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HomeMy WebLinkAbout6726 Docusign Envelope ID: EF20BE69-9239-436E-AABO-B469536F216D AGENDA BILL 6C CITY OF BREMERTON CITY COUNCIL Added 9/3/24 SUBJECT: Study Session Date: N/A Change Order No. 2 to Public Works COUNCIL MEETING Date: September 4, 2024 Agreement with PRO-VAC for Lift Station Department: WWTP OB-1 and CW-1 Wet Well Rehabilitation Presenter: T.Knuckey/K.Golnik Project Phone: (360) 473-2376 SUMMARY: During the performance of the work at Lift Station OB-1, degradation was discovered that required additional work, and so Change Order No. 1 was executed under the Mayor's approval authority. This Change Order No. 2 allows similar additional work for Lift Station CW-1. Additional information on this project will be provided at the September 4, 2024 City Council Meeting. ATTACHMENTS: Change Order No. 2 to the Pro Vac Public Works Agreement for CW-1; Public Works Agreement with Pro-Vac; and Change Order No. 1 for OB-1 FISCAL IMPACTS (Include Budgeted Amount): None ❑ Consent Agenda 0 General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve Change Order No. 2 to the agreement with Pro-Vac; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: XApprove ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 04/19/2024 Docusign Envelope ID: EF2OBE69-9239-436E-AABO-B469536F216D CITY OF BREMERTON CHANGE ORDER CONTRACT CHANGE ORDER NO: 2 PROJECT NAME: LS OB-1 and CW-1 Wet Well Rehab PROJECT NO: 5895 CONTRACTOR: PRO VAC ORIGINAL CONTRACT AMOUNT: 100,898.62 DAYS: 0 PREVIOUSLY APPROVED 0 DAYS: 0 CHANGES: THIS CHANGE: 21 ,228.48 DAYS: 0 REVISED CONTRACT AMOUNT: 122,127.10 DAYS: 0 This Change Order covers changes to the subject contract as described herein. The Contractor shall construct, furnish equipment and materials, and perform all work as necessary or required to complete the Change Order Items. The increase or decrease in contract price shown below includes any applicable taxes. DESCRIPTION OF CHANGES INCREASE IN (DECREASE) IN CONTRACT CONTRACT CONTRACT TIME N a w¢ AMOUNT AMOUNT EXTENSION o a o (D a o ($) ($) (DAYS:) = w o = wo Expanded rehab in wet well CW-1 19,440.00 NET CHANGE IN CONTRACT AMOUNT INCREASE OR (DECREASE) ESTIMATED SALES TAX AT CURRENT RATE 1,788.48 TOTAL INCLUDING SALES TAX 21,228.48 Contractor acknowledges and accepts that this Change Order constitutes final settlement of all claims of any kind or nature arising from or connected with any work either covered or affected by this Change Order, including, without limitation, claims related to contract time, on-site or home office overhead, or lost profits. Nothing in this Change Order shall limit the City's right to bring a claim for past performance. The undersigned Contractor approves the foregoing Change Order as to the changes, if any, in the contract price specified for each item, including any and all supervision costs and other miscellaneous costs relating to the change in work, and as to the extension of time allowed, if any, for completion of the entire work due to said Change Order. Docusign Envelope ID: EF2OBE69-9239-436E-AABO-B469536F216D CONTRACT CHANGE ORDER NO: 2 PROJECT NAME: OB-1 AND CW-1 WELL REHAB AND COATING This document will become a supplement of the contract and all provisions will apply hereto. It is understood that this Change Order shall be effective when approved by the City of Bremerton. The parties whose names appear below warrant that they are authorized to enter into a change order that is binding on the parties of this contract. In addition, Contractor warrants that it has or will inform the surety of this change, and shall take appropriate action to modify any bonds required under the contract to address this change. CONTRACTOR Signed by: d`41A4Al' ' 9/6/2024 Approved: aaDCA8D.&.E7-.E420.. DATE.. KEVIN GOLNIK,PROJECT MANAGER Signed by: b v�tVt. kuitk 9/6/2 02 4 Recommended: DATE: C65'I�CE-72E 6.04EF DIVISION MANAGER Council action is required as project cost will exceed approved budget. 0 Yes 0 No Council action is required as change exceeds Mayors authority per BMC 2.76.110. 0 Yes 0 No Recommended: DATE: DIRECTOR OF PUBLIC WORKS AND UTILITIES Signed by: Recommended: t&-bUtS AAA"? DATE:9/6/2024 e.,. °B3t374[3D... MAYOR Signed by: az,thA, Approved: � DATE:9/6/2024 pp Fzi O E8E747B... APPROVED AS TO FORM: ATTEST: Signed by: Signed by: nfRc:7c:FnR7R64nR KYLIE. J. FINNELL, Bremerton City Attorney ANG L2AW•IS/ER, City Clerk R:\Legal\Legal\Forms\FORMS ON COBWEB\Change Order Rev.05 2022.docx Page 2 of 2 Change Order-1 Rev. 05/2022 Docusign Envelope ID:EF2OBE69-9239-436E-AABO-B469536F216D PRO kit 2412 Inter Aye E I Puyallup,WA98372 (888) 565-5665 I Fax: (253)435-5788 I www.pro-vac.com 8/29/24 Kevin Golnik City of Bremerton C-360-340-2654 1600 Oyster Bay Ave. S. 0-360-473-5920 Bremerton WA. 98312 Kevin.golnik@ci.bremerton.wa.us Lift station coating Jobsite address:OB1 and CW1 SCOPE OF WORK: • Labor and equipment LS coating high performance • OB1 1380 Kitsop Wcy. $3,210.00 per dcy estimated 6 dot's Total: $19,110.00 • CW1 2304 19'street. $3,240.00 per day estimated 6 days Total: $19,440.00 Total: $38,880.00 TAX:9.2% $3,576.96$1,788.48 Zata4-442,456.816 21,228.48 Client to provide: Legal access to site Bypass if needed. Vactor for removing the debris from the wall. We propose to furnish all materials and labor to perform work upon designated areas. Pro-Vac Clean Service will notify the customer of any problems or change of conditions. Disposal of waste will be in accordance with all state regulations, and any additional work found during the course of cleaning and inspection,will be forwarded upon another proposal. Other services we provide: • Parking lot/street sweeping • Pipe inspection camera/grouting&repairs • Storm drain main line cleaning/jetting • Emergency spill response • Catch basin cleaning&repair • Tank cleaning/confined space entry If you have any questions or need additional information, please don't hesitate to call me at (253)435-4328. Sincerely, Rafael(raft) Lopez Pro-Vac Cell (253)254-8102 I ralf.lopez@pro-vac.com Customer agrees to pay all the costs and fees charged for the services rendered as stated on this proposal.The terms are Net 30 days upon approval of credit,1.5% on unpaid balance monthly. If collection services are required, solely in the opinion of Pro-Vac,to collect the debt, I agree to pay reasonable costs for collection including attorney fees and costs and any collection agency fees. If legal action is required the parties agree that the venue of the action will be Pierce County Superior Court,State of Washington.It is further agreed that any accounts past due will be assessed at late fees of 1.5%per month,cumulative. Docusign Envelope ID:EF2OBE69-9239-436E-AABO-B469536F216D pi's ftli kit 2412 Inter Ave E I Puyallup, WA98372 signed by: (888) 565-5665 I Fax: (253) 435-5788 I www.pro-vac.com Greg Wheeler 9/6/2024 nr4r® aC 4713... C . •am itnature Print Name Date NA' Amanda Punsalan 9/6/2024 na Neu E74Ek'- Pro-Vac signature Print Name Date Pricing is good for 90 days from date of proposal Docusign Envelope ID:2F74CC6A-686C-4759-8FCB-29C6D3AA710C fe „\ CITY OF BREMERTON THE CITY OF PRIDE AND OPPORTUNITY Executive Correspondence Routing Memo City Council Approval requirement? Yes No X Date: August 30, 2024 Description: Update to the Pro Vac contract no 6726 expanding the labor time for work to be completed on OB-1 wet well —quoted at $21,228.48 for a new contract total of$100,898.62. Action Requested: Please sign and return Originator: Melinda Monroe Coordination /Approval / Recommendation: Public Works Director Recommended via email Finance Director: Recommended via laserfiche Legal Recommended via Laserfiche City Attorney (if applicable): Recommended via laserfiche Mayor Recommended Sign approve agreements Please return to Contracts Administrator for final processing upon approval/signature. Finance 345 6th Street STE 100,Bremerton,WA 98337 *Phone(360)473-5306 *Fax(360)473-5018 Docusign Envelope ID:2F74CC6A-686C-4759-8FCB-29C6D3AA710C CITY OF BREMERTON CHANGE ORDER CONTRACT CHANGE ORDER NO: I PROJECT NAME: LS OB-1 and CW-1 Wet Well Rehab PROJECT NO: 5895 CONTRACTOR: PRO VAC ORIGINAL CONTRACT AMOUNT: 79,670.14 DAYS: 0 PREVIOUSLY APPROVED 0 DAYS: 0 CHANGES: THIS CHANGE: 21 ,228.48 DAYS: 0 REVISED CONTRACT AMOUNT: 100,898.62 DAYS: 0 This Change Order covers changes to the subject contract as described herein. The Contractor shall construct, furnish equipment and materials, and perform all work as necessary or required to complete the Change Order Items. The increase or decrease in contract price shown below includes any applicable taxes. DESCRIPTION OF CHANGES INCREASE IN (DECREASE) IN CONTRACT CONTRACT CONTRACT TIME N a N¢ AMOUNT AMOUNT EXTENSION o a o (D a o ($) ($) (DAYS:) tea? tea? Expanded rehab in wet well OB-1 19,440 NET CHANGE IN CONTRACT AMOUNT INCREASE OR (DECREASE) ESTIMATED SALES TAX AT CURRENT RATE 1,788.48 TOTAL INCLUDING SALES TAX 21,228.48 Contractor acknowledges and accepts that this Change Order constitutes final settlement of all claims of any kind or nature arising from or connected with any work either covered or affected by this Change Order, including, without limitation, claims related to contract time, on-site or home office overhead, or lost profits. Nothing in this Change Order shall limit the City's right to bring a claim for past performance. The undersigned Contractor approves the foregoing Change Order as to the changes, if any, in the contract price specified for each item, including any and all supervision costs and other miscellaneous costs relating to the change in work, and as to the extension of time allowed, if any, for completion of the entire work due to said Change Order. Docusign Envelope ID:2F74CC6A-686C-4759-8FCB-29C6D3AA710C CONTRACT CHANGE ORDER NO: I PROJECT NAME: OB-1 AND CW-1 WELL REHAB AND COATING This document will become a supplement of the contract and all provisions will apply hereto. It is understood that this Change Order shall be effective when approved by the City of Bremerton. The parties whose names appear below warrant that they are authorized to enter into a change order that is binding on the parties of this contract. In addition, Contractor warrants that it has or will inform the surety of this change, and shall take appropriate action to modify any bonds required under the contract to address this change. CONTRACTOR Signed by: aw��utid�r- ?.ui' > ,c1V 9/3/2024 Approved: DATE.. KEVIN GOLNIK".(53E9CT MANAGER Signed by: Recommended: fir"' ' DATE: 9/4/2024 FBB-05623-2�F6 36... DIVISION MANAGER Council action is required as project cost will exceed approved budget. 0 Yes 0 No Council action is required as change exceeds Mayors authority per BMC 2.76.110. 0 Yes 0 No Recommended: DATE: DIRECTOR OF PUBLIC WORKS AND UTILITIES Recommended: DATE: MAYOR Signed by: i � 3/2024 Approved: DA1��: El3 6�'SE8E747B... APPROVED AS TO FORM: ATTEST: Signed by: Signed by: 21 E=EE`E34E15C'11 F... KYL D.DY.WIRKELL, Bremerton City Attorney ANGELA HOOVER, City Clerk R:\Legal\Legal\Forms\FORMS ON COBWEB\Change Order Rev.05 2022.docx Page 2 of 2 Change Order-1 Rev. 05/2022 Docusign Envelope ID:2F74CC6A-686C-4759-8FCB-29C6D3AA710C PRO kit 2412 Inter Aye E I Puyallup,WA98372 (888) 565-5665 I Fax: (253)435-5788 I www.pro-vac.com 8/29/24 Kevin Golnik City of Bremerton C-360-340-2654 1600 Oyster Bay Ave. S. 0-360-473-5920 Bremerton WA. 98312 Kevin.golnik@ci.bremerton.wa.us Lift station coating Jobsite address:OB1 and CW1 SCOPE OF WORK: • Labor and equipment LS coating high performance • OB1 4380 Kitsap Way. $3,240.00 per day estimated 6 days Total: $19,440.00 • CW1 2301 194street. $3,210.00 per day estimated 6 days Total: $19,110.00 Total: $38,880.00 TAX:9.2% $3,576.96$1,788.48 Zata4-442,456416 21,228.48 Client to provide: Legal access to site Bypass if needed. Vactor for removing the debris from the wall. We propose to furnish all materials and labor to perform work upon designated areas. Pro-Vac Clean Service will notify the customer of any problems or change of conditions. Disposal of waste will be in accordance with all state regulations, and any additional work found during the course of cleaning and inspection,will be forwarded upon another proposal. Other services we provide: • Parking lot/street sweeping • Pipe inspection camera/grouting&repairs • Storm drain main line cleaning/jetting • Emergency spill response • Catch basin cleaning&repair • Tank cleaning/confined space entry If you have any questions or need additional information, please don't hesitate to call me at (253)435-4328. Sincerely, Rafael(raft) Lopez Pro-Vac Cell (253)254-8102 I ralf.lopez@pro-vac.com Customer agrees to pay all the costs and fees charged for the services rendered as stated on this proposal.The terms are Net 30 days upon approval of credit,1.5% on unpaid balance monthly. If collection services are required, solely in the opinion of Pro-Vac,to collect the debt, I agree to pay reasonable costs for collection including attorney fees and costs and any collection agency fees. If legal action is required the parties agree that the venue of the action will be Pierce County Superior Court,State of Washington.It is further agreed that any accounts past due will be assessed at late fees of 1.5%per month,cumulative. Docusign Envelope ID:2F74CC6A-686C-4759-8FCB-29C6D3AA710C 2412 Inter Ave E I Puyallup, WA98372 —Signed by: (888) 565-5665 I Fax: (253) 435-5788 I www.pro-vac.com Greg Wheeler, Mayor 9/3/2024 • ear-hiroxi �aaae . Customer S' p Print Name Date NA,4141.4-1k, Amanda Punsalan 9/3/2024 Pro-VatSigria@OfaDEE74E429... Print Name Date Pricing is good for 90 days from date of proposal Docusign Envelope ID: E2E891C0-18BE-4A78-9186-7BB08A416F11 PUBLIC WORKS AGREEMENT THIS AGREEMENT is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and PRO-VAC ("Contractor"), whose mailing address is 2412 Inter Ave E. Puyallup, WA 98372 The parties agree as follows: 1. CONTRACTOR SERVICES. The Contractor shall perform the following services for the City: Coating of Lift Station OB-1 and CW-1 Wet Well Coating Rehab as quoted in Exhibit A. 2. TIME OF COMPLETION. Contractor shall complete the work within 45-60 calendar days from the date all parties have signed this agreement and of issuance of the City's Notice to Proceed. 3. COMPENSATION. The City shall pay the Contractor the total amount of $79,670.14, plus any applicable Washington State Sales Tax, for the work and services contemplated in this agreement. The City shall pay the Contractor ninety percent (90%) of the Contract amount upon completion and acceptance of the work by the City, and the remainder upon fulfillment of the conditions listed below and throughout this agreement. A. No Performance Bond. Because this contract including applicable sales tax is $150,000 or less, and pursuant to Chapter 39.08 RCW, the Contractor, in lieu of providing the City a performance bond, has elected to have the City retain the final ten percent (10%) of the Contract amount for a period of thirty (30) days after the date of final acceptance, or until receipt of all necessary releases from the State Department of Revenue and the State Department of Labor& Industries and until settlement of any liens filed under Chapter 60.28 RCW, whichever is later. B. Defective or Unauthorized Work. The City reserves its right to withhold payment from Contractor for any defective or unauthorized work. Defective or unauthorized work includes, without limitation: work and materials that do not conform to the requirements of this agreement; and extra work and materials furnished without the City's written approval. If Contractor is unable, for any reason, to satisfactorily complete any portion of the work, the City may complete the work by contract or otherwise, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Contract price specified above. The City further reserves its right to deduct the cost to complete the Contract work, including any Additional Costs, from any and all amounts due or to become due the Contractor. Public Works Agreement—Prov Vac Rev. 04/2023 Docusign Envelope ID: E2E891C0-18BE-4A78-9186-7BB08A416F11 C. Final Payment: Waiver of Claims. THE MAKING OF FINAL PAYMENT (EXCLUDING WITHHELD RETAINAGE) SHALL PRECLUDE ALL CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY CONTRACTOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. 4. INDEPENDENT CONTRACTOR. Contractor is and shall be at all times acting as an independent contractor and not as an employee of the City. The Contractor shall secure at its expense, and shall be responsible for all payments of income tax, social security, state disability insurance compensation, unemployment compensation, and all other payroll deductions for the Contractor, officer, agents, employees and sub-contractors. The Contractor shall also secure all applicable business licenses, if required, in connection with the contract services, including all required licenses for Contractor's officers, agents, employees and sub- contractors. 5. TERMINATION. The City may terminate this agreement for good cause. "Good cause" shall include, without limitation, any one or more of the following events: A. The Contractor's refusal or failure to supply a sufficient number of properly skilled workers or proper materials for completion of the Contract work. B. The Contractor's failure to complete the work within the time specified in this agreement. C. The Contractor's failure to make full and prompt payment to sub- contractors or for material or labor. D. The Contractor's persistent disregard of federal, state or local laws, rules or regulations. E. The Contractor's filing for bankruptcy or becoming adjudged bankrupt. If the City terminates this agreement for good cause, the Contractor shall not receive any further monies due under this agreement until the Contract work is completed. 6. PREVAILING WAGES. Contractor shall file a "Statement of Intent to Pay Prevailing Wages" with the State of Washington Department of Labor & Industries prior to commencing the Contract work. Contractor shall pay prevailing wages and comply with Chapter 39.12 of the Revised Code of Washington, as well as any other applicable prevailing wage rate provisions. Contractor will be required to pay Kitsap County Prevailing Wage Rates current on the bid opening date. The Kitsap County rates are available at the Department of Labor and Industries website. Public Works Agreement—Prov Vac Rev. 04/2023 Docusign Envelope ID: E2E891C0-18BE-4A78-9186-7BB08A416F11 7. CHANGES. The City may issue a written work change directive for any change in the Contract work during the performance of this agreement. If the Contractor determines, for any reason, that a change order is necessary, Contractor must submit a written change order request to the City's project manager within two (2) business days of the date the Contractor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Contractor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Contractor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Contractor shall proceed with the change order work upon receiving a written work change directive or change order from the City. If the Contractor fails to require a change order within the time allowed, the Contractor waives its right to make any claim or submit subsequent change order requests for that portion of the contract work. If the Contractor disagrees with the equitable adjustment the Contractor must complete the change order work; however, the Contractor may elect to protest the adjustment as provided below: A. Procedure and Protest by the Contractor. If the Contractor disagrees with anything required by a work change directive or change order, including any direction, instruction, interpretation, or determination by the City, the Contractor shall: 1. Immediately give a signed written notice of protest to the City; 2. Supplement the written protest within fourteen (14) calendar days with a written statement that provides the following information: a. The date of the Contract's protest. b. The nature and circumstances that caused the protest. c. The provisions in this agreement that support the protest. d. The estimated dollar cost, if any, of the protested work and how that estimate was determined. e. An analysis of the progress schedule showing the schedule change or disruption if the Contractor is asserting a schedule change or disruption. The Contractor shall keep complete records of extra costs and time incurred as a result of the protested work. The City shall have access to any of the Contractor's records needed for evaluating the protest. 3. The City will evaluate all protests, provided the procedures in this section are followed. If the City determines that a protest is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. Public Works Agreement—Prov Vac Rev. 04/2023 Docusign Envelope ID: E2E891C0-18BE-4A78-9186-7BB08A416F11 B. Contractor's Duty to Complete Protested Work. In spite of any protest, the Contractor shall proceed promptly with the work as the City has ordered. C. Contractor's Acceptance of Changes. The Contractor accepts all requirements of a change order by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. A change order that is accepted by Contractor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Contractor also waives any additional entitlement and accepts from the City any written order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Contractor completely waives any claims for protested work and accepts form the City any written order (including directions, instructions, interpretations, and determination). F. Liens. In the event that there are any liens on file against the City of Bremerton, the City of Bremerton shall be entitled to withhold final or progress payments to the extent deemed necessary by the City of Bremerton to properly protect the outstanding lien claimants until proper releases have been filed with the City Clerk 8. CLAIMS. The Contractor shall give written notice to the City of all claims other than change orders within fourteen (14) calendar days of the occurrence of the events giving rise to the claims. Any claim for damages, additional payment for any reason, or extension of time, whether under this agreement or otherwise, shall be conclusively deemed to have been waived by the Contractor unless a timely written claim is made in strict accordance with the applicable provisions of this agreement; or, if(and only if) no such provision is applicable, unless that claim is set forth in detail in writing and received by the City within seven (7) calendar days from the date Contractor knew, or should have known, of the facts giving rise to the claim. At a minimum, a Contractor's written claim must include the information set forth regarding protests in Section 7.A.2.a.-e. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. Contractor must, in any event, file any claim or bring any suit arising from or connected with this agreement within 120 calendar days from the date the contract work is complete. Public Works Agreement—Prov Vac Rev. 04/2023 Docusign Envelope ID: E2E891C0-18BE-4A78-9186-7BB08A416F11 9. WARRANTY. The Contractor shall correct all defects in workmanship and materials within one year from the date of the City's acceptance of the Contract work. When defects are corrected, the warranty for that portion of the work shall extend for one year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 10. INDEMNIFICATION. Contractor shall defend, indemnify and hold the City, its officer, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits including all legal costs and attorney fees, arising out of or in connection with the performance of this agreement, except for injuries and damages caused by the City's sole negligence. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officials, employees, agents and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES THE CONTRACTOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE TITLE 51 RCW, SOLELY FOR THE PURPOSE OF THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this agreement. 11. INSURANCE. The Contractor shall procure and maintain for the duration of this agreement, insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Contract work by the Contractor, its agents, representatives, employees or sub-contractors. Before beginning the work on the project described in this agreement, the Contractor shall provide a Certificate of Insurance evidencing: A. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and Public Works Agreement—Prov Vac Rev. 04/2023 Docusign Envelope ID: E2E891C0-18BE-4A78-9186-7BB08A416F11 B. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad from property damage; explosion, collapse and underground (XCU) if applicable; and C. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the Contractor. The City, its officials, employees, agents and volunteers shall be named as an additional insured on the insurance policy, as respects work performed by or on behalf of the Contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The Contractor's insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, attn: Risk Management, 345 6th Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City reserves the right to receive a certified copy of all the required insurance policies. In the event that the Contractor employs other contractors (sub-contractors) as part of the work covered by this Agreement, it shall be the Contractor's responsibility to require and confirm that each sub-contractor meets the minimum insurance requirements specified above. The Contractor shall, upon demand of the City, deliver to the City copies of such policy or policies of insurance and the receipts for payment of premiums thereon. 11. INSURANCE. The Contractor shall procure and maintain for the duration of this agreement insurance of the types and in the amounts described below against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work by the Contractor, its agents, representative, employees, sub-consultants or sub- contractors. Public Works Agreement—Prov Vac Rev. 04/2023 Docusign Envelope ID: E2E891C0-18BE-4A78-9186-7BB08A416F11 Before beginning work on the project described in this agreement, the Contractor shall provide a Certificate of Insurance evidencing: A. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and B. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU); and C. Excess Liability insurance with limits not less than $1,000,000 per occurrence and aggregate; and D. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the Contractor. The City, its officials, employees, agents and volunteers shall be named as an additional insured on the insurance policy, as respects work performed by or on behalf of the Contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The Contractor's insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, attn: Risk Management, 345 6th Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City reserves the right to receive a certified copy of all the required insurance policies. In the event that the Contractor employs other contractors (sub-contractors) as part of the work covered by this Agreement, it shall be the Contractor's responsibility to require and confirm that each sub-contractor meets the minimum insurance requirements specified above. Public Works Agreement—Prov Vac Rev. 04/2023 Docusign Envelope ID: E2E891C0-18BE-4A78-9186-7BB08A416F11 The Contractor shall, upon demand of the City, deliver to the City copies of such policy or policies of insurance and the receipts for payment of premiums thereon. 12. MISCELLANEOUS. A. Equal Employment Opportunity Statement. In the hiring of employees for the performance of work under this Agreement, the Contractor, its subcontractors, or any person acting on behalf of Contractor shall not discriminate in any employment practice on the basis of age (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the presence of any physical, mental or sensory disability. B. ADA Statement. The City of Bremerton does not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided. C. Compliance with Laws. Contractor shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the performance of this agreement. D. Work Performed at Contractor's Risk. Contractor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of this agreement. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. E. Nonwaiver of Breach. The failure of the City to insist upon strict performance of any of the terms and rights contained herein, or to exercise any option herein conferred in one or more instances, shall not be constructed to be a waiver or relinquishment of those terms and rights and they shall remain in full force and effect F. Governing Law. This agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the City and Contractor under any of the provisions of this agreement, resolution of that dispute shall be available only through the jurisdiction, venue and rules of the Kitsap County Superior Court, Kitsap County, Washington. G. Attorney's Fees. To the extent not inconsistent with RCW 39.04.240, in any claim or lawsuit for damages arising from the parties' performance of this agreement, each party shall be responsible for payment of its own legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit; however, nothing in this subsection shall limit the City's right to indemnification under Section 10 of this agreement. H. Written Notice. All communications regarding this agreement shall be sent to the parties at the addresses listed on the signature page of this agreement, unless Public Works Agreement—Prov Vac Rev. 04/2023 Docusign Envelope ID: E2E891C0-18BE-4A78-9186-7BB08A416F11 otherwise notified. Any written notice shall become effective upon delivery, but in any event three (3) calendar days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated on this agreement. L Assignment. Any assignment of this agreement by the Contractor without the written consent of the City shall be void. J. Modification. No waiver, alteration, or modification of any of the provisions of this agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Contractor. K. Severability. If any one or more sections, sub-sections, or sentences of this agreement are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this agreement and the remainder shall remain in full force and effect. L. Entire Agreement. The written provisions and terms of this agreement, together with any attached Exhibits, supersede all prior verbal statements by any representative of the City, and those statements shall not be construed as forming a part of or altering in any manner this agreement. This agreement and any attached Exhibits contain the entire agreement between the parties. Should any language in any Exhibit to this agreement conflict with any language contained in this agreement, the terms of this agreement shall prevail. M. Mutually Bound. Contractor and Subcontractor are mutually bound by the terms of this agreement. Terms of this agreement will apply to the work of any subcontractor. The Contractor shall assume toward the subcontractor all obligations and responsibilities the Owner, under this agreement, assumes toward the Contractor, and the Subcontractor shall assume toward the Contractor all obligations and responsibilities which the Contractor, under this agreement, assumes towards the Owner. N. Suspension & Debarment. For contracts involving Washington State and Federal funding, Contractor hereby certifies, by signing this agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any State or Federal department or agency. Contractor shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Contractor enter into a covered transaction with another firm, Contractor agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. O. Solicitation of Minority Business. Per RCW 35.22.650, Contractor agrees that the contractor shall actively solicit the employment of minority group members. Contractor further agrees that the contractor shall actively solicit bids for the subcontracting of goods or services from qualified minority businesses. Contractor shall furnish evidence of the contractor's compliance with these requirements of minority employment and solicitation. Contractor further agrees to consider the grant of subcontracts to said minority bidders on the basis of substantially Public Works Agreement—Prov Vac Rev. 04/2023 Docusign Envelope ID: E2E891CO-186E-4A78-9186-7BB08A416F11 equal proposals in the light most favorable to said minority businesses. The contractor shall be required to submit evidence of compliance with this section as part of the bid. IN WITNESS WHEREOF, the parties below have executed this agreement. PRO-VAC LLC Docuigned by: THE CI © J,; MERTON S F2b0,3522r tit.da Punsa I an R�.F� grli F7A7R Print Name: Print Name: Greg wheel e r Title: Contract Specialist Title: Mayor DATE7/10/2024 DATE 7/10/2024 Notices to be sent to: Notices to be sent to: CONTRACTOR: CITY OF BREMERTON: Margret Mount Joy 345 6th Street, Suite 100 Bremerton, WA 98337 (360) 360-473-5306 (360) (facsimile) APPROVED AS TO FORM: DocuSigned by: E>D3c7CPP8-7-b€4D8... Kylie J. Finnell Bremerton City Attorney ATTEST: DocuSigned by: L4E175E'D E 5t4TF... Angela Hoover, City Clerk Public Works Agreement—Prov Vac Rev. 04/2023 Docusign Envelope ID:E2E891CO-18BE-4A78-9186-7BB08A416F11 pito 2412 Inter Ave E I Puyallup, WA98372 (888) 565-5665 I Fax: (253)435-5788 I www.pro-vac.com 4/20/24 Kevin Golnik City of Bremerton C-360-340-2654 1600 Oyster Bay Ave. S. 0-360-473-5920 Bremerton WA. 98312 Kevin.golnik@ci.bremerton.wa.us Lift station coating Jobsite address:OB1 and CW1 SCOPE OF WORK: • Mobilization$800.00 per LS • Labor and equipment LS coating high performance • OB1 4380 Kitsap Way.$35,169.00 Lump sum • CW1 2304 19th street. $36,189.00 Lump sum Each lift station is expected to take 5 working days. This price is to coat each lift station with 1"of strong seal high performance cementitious coating. Client to minimize inflow into LS as much as possible. Sub Total $72,958.00 Sales Tax 6,712.14 Total $79,670.14 Client to provide: Legal access to site Bypass if needed. Vactor for removing the debris from the wall. Please note that the above estimate does not include sales tax,tax on materials,or permits. We propose to furnish all materials and labor to perform work upon designated areas. Pro-Vac Clean Service will notify the customer of any problems or change of conditions. Disposal of waste will be in accordance with all state regulations, and any additional work found during the course of cleaning and inspection,will be forwarded upon another proposal. Other services we provide: • Parking lot/street sweeping • Pipe inspection camera/grouting&repairs • Storm drain main line cleaning/jetting • Emergency spill response • Catch basin cleaning&repair • Tank cleaning/confined space entry If you have any questions or need additional information, please don't hesitate to call me at (253)435-4328. Sincerely, Rafael(raft) Lopez Pro-Vac Cell (253)254-8102 I ralf.lopez@pro-vac.com Docusign Envelope ID: E2E891C0-18BE-4A78-9186-7BB08A416F11 rikno.‘ a 2412 Inter Ave E I Puyallup, WA98372 (888) 565-5665 I Fax: (253) 435-5788 I www.pro-vac.com Customer agrees to pay all the costs and fees charged for the services rendered as stated on this proposal.The terms are Net 30 days upon approval of credit,1.5% on unpaid balance monthly. If collection services are required,solely in the opinion of Pro-Vac,to collect the debt, I agree to pay reasonable costs for collection including attorney fees and costs and any collection agency fees. If legal action is required the parties agree that the venue of the action will be Pierce County Superior Court,State of Washington.It is further agreed that any accounts past due will be assessed at late fees of 1.5%per month,cumulative. Custol €rtGigartAtmov: Print Name Date 0" A' Amanda Punsal an Contract Specialist 7/10/2024 Pro Va Siinwe9974A4.. Print Name Date Pricing is good for 90 days from date of proposal Docusign Envelope ID:E2E891CO-18BE-4A78-9186-7BB08A416F11 State of Washington Department of Labor & Industries Prevailing Wage Section - Telephone 360-902-5335 PO Box 44540, Olympia, WA 98504-4540 Washington State Prevailing Wage The PREVAILING WAGES listed here include both the hourly wage rate and the hourly rate of fringe benefits. On public works projects, worker's wage and benefit rates must add to not less than this total. A brief description of overtime calculation requirements are provided on the Benefit Code Key. Journey Level Prevailing Wage Rates for the Effective Date: 6/12/2024 County Trade Job Classification Wage Holiday Overtime Note Risk, Class Kitsap Industrial Power Vacuum Journey Level $29.89 1 View Cleaner Kitsap Inspection/Cleaning/Sealing Of Cleaner Operator $49.48 15M 110 View Sewer &Water Systems By. Remote Control Kitsap Inspection/Cleaning/Sealing Of Foamer Operator $49.48 15M 110 View Sewer& Water Systems By. Remote Control Kitsap Inspection/Cleaning/SealingOf Grout Truck Operator $49.48 15M 110 View Sewer &t Water Systems By. Remote Control Kitsap Inspection/Cleaning/Sealing Of Head Operator $47.41 15M 110 View Sewer Et Water Systems By. Remote Control Kitsap Inspection/Cleaning/SealingOf Technician $41.20 15M 110 View Sewer a Water Systems By. Remote Control Kitsap Inspection/Cleaning/Sealing Of TV Truck Operator $44.31! 15M 110 View Sewer & Water Systems By. Remote Control Kitsap Painters Journey Level $51.71 6Z 11J View Kitsap Plumbers & Pipefitters Journey Level $86.72 5A 1G View DATE(MM/DD/YYYY) AcisPR D CERTIFICATE OF LIABILITY INSURANCE 6/29/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Shasta Grant Alliant Insurance Services, Inc. PHONE FAX 101 Park Ave 14th Fl (A/c,No,Ext): (213)264-5203 (A/C,No): New York NY 10178 ADODRESS: Shasta.Grant@alliant.com INSURER(S)AFFORDING COVERAGE NAIC# License#:0C36861 INSURERA: Steadfast Insurance Company 26387 INSURED VCMHOLD-01 INSURER B:Zurich American Insurance Comp 16535 VCM Holdco, LLC (Refer to Named Insured Schedule) INSURERC: Navigators Specialty Insurance 36056 2412 Inter Ave INSURERD:AXIS Surplus Insurance Company 26620 Puyallup WA 98373-3425 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:1361944855 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 LTR TYPE OF INSURANCE ADDL INSD sUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y Y GPL-0539290-01 12/31/2023 12/31/2024 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $25,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X 'ECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y Y BAP 9702723-01 12/31/2023 12/31/2024 COMBINED SINGLE LIMIT $2,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) C UMBRELLA LIAB X OCCUR Y Y CH23EXC9218411C 12/31/2023 12/31/2024 EACH OCCURRENCE $5,000,000 D P-001-001063546-02 12/31/2023 12/31/2024 X EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$n $ g WORKERS COMPENSATION WC 0958232-01 12/31/2023 12/31/2024 PER X OTH- AND EMPLOYERS LIABILITY Y/N STATUTE ER Stop Gap ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Contractors Pollution Liability GPL-0539290-01 12/31/2023 12/31/2024 Limit $10,000,000 A Professional Liability GPL-0539290-01 12/31/2023 12/31/2024 Limit $10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Coating of Lift Station OB-1 and CW-1 Wet Well Coating Rehab project. The City of Bremerton, its officials,employees,agents and volunteers are included as Additional Insured with regards to the General Liability,Auto Liability and Umbrella/Excess Liability as required by written contract subject to the policy terms and conditions. Coverage is Primary and Non-Contributory as required by written contract subject to the policy terms and conditions.Waiver of Subrogation applies with regards to the General Liability,Auto Liability and Umbrella/Excess Liability policies as required by written contract subject to the policy terms and conditions.30 days notice of cancellation applies,except non payment of premium which is 10 days,in accordance with the terms and conditions of the policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Bremerton ACCORDANCE WITH THE POLICY PROVISIONS. attn: Risk Management 345 6 th Street, Suite 100, AUTHORIZED REPRESENTATIVE Bremerton WA 98337 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Named Insured Schedule: VCM Holdco, LLC Vac One Acquisition, Inc. Texas ReExcavation, LC Cyclone Services, LLC Vac One Leasing, LLC Kantex Management, LLC Kantex Industries, Inc. Kantex Subsurface, Inc. Olson Brothers Pro-Vac, LLC dba Pro-Vac Pro-Vac, LLC Pro-Vac Investors, Inc. Best Parking Lot Cleaning, LLC Pro-Vac Holdings, Inc. Peninsula Pro-Vac Corp. Hydromax LLC Kinetic Energy Services, LLC Kinetic Hydrovac Kinetic Industry Kinetic Locating Kinetic Underground Kinetic Properties, LLC POLICY NUMBER: BAP 9702723-01 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER 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" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: VCM HOLDCO, LLC Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CA 20 48 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 2 Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 ©Insurance Services Office, Inc., 2011 Page 2 of 2 0 Coverage Extension Endorsement Z U R I C H THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. BAP 9702723-01 Effective Date: 12/31/2023 This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II —Covered Autos Liability Coverage: The following are also "insureds": a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any"employee"of yours is also an"insured"while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured"while using a covered "auto"you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance—Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment—Supplementary Payments Paragraphs a.(2)and a.(4) of the Coverage Extensions Provision in Section II —Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured"at our request, including actual loss of earnings up to $500 a day because of time off from work. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II —Covered Autos Liability Coverage does not apply. U-CA-424-H CW(10/21) Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section II —Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in B. Exclusions of Section III — Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in B. Exclusions of Section IV—Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total "loss"to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto"that is a "private passenger type", light truck or medium truck is disabled. However, the labor must be performed at the place of disablement. As used in this provision, "private passenger type"means a private passenger or station wagon type"auto"and includes an "auto"of the pickup or van type if not used for business purposes. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage—Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto" U-CA-424-H CW(10/21) Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of$3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a. We will pay up to $750 for"loss"to personal effects which are: (1) Personal property owned by an "insured"; and (2) In or on a covered "auto". b. Subject to Paragraph a. above, the amount to be paid for"loss"to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered"auto". No deductible applies to this coverage. However, we will not pay for"loss"to personal effects of any of the following: (1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value. (2) Bullion, gold, silver, platinum, or other precious alloys or metals;furs or fur garments;jewelry, watches, precious or semi-precious stones. (3) Paintings, statuary and other works of art. (4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph B.4.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a.Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for "loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured"; and (b) Are in a covered "auto"at the time of"loss". The most we will pay for such"loss"to tapes, records, discs or other similar devices is$500. The Physical Damage Coverage Deductible Provision does not apply to such "loss". K. Airbag Coverage The Exclusion in Paragraph B.3.a. of Section III— Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.4.a. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: U-CA-424-H CW(10/21) Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1. If the deductible on this policy or Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller(or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. M. Temporary Substitute Autos—Physical Damage 1. The following is added to Section I—Covered Autos: Temporary Substitute Autos—Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos"for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto"you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss"; or 5. Destruction. 2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos—Physical Damage We will pay the owner for "loss"to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. N. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a. In the event of"accident", claim, "suit" or"loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member(if you are a limited liability company) or an executive officer or insurance manager(if you are a corporation). The failure of any agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the"accident"or"loss"occurred and if a claim is made or"suit" is brought, written notice of the claim or"suit" including, but not limited to, the date and details of such claim or"suit"; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an"accident", claim, "suit"or"loss"to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. O. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: U-CA-424-H CW(10/21) Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. P. Employee Hired Autos—Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance—Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos"you own: (1) Any covered "auto"you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you. However, any "auto"that is leased, hired, rented or borrowed with a driver is not a covered "auto". Q. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of"autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. R. Hired Auto—World Wide Coverage Paragraph 7.b.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere else in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, S. Bodily Injury Redefined The definition of"bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. T. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II —Covered Auto Liability Coverage is replaced by the following: 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. U. Physical Damage—Additional Temporary Transportation Expense Coverage Paragraph A.4.a. of Section III—Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of$1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto"of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". U-CA-424-H CW(10/21) Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. V. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement"auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of $2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source. W. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section: If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the"auto"to you. We will pay only for those covered "autos"for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. U-CA-424-H CW(10/21) Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. POLICY NUMBER: CH23EXC921841IC SECTION II—WHO IS AN INSURED The WHO IS AN INSURED section of the"controlling underlying insurance" is made part of this policy.Any person or organization that is an insured in "controlling underlying insurance" is an insured in this policy to the same extent. SECTION III—LIMITS OF INSURANCE The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of insureds, claims made or suits brought, or persons or organizations making claims or bringing suits. 1. The General Aggregate Limit is the most we will pay for the sum of all damages to which this insurance applies, except: a. damages because of bodily injury or property damage included within any applicable products-completed operations hazard; or b. damages arising out of the ownership, operation, maintenance or use of an automobile; 2. The Products-Completed Operations Aggregate Limit is the most we will pay for the sum of all damages included within any applicable products-completed operations hazard; 3. Subject to paragraphs 1. and 2. above,the Each Event Limit is the most we will pay for all damages that arise out of any one"event." SECTION IV—CONDITIONS The CONDITIONS sections of the"controlling underlying insurance"are made part of this policy. If an inconsistency or contradiction exists between the Conditions of this policy and the Conditions of the"controlling underlying insurance,"the Conditions of this policy will apply. 1. Appeals At our discretion we may appeal any judgment which would result in a payment under this policy.When we do appeal, we will pay all costs associated with the appeal in addition to the Limits of Insurance.Any such appeal will not increase our Limits of Insurance. 2. Bankruptcy or Insolvency Bankruptcy or insolvency of the insured or the insured's estate will not relieve us of our obligations under this policy. Bankruptcy or insolvency of any company providing "controlling underlying insurance"will not reduce the"underlying limits"or increase our obligations under this policy.We will not be required to drop down or replace"controlling underlying insurance." 3. Cancellation a. The first Named Insured may cancel this policy at any time by providing us advanced written notice of the cancellation date. b. We may cancel this policy at any time by providing the first Named Insured written notice of cancellation: i. at least 10 days in advance if we cancel for non-payment of premium; or ii. at least 30 days in advance if we cancel for any other reason: Navigators Specialty Insurance Company Contains copyrighted material of the Page 3 of 7 NAV-EXC-001 (04/10) Insurance Services Office, Inc.with its permission. g POLICY NUMBER: CH23EXC921841IC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION SCHEDULE Name of Person or Organization: As required by written contract or agreement. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The following is added to SECTION IV-CONDITIONS, 13.Transfer of Rights of Recovery Against Others. We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or"your work"done under a contract with that person or organization. This waiver applies only to the person or organization shown in the Schedule above. All other terms of the policy remain unchanged. NAV-ECD-6012 (01/11) Navigators Specialty Insurance Company Page 1 of 1 Contains copyrighted material of the Insurance Services Office, Inc.with its permission. 0 Additional Insured — Automatic — Owners, Lessees Or ZURICH Contractors PolicyNo. Eff.Date of Pol. Exp. Date of Pol. Eff. Date ofE nd. Producer Addl Prem. Return Prem. GPL-0539290-01 12/31/2023 12/31/2024 12/31/2023 18401000 Named Insured and Mailing Address:Producer: VCM HOLDCO LLC ALLIANT INSURANCE SERVICES. INC. 2412 INTER AVE 32 OLD SLIP FINANCIAL SQUARE PUYALLUP, WA 98373 NEW YORK, NY 10005-3500 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Environmental Services Package Policy Commercial General Liability Coverage Part One, Common Coverage Provisions A. Section I—Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO)ISO CG 20 10(10/01 edition): or b. The ISO CG 20 37 (10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury". "property damage"or"personal and advertising injury" arises out of (1) Your ongoing operations, with respect to Paragraph 1.a. above: or (2) "Your work'. with respect to Paragraph 1.b. above. which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies if the "bodily injury". "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement and (b) Does not apply to "bodily injury" or"property damage"caused by"your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. Solely with respect to this Paragraph (b). if the written contract or written agreement provides a minimum time period for providing such coverage, and such minimum time period ends prior to the STF-ESP-MAN-10Lw(04/23) Page 1 of4 INTERNAL USE ONLY end of the policy period, this insurance shall not apply to "bodily injury", "property damage" or a "personal and advertising injury" offense which occurs during the policy period and after the end of that minimum time period. 2. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO)ISO CG 20 10(07/04 edition): or b. The ISO CG 20 37 (07/04 edition), such person or organization is then an additional insured with respect to such endorsement(s). but only to the extent that "bodily injury", "property damage"or"personal and advertising injury" is caused. in whole or in part, by: (1) Your acts or omissions: or (2) The acts or omissions of those acting on your behalf, in the performance of: (a) Your ongoing operations, with respect to Paragraph 2.a above; or (b) "Your work" and included in the "products-completed operations hazard", with respect to Paragraph 2.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured: (i) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement and (ii) Does not apply to "bodily injury" or"property damage"caused by "your work" and included within the 'products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. Solely with respect to this Paragraph (ii). if the written contract or written agreement provides a minimum time period for providing such coverage, and such minimum time period ends prior to the end of the policy period, this insurance shall not apply to "bodily injury". "property damage" or a "personal and advertising injury" offense which occurs during the policy period and alter the end of that minimum time period. 3. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 10 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to ongoing operations(if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury", "property damage" or"personal and advertising injury" is caused, in whole or in part by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations, which is the subject of the written contract or written agreement However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured: and Page 2 of4 SIT-ESP-MAN-10-CW(02/23) INTERNAL USE ONLY (c) Only applies if the "bodily injury". "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement 4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the "products-completed operations hazard" (if no form is specified). such person or organization is then an additional insured only to the extent that "bodily injury" or "property damage" is caused, in whole or in part by "your work" and included in the "products-completed operations hazard". which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or 'property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement: and (4) Does not apply to "bodily injury" or "property damage" caused by "your work' and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. Solely with respect to this Paragraph (4). if the written contract or written agreement provides a minimum time period for providing such coverage, and such minimum time period ends prior to the end of the policy period, this insurance shall not apply to "bodily injury" or "property damage" which occurs during the policy period and after the end of that minimum time period. B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement. the following additional exclusion applies: This insurance does not apply to "bodily injury". "property damage" or 'personal and advertising injury" arising out of the rendering of. or failure to render. any professional architectural, engineering or surveying services including: 1. The preparing. approving or failing to prepare or approve maps. shop drawings. opinions, reports, surveys. field orders, change orders or drawings 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 the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Common Coverage Provisions. Section IV—Claims Provisions, Paragraph 2: The additional insured must see to it that: (1) We are notified as soon as practicable of an"occurrence" or offense that may result in a claim; (2) We receive written notice of a claim or"suit" as soon as practicable; and (3) A request for defense and indemnity of the claim or"suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. Solely with respect to the coverage provided by this endorsement 1. The following is added to the Other Insurance Condition of Section V—Conditions, Paragraph 8: Page 3 of4 STF-ESP-MAN-10LW(02/23) INTERNAL USE ONLY Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance: and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 8.b. of the Other Insurance Condition under Section V—: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis. available to an additional insured. in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same occurrence , offense, claim or"suit'. This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. Solely with respect to the insurance afforded to an additional insured under this endorsement, the following is added to Section III—Limits Of Insurance: Additional Insured—Automatic—Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Section A. of this endorsement: or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms.conditions, provisions and exclusions of this policy remain the same. Page 4 of4 STF-ESP-MAN-10LW(02/23) INTERNAL USE ONLY Waiver of Transfer of Rights of Recovery Against Others — Blanket as Required by Contract Z U RI C H Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. G P L 0539290-01 12/31/2023 12/31/2024 12/31/2023 18401000 Named Insured and Mailing Address: Producer: VCM HOLDCO LLC ALLIANT INSURANCE SERVICES, INC. 2412 INTER AVE 32 OLD SLIP FINANCIAL SQUARE Puyallup, WA 98372 NEW YORK, NY 10005-3500 ITHIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Environmental Services Package Policy [ X ] COVERAGE PART ONE—COMMERCIAL GENERAL LIABILITY [ X ] COVERAGE PART TWO—CONTRACTOR'S POLLUTION LIABILITY [ X ] COVERAGE PART THREE— PROFESSIONAL LIABILITY In consideration of the payment of premium and the Deductible by you and in reliance upon the statements in the Application made a part hereof, we agree with you, subject to all the terms, exclusions and conditions that with respect to the coverage parts indicated above Conditions (Section V.) of the COMMON COVERAGE PROVISIONS, Condition 14. Subrogation is amended by the addition of the following: We waive any right of recovery we may have against any person or organization whom you are required to waive your right of subrogation by a written contract or written agreement executed and effective prior to the performance of your services which is the subject of such written contract or written agreement. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. STF-ESP-248-A CW(04/10) Page 1 of 1 Additional Insured-Automatic-Owners, Lessees Or Contractors Z U RI C H Coverage Part One-Commercial General Liability Coverage Part Two-Contractor's Pollution Liability Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. G P L 0539290-01 12/31/2023 12/31/2024 12/31/2023 18401000 Named Insured and Mailing Address: Producer: VCM HOLDCO LLC ALLIANT INSURANCE SERVICES, INC. 2412 INTER AVE 32 OLD SLIP FINANCIAL SQUARE Puyallup, WA 98372 NEW YORK, NY 10005-3500 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Environmental Services Package Policy COVERAGE PART ONE-COMMERCIAL GENERAL LIABILITY X COVERAGE PART TWO-CONTRACTOR'S POLLUTION LIABILITY 1. Who is an Insured (Section I.) in the COMMON COVERAGE PROVISIONS is amended to include as an additional insured any person(s) or organization(s)whom you are required to add as an additional insured on this policy under a written contract or written agreement. 2. The insurance provided to the additional insured person(s) or organization(s) applies only to: a. "Bodily injury", "property damage" or "personal and advertising injury" under COVERAGE PART ONE- COMMERCIAL GENERAL LIABILITY, COVERAGE A- BODILY INJURY AND PROPERTY DAMAGE LIABILITY and COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; and resulting directly from: (a) Your ongoing operations performed for the additional insured, which is the subject of the written contract or written agreement; or (b) "Your work" completed as included in the "products-completed operations hazard", performed for the additional insured, which is the subject of the written contract or written agreement; and/or b. "Claims" arising out of a "pollution event" under COVERAGE PART TWO - CONTRACTOR'S POLLUTION LIABILITY, caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, and resulting directly from: (a) "Covered operations" performed for the additional insured, which is the subject of the written contract or written agreement; or STF-ESP-101-F CW(04/13) Page 1 of 3 (b) "Completed operations" of the "covered operations" performed for the additional insured, which is the subject of the written contract or written agreement. 3. However, regardless of the provisions of paragraphs 1. and 2. above, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide to such additional insured. 4. With respect to the insurance afforded to the additional insured under this endorsement, the following is added to Section III —Limits Of Insurance and Deductible: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered into with the additional insured; or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations 5. The insurance provided to the additional insured person or organization does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural, engineering or surveying services including: (1) The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (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 the failure to render any architectural, engineering or surveying services. 6. The additional insured must see to it that: a. We are notified as soon as practicable of an "occurrence", offense or "pollution event", as applicable, that may result in a claim; b. We receive written notice of a claim or"suit" as soon as practicable; and c. A request for defense and indemnity of the claim or "suit"will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires that this coverage be primary and non-contributory. 7. For the coverage provided by this endorsement: a. The following paragraph is added to Paragraph 8.a. Other Insurance, Conditions (Section V.) in the COMMON COVERAGE PROVISIONS: Primary and Noncontributory Insurance This Insurance is primary to and will not seek contribution from any other insurance available to an additional insured under this endorsement provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. b. The following paragraph is added to Paragraph 8.b. Other Insurance, Conditions (Section V.) in the COMMON COVERAGE PROVISIONS: This insurance is excess over: STF-ESP-101-F CW(04/13) Page 2 of 3 Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. 8. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. STF-ESP-101-F CW(04/13) Page 3 of 3