (11-20) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Not applicable in AK, KS and MO Schedule Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Where required by contract or written agreement prior to loss and allowed by law. In the states of AL, AZ, CO, ID, IL, IN, MI, MS, MT, NV, NM, NC, OK, PA, SC and SD, the premium charge is 2.0% of the total manual premium, subject to a minimum premium of$100 per policy. In the states of FL, IA, NE and OR, the premium charge is 1.0% of the total manual premium, subject to a minimum premium of $250 per policy. In the state of LA, the premium charge is 2.0% of the total standard premium, subject to a minimum premium of $250 per policy. In the state of HI, the premium charge is $377 and determined as follows: The premium charge for this endorsement is 1.0% of the total manual premium, subject to a minimum premium of $250 per policy. In the state of TN, the premium charge is 2.0% of the total manual premium, subject to a minimum premium of $250 per policy. Issued by Liberty Mutual Fire Insurance Company 16586 For attachment to Policy No. WC2-Z91-470206-041 Effective Date Premium $ Issued to CML Security LLC Endorsement No. WC 00 03 13 © 1983 National Council on Compensation Insurance. Page 1 of 1 Ed. 04/01/1984 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Not applicable in AK, KS and MO Schedule Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Where required by contract or written agreement prior to loss and allowed by law. In the state of Georgia, the premium charge is 0% of the total manual premium, subject to a minimum premium of $0 per policy. In the state of Virginia, the premium charge is 5% of the total manual premium, subject to a minimum premium of $250 per policy. Issued by Liberty Mutual Fire Insurance Company 16586 For attachment to Policy No. WC2-Z91-470206-041 Effective Date Premium $ Issued to CML Security LLC Endorsement No. WC 00 03 13 © 1983 National Council on Compensation Insurance. Page 1 of 1 Ed. 04/01/1984 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. Schedule Additional premium is a percent of the California Manual Workers Compensation premium. Subject to a minimum premium charge of $250 per policy. Person or Organization Job Description Where required by contract or Any written agreement prior to loss and allowed by law. Issued by Liberty Mutual Fire Insurance Company 16586 For attachment to Policy No. WC2-Z91-470206-041 Effective Date Premium $ Issued to CML Security LLC WC 04 03 06 R1 Ed. 08/01/2013 Endorsement No. Page 1 of I TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. () Specific Waiver Name of person or organization (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2.0 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Issued by Liberty Mutual Fire Insurance Company 16586 For attachment to Policy No. WC2-Z91-470206-041 Effective Date Premium $ Issued to CML Security LLC Endorsement No. WC 42 03 04 B © Copyright 2014 National Council on Compensation Insurance, Inc. Page 1 of I Ed. 06/01/2014 All Rights Reserved. UTAH WAIVER OF SUBROGATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights does not release your employees' rights against third parties and does not release our authority as trustee of claims against third parties. Schedule Where required by contract or written agreement prior to loss and allowed by law. The premium charge is 2.0% of the total manual premium, subject to a minimum premium of $100 per policy. Issued by Liberty Mutual Fire Insurance Company 16586 For attachment to Policy No. WC2-Z91-470206-041 Effective Date Premium $ Issued to CML Security LLC Endorsement No. WC 43 03 05 © 2000 National Council on Compensation Insurance. Page 1 of 1 Ed. 07/2000 New Contract Request Entity Information Entity Name* Entity ID * CML SECURITY @00037123 Contract Narne * JAIL STEEL CELL WINDOW FRAME MODIFICATION Contract Status CTB, RE\I1EW Contract Description * STEEL CELL WINDOW FRAME MODIFICATION Contract Description 2 Contract Type * Department CONTRACT BUILDINGS AND GROUNDS Amount* Department Email $31,78400 CM- BuildingGrounds@weldgov.c Renewable om NO Department Head Email Automatic Renewal CM-BuildingGrounds- DettHeadgweldgov.com Grant County Attorney GENERAL COUNTY IGA ATTORNEY EMAIL County Attorney Email CM- COU NTYATTORN EYWELDG OV.COM II this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID ❑ New Entity? Contract ID 5544 Contract Lead * SGEESAMAN ESAMAN Contract Lead Email sgeesaman@co.weld.co.us Parent Contract ID Requires Board Approval YES Department Project # Requested OCC Agenda Due Date Date* 02.0312022 02072022 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? NO Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Review Date* Renewal Date 00 26 2022 Termination Notice Period Committed Delivery Date Expiration Date* 09,' 26:2022 Contact Information Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head TOBY TAYLOR DH Approved Date 02`0x2022 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 02:1412022 Originator SGEESAMAN :i Contact Email Contact Phone I Contact Phone 2 Purchasing Approved Date Finance Approver CHRIS D'OVIDIO Finance Approved Date 02.472022 Tyler Ref # AG 021422 Legal Counsel CAITLIN PERRY Legal Counsel Approved Date 02 08.12022 Hello