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CST Fully signed contractCONTRACT FOR CONSTRUCTION THIS AGREEMENT, made and entered into as of the 231d day of July' 2018 by and between the City of Shorewood, a municipal corporation under the laws of the State of Minnesota, hereinafter called the "Owner ", and Sir Lines -A -Lot hereinafter called the "Contractor ". WITNESSETH: That in consideration of their mutual covenants and agreements as hereinafter set forth, the Owner for itself and the Contractor for itself, its successors, and assigns, covenants and agrees as follows, to wit: The Contractor agrees to furnish all the necessary materials, labor, use of tools, equipment, plan and every other thing necessary to perform the work designated and referred to in this Contract, including all Contractor's superintendence, and to furnish everything necessary for the completion of the improvement which is the subject of this Contract (except such things as the Owner has specifically agreed to provide, according to the Contract Documents); and agrees under penalty of a public contractor's corporate surety bond in the amount of twenty -eight thousand, five hundred forty -six and 70/100 Dollars ($28,546.70) to perform and complete the work shown in the plans and drawings, and described in the project manual entitled "2018 Pavement Marking Project ", for the City of Shorewood, MN, dated July 17, 2018, and to conform in all respects with the provisions and requirements of the General Conditions, Supplementary General Conditions and Specifications for said improvement. 2. The Contractor agrees that performance shall be in accordance with the terms, requirements, and conditions of this instrument, and laws of the State of Minnesota, and the following documents. INVITATION FOR BIDS for said Improvement for the Owner. PROPOSAL by the Contractor presented to the Council of the Owner on July 23, 3018 and accepted by the Owner on July 23, 2018 CONTRACT DOCUMENTS for said Improvement dated July 17, 2018, referred to in the preceding paragraph of this Agreement and made a part of the aforementioned proposal. PLANS AND DRAWINGS for said Improvement as identified in a preceding paragraph of this Contract and which are dated July 17, 2018. ANY ADDENDA to the plans, drawings, general conditions, and specifications for said Improvement which addenda were prepared by WSB & Associates, Inc. PUBLIC CONTRACTOR'S SURETY BOND in the principal sum of the amount bid. Each and all of the aforementioned Contract Documents are hereby incorporated into this Contract by specific reference and the terms and provisions thereof are and constitute a part of this Contract as though attached hereto or fully set forth herein. The Owner agrees to pay the Contractor for the performance of this Contract and the Contractor agrees to accept in full compensation therefor, the sums set forth within the aforementioned proposal of the Contractor for each unit and each type of unit of work to be performed. It is understood and agreed that the said proposal is for the construction of said Improvement on a unit price basis in accordance with the said proposal, and that sum of $28,546.70 set out in said proposal, is the sum of the unit prices, multiplied by the estimated quantities of the respective units of work listed therein. 2018 PAVEMENT MARKING PROJECT CITY OF SHOREWOOD, MN WSB PROJECT NO. R- 011854 -00 CONTRACT FOR CONSTRUCTION PAGE 1 4. The Contractor agrees to complete all work by October 30, 2018. Liquidated damages in the amount of $100.00 per calendar day will be deducted from any monies due to the Contractor for his failure to complete the work within this time frame. 5. This contract may be terminated by the City at anytime upon discovery by the City that the prime contractor or subcontractor has submitted a false statement under oath verifying compliance with any of the minimum criteria set forth in Minn. Stat. § 16C.285, subd. 3. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the day and year first above written. SIR LINES -A -LOT By Dan Harvey, President By (f"( Chaise VanOverbeke, General anager (Corporate Seal) 2018 PAVEMENT MARKING PROJECT CITY OF SHOREWOOD, MN WSB PROJECT NO. R- 011854 -00 CITY OF SHOREWOOD, MN (City Seal) 7"T I Aut CONTRACT FOR CONSTRUCTION PAGE 2 SUPPLEMENTAL CONTRACTOR VERIFICATION OF COMPLIANCE By signing this document I certify that I am an owner or officer of the company, and I swear under oath that: My company meets each of the minimum criteria of Minn. Stat. § 16C.285, subd. 3, the Responsible Contractor statute. Pursuant to Stat. § 16C.285, subd. 3(7), my company has obtained from all subcontractors and motor carriers with which it will have a direct contractual relationship a signed statement under oath by an owner or officer verifying that they meet all of the minimum criteria in subdivision 3 prior to execution of a construction contract with each subcontractor or motor carrier. The undersigned agrees that, if it retains additional subcontractors on the project after submitting its verification of compliance, it shall obtain verifications of compliance from each additional subcontractor with which it has a direct contractual relationship and shall submit a supplemental verification confirming compliance with Minn. Stat. § 16C.285, subd. 3(7), within 14 days of retaining the additional subcontractors. Upon request, the undersigned shall submit to the contracting authority copies of the signed verifications of compliance from all subcontractors of any tier and all motor carriers providing for -hire transportation of materials, equipment, or supplies for a project. The undersigned understands that a failure to meet or verify compliance with the minimum criteria established for a "responsible contractor" as defined in Minn. Stat. § 16C.285, subd. 3, renders a bidder ineligible to be awarded a construction contract for the Project or to perform work on the Project. The undersigned understands that a false statement under oath verifying compliance with any of the minimum criteria shall make the undersigned, ineligible to be awarded a construction project and may result in termination of a contract awarded to the undersigned. A contracting authority shall not be liable for declining to award a contract or terminating a contract based on a reasonable determination that the contractor failed to verify compliance with the minimum criteria or falsely stated that it meets the minimum criteria. Date: 08/02/18 Contractor: Sir Lines -A -Lot By Dan Harvey p 'nf name) Signature (please sign name) Its President 2018 PAVEMENT MARKING PROJECT SUPPLEMENTAL VERIFICATION CITY OF SHOREWOOD, MN WSB PROJECT NO.R- 011854 -000 Bond No. 9187512 Executed in Triplicate PERFORMANCE AND PAYMENT BONDS PART A: PAYMENT KNOW ALL MEN BY THESE PRESENTS, that we Sir Lines -A -Lot 7175 Cahill Road, Edina, NfN 55439 Contractor, as Principal, and Washington International Insurance Company are firmly bound unto theCity of Shorewood , a Minnesota Corporation, (hereinafter referred to as "Obligee "), for the use and benefit of Obligee and all persons furnishing labor and materials to perform the Contract, in an amount of Twenty Eight Thousand Five Hundred Forty Six and 70 /100 Dollars, for payment of all claims, costs and charges as hereinafter set forth. For the payment of this obligation, well and truly made, we jointly and severally bind ourselves, our representatives and successors firmly by these presents. The condition of this obligation is such that whereas the Principal has entered into a written contract with the Obligee dated July 23, 2018 , which contract is on file in the office of the Obligee, the regularity and validity of which is hereby affirmed; NOW THEREFORE, if the Principal shall pay as they may come due all just claims for work done; for furnishing labor and materials, insurance premiums, equipment, or supplies for the purpose of such contract, and all taxes incurred under Minnesota Statutes, Section 290.92 or Chapter 297A, and supplies for the completion of the contract in accordance with its terms, and shall pay all costs of enforcement of the terms of the bond, if action is brought thereon, including reasonable attorney's fees, costs and disbursements in any case in which such action is successfully maintained, and shall comply with the laws of the state appertaining to such contract, then this obligation shall be void but otherwise it shall remain in full force and effect pursuant to Minnesota Statutes, Chapter 574. PART B: PERFORMANCE KNOW ALL MEN BY THESE PRESENTS, that the aforesaid Principal and Surety are held and firmly bound unto the Obligee, for the use and benefit of the Obligee, in the additional amount of Twenty Eight Thousand Five Hundred Forty Six and 70 /100 Dollars, for the faithful performance of the Contract pursuant to its terms, as hereinafter set forth. For the payment of this well and truly to be made we jointly and severally bind ourselves, our representatives and successors firmly by these presents. The condition of this obligation is such that whereas the Principal has entered into the Contract more particularly described in Part A hereof, the regularity and validity of which is hereby affirmed: NOW, THEREFORE, if the Principal shall faithfully perform the Contract and shall save the Obligee harmless from all cost and charges that may accrue on account of the doing of the work specified and shall pay all costs of enforcement of the terms of the bond, if action is brought thereon, including reasonable attorney's fees, in any case in which such action is successfully maintained, and shall comply with the laws of the state pertaining to such Contract, then this obligation shall be void but otherwise it shall remain in full force and effect pursuant to Minnesota Statutes, Chapter 574. 2018 PAVEMENT MARKING PROJECT PERFORMANCE AND PAYMENT BONDS CITY OF SHOREWOOD, MN WSB PROJECT NO.R- 011854 -000 PAGE 1 The aggregate liability for bonds provided under Part A and Part B hereof is Fifty Seven Thousoand Ninety Three and 40/100 Dollars ($57,093.40) (Sum of Parts A and B) No assignment, modifications, or change in the Contract, or change in the work covered thereby, nor any extension of time for completion of the Contract, shall release the Surety on this bond. Sealed with our seals and dated this Contractor By Its President And (�+ Its General Ma (Seal of Contractor if a Corporation) Witnesses to Contractor's Signature: 2018 PAVEMENT MARKING PROJECT CITY OF SHOREWOOD, MN WSB PROJECT NO.R- 011854 -000 2nd day of 2018 Washington International Insurance Company Surety By Its William Reidinger, Attorney -in -Fact Witnesses to Surety's Signature: a� PERFORMANCE AND PAYMENT BONDS PAGE 2 State of ... Illinois ...... „ . ............. County of. cook . ss.: On this 2nd ........... day of. August.. . .......2018.., before me Surety personally appeared... Company William Reidinger , to be known, Acknowledgment: whom being by me duly sworn, did depose and say: that he /she resides at.... W.q1 ? burh. IL ........................... ............................... that he /she is the. Attorney In Fact .......O f.... Washington International .................. .. Insurance Company ............... the corporation described in and which executed the annexed instrument; that he /she knows the corporate seal of said corporation that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; that he /she signed his/her name thereto by like order; and that the liabilities of said corporation do not exceed its assets as ascertained in the manner provided by law. OFFICIAL SEAL JOSEPH HALLERAN rNOTARy PUBLIC, STATE OF ILLINOIS y Commission Expires Notary u lic in and for the above County and State. X019 08/30/2019 My commission expires .. ............................... SWISS RE CORPORATE SOLUTIONS NORTH AMERICAN SPECIALTY INSURANCE COMPANY WASHINGTON INTERNATIONAL INSURANCE COMPANY GENERAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT North American Specialty Insurance Company, a corporation duly organized and existing under laws of the State of New Hampshire, and having its principal office in the City of Overland Park, Kansas, and Washington International Insurance Company, a corporation organized and existing under the laws of the State of New Hampshire and having its principal office in the City of Overland Park, Kansas, each does hereby make, constitute and appoint: William Reidinger Principal: Sir Lines -A -Lot Bond Number: 9187512. Obligee: City of Shorewood Bond Amount: See Bond Form Bond Description: 2018 Pavement Marking Project Its true and lawful Attomey -in -Fact, to make, execute, seal and deliver, for and on its behalf and as its act and deed, bonds or other writings obligatory in the nature of a bond on behalf of each of said Companies, as surety, on contracts of suretyship as are or may be required or permitted by law, regulation, contract or otherwise, provided that no bond or undertaking or contract or suretyship executed under this authority shall exceed the amount of. FIFTY MILLION ($50,000,000.00) DOLLARS This Power of Attorney is granted and is signed by facsimile under and by the authority of the following Resolutions adopted by the Boards of Directors of both North American Specialty Insurance Company and Washington International Insurance Company at meetings duly called and held on the 91h of May, 2012: "RESOLVED, that any two of the Presidents, any Managing Director, any Senior Vice President, any Vice President, any Assistant Vice President, the Secretary or any Assistant Secretary be, and each or any of them hereby is authorized to execute a Power of Attorney qualifying the attorney named in the given Power of Attorney to execute on behalf of the Company bonds, undertakings and all contracts of surety, and that each or any of them hereby is authorized to attest to the execution of any such Power of Attorney and to attach therein the seal of the Company; and it is FURTHER RESOLVED, that the signature of such officers and the seal of the Company may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be binding upon the Company when so affixed and in the future with regard to any bond, undertaking or contract of surety to which it is attached." `g%,N'{t lrY N 1 -. 9 Steven P. Anderson, Senior Vice President of Washington International Insurance Company �3~ � SEAL'F4?� % 1973 ep�n1 & Senior Vice President ofNortb American Specialty Insurance Company �F m a U B e7 Mic Re X..lto,Semo•�ace President of ' wasnington ntemal ona nsurance ompany roalW pm�p° & Senior Vice President of North American Specialty Insurance Company IN WITNESS WHEREOF, North American Specialty Insurance Company and Washington International Insurance Company have caused their official seals to be hereunto affixed, and these presents to be signed by their authorized officers this 12th day of October , 2017 . North American Specialty Insurance Company Washington International Insurance Company State of Illinois County of Cook SS: On this 12th day of October , 2017 , before me, a Notary Public personally appeared Steven P. Anderson ,Senior Vice President of Washington International Insurance Company and Senior Vice President of North American Specialty Insurance Company and Michael A. Ito , Senior Vice President of Washington International Insurance Company and Senior Vice President of North American Specialty Insurance Company, personally known to me, who being by me duly sworn, acknowledged that they signed the above Power of Attorney as officers of and acknowledged said instrument to be the voluntary act and deed of their respective companies. OFFICIAL SEAL t j M. KENNY `../ Notary Public • State of Illinois MYC°1=roiuoii PI`S M. Kenny, Notary Public I, Jeffrey Goldberg , the duly elected Assistant Secretary of North American Specialty Insurance Company and Washington International Insurance Company, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney given by said North American Specialty Insurance Company and Washington International Insurance Company, which is still in full force and effect. IN WITNESS WHEREOF, I have set my hand and affixed the seals of the Companies this 2nd day of August , 2018 Jeffrey Goldberg, Vice President & Assistant Secretary of Washington International Insurance Company & North American Specialty Insurance Company CONSINF -02 MMOHAN1 ACORO" CERTIFICATE OF LIABILITY INSURANCE COVFRAGFS CFRTIFICATF NIIMRFR• REVISION NIIMRFR- 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. DATE 08 /02 /2018 ) 08/02/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OD21146 HUB International Insurance Services Inc. 456 Montgomery Street, Suite 1200 San Francisco, CA 94104 CONTACT Lincy Kaczka PHONE , Ext): (877 825 -2681 FAX 951 231 -2572 (A/C, No):( 951) ADDRIESS: Cal.CPU @Hubinternational.com INSURERS AFFORDING COVERAGE NAIC # 12131/2017 INSURER A: Travelers Property Casualty Company of America 25674 $ 1'000'000 INSURED INSURER B: The Travelers Indemnity Company of America 25666 INSURER C: Travelers Casualty Insurance Company of Americ 19046 SIR LINES -A -LOT INSURER D : 7175 Cahill Road Edina, MN 55439 INSURER E: GEN'L AGGREGATE LIMIT APPLIES PER: PRO- X POLICY JECT LOC OTHER: INSURER F: 2'000'000 PRODUCTS - COMP /OP AGG COVFRAGFS CFRTIFICATF NIIMRFR• REVISION NIIMRFR- 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 LT I TYPE OF INSURANCE ADDL NSD SUER WVD POLICY NUMBER POLICY EFF M DD POLICY EXP M D LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X P-660- 5010X577- TIL -17 12131/2017 1213112018 EACH OCCURRENCE $ 1'000'000 DREM SES Ea RENTED ante 1'000'000 MED EXP (Any one person) 5,000 PERSONAL & ADV INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRO- X POLICY JECT LOC OTHER: GENERAL AGGREGATE 2'000'000 PRODUCTS - COMP /OP AGG 2,000,000 $ $ B AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY X AUTOS AUTOS ONLY NON-OWNED LY BA -4K970441- 18 -43 -G 01/01/2018 01/01/2019 COMBINED SINGLE LIMIT Ea accident 1,000,000 $ BODILY INJURY Per person) $ BODILY INJURY Per accident $ Parr a..d AMAGE $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE CUP- SK215586 -17 -43 12/3112017 12/31/2018 EACH OCCURRENCE $ 1'000'000 AGGREGATE 1'000'000 DED I X I RETENTION $ 0 C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED PROPRIETOR/PARTNER/EXECUTIVE N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A UB�K215666- 17 -43 -G 12/3112017 12/31/2018 X PER OTH- STATUTE ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYE $ 1'000'000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) RE: H1 B-0484 City of Shorewood. The City of Shorewood (owner) and WSB (engineer) are Additional Insured with regard to General Liability when required by written contract per the attached endorsement form CGD246 08105. CERTIFICATE HOLDER CANCFI I ATION ACORD 25 (2016/03) © 1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Shorewood y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 5755 Country Club Road Shorewood, MN 55331 AUTHORIZED REPRESENTATIVE - ACORD 25 (2016/03) © 1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED — (Section II) is amended to include any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Cover- age Part, but: a) Only with respect to liability for "bodily injury", "property damage" or "personal injury'; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance ", the in- surance provided to the additional insured shall be limited to the limits of liability re- quired by that "written contract requiring in- surance". This endorsement shall not in- crease the limits of insurance described in Section III — Limits Of Insurance. b) The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or sur- veying services, including: i. The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and ii. Supervisory, inspection, architectural or engineering activities. c) The insurance provided to the additional in- sured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products- completed op- erations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that oc- curs before the end of the period of time for which the "written contract requiring insur- ance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance ", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non - contributory basis, this insurance is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance ". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured when that person or organization is an additional insured under such "other insur- ance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: CG D2 46 08 05 0 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY I. How, when and where the 'occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the 'occurrence" or offense. b) If a claim is made or "suit' is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit' and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit' as soon as practicable. c) The additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit', cooperate with us in the investigation or settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions. d) The additional insured must tender the de- fense and indemnity of any claim or "suit' to any provider of 'other insurance" which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to 'other insur- ance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. — DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs and the "personal injury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 0 2005 The St. Paul Travelers Companies, Inc. CG D2 46 08 05