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C2023-083 - 4/25/2023 - Approved
DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 SERVICE AGREEMENT NO. 4811 ?� CITY OF CORPUS CHRISTI PH MASTER SERVICES AGREEMENT FOR GEOTECHNICAL AND CONSTRUCTION MATERIALS TESTING �b�PRFORatkO This Agreement is between the City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or designee and Rock Engineering & Testing Laboratory, LLC, 6817 Leopard Street, Corpus Christi, Texas 78409 ("Lab"). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I — PROJECT TASK ORDER................................................................................................2 ARTICLE 11 — COMPENSATION...........................................................................................................2 ARTICLE III — INSURANCE REQUIREMENTS ....................................................................................3 ARTICLE IV - INDEMNIFICATION .......................................................................................................3 ARTICLE V— TERM; RENEWALS; TIMES FOR RENDERING SERVICE...........................................4 ARTICLE VI - TERMINATION OF AGREEMENT.................................................................................4 ARTICLE VII — RECORD RETENTION; RIGHT OF REVIEW AND AUDIT..........................................4 ARTICLE VIII — MISCELLANEOUS PROVISIONS...............................................................................5 EXHIBIT A TERMS AND CONDITIONS EXHIBIT B SCOPE OF WORK EXHIBIT C RATE SCHEDULE Page 1 Rev Nov 2022 DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Lab agree will be performed under the terms and conditions of this Agreement. Each task Lab performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Lab. Each properly executed Task Order shall become a separate supplemental agreement to this Agreement. 1.2 The Lab shall provide its Scope of Services, to be included in each Task Order. The Scope of Services shall include all associated services required for Lab to provide such Services, pursuant to this Agreement, and any and all Services which would normally be required by law or common due diligence in accordance with the standard of care defined in Article VIII of this Agreement. Lab will perform the services in accordance with the approved Scope of Services and with Lab's response to the Request for Qualifications related to this project, which response is incorporated by reference into this Agreement as if set out here in its entirety. 1.3 All services provided by Lab shall be performed in accordance with the Terms and Conditions to this Master Services Agreement attached hereto and incorporated herein as Exhibit A. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 The general scope for these Task Orders is outlined in Exhibit B. More specific scope of work will be issued for pricing when a task order is needed. 1.5 Lab must provide all labor, equipment and transportation necessary to complete all services agreed to in a timely manner throughout the term of the Agreement. Persons retained by Lab to perform work pursuant to this Agreement shall be employees or subcontractors or subconsultants of Lab. Lab must provide City with a list of all subcontractors/subconsultants that includes the services performed by the subcontractors/subconsultants and the percentage of work performed by the subcontractor/subconsultant. Changes in Lab's team that provides services under this Agreement must be agreed to by the City in writing. 1.6 Lab must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are issued the fully executed Task Order to proceed. ARTICLE 11 — COMPENSATION 2.1 The Compensation for all services performed under this Agreement shall not exceed $1,000,000.00. 2.2 The Lab's fee for each Task Order will be on a quantity and unit price basis or lump sum basis with a negotiated not-to-exceed amount. The fees will not exceed those set out in the Task Order and will be full and total compensation for all services outlined in each Task Order, and for all expenses incurred in performing these services. 2.3 Lab shall price Task Orders in accordance with Exhibit C, Rate Schedule, subject to approval by the City. 2.3 All services shall be performed in accordance with the applicable standard of professional care set forth herein and to City's satisfaction, which satisfaction shall be judged by the Director in his/her sole discretion. City shall not be liable for any payment under this Agreement for services which are unsatisfactory and which previously have not been approved by the Director. Page 2 Rev Nov 2022 DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 2.4 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any Task Order or as final compensation or regarding any amount that may be withheld by City, Lab shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Lab does not initiate and follow the claims procedures provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.5 Lab will submit progress invoices to City Engineer monthly and final invoice upon completion of services. Each invoice is due and payable by City within 30 days of receipt and approval to pay by the City Engineer. 2.6 Request for final compensation by Lab shall constitute a waiver of claims except those previously made in writing and identified by Lab as unsettled at the time of final Payment Request. 2.7 Any fee payable under this Agreement is subject to the availability of funds. The Lab may be directed to suspend work pending receipt and appropriation of funds. ARTICLE III — INSURANCE REQUIREMENTS 3.1 Lab must not commence work under this Agreement until all required insurance has been obtained, and such insurance has been approved by the City. Lab must not allow any subcontractor or subconsultant to commence work under this Agreement until all similar insurance required of any subcontractor or subconsultant has been obtained. 3.2 Insurance Requirements for this Agreement are set out in the Terms and Conditions to this Agreement which is attached hereto and incorporated herein as Exhibit A. ARTICLE IV- INDEMNIFICATION Lab shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, or other entity, excluding the engineer or architect or that person's agent, employee or consultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Lab or its agent, Lab under contract or another entity over which Lab exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Lab shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, included in the indemnification above if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Lab shall reimburse the City's reasonable attorney's fees in proportion to the Lab's liability. Lab must advise City in writing within 24 hours of any claim or demand against City or Lab known to Lab related to or arising out of Lab's activities under this Agreement. Page 3 Rev Nov 2022 DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 ARTICLE V—TERM; RENEWALS; TIMES FOR RENDERING SERVICE 5.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 5.2 This Agreement shall be applicable to all Task Orders issued hereunder from the Effective Date of the Agreement until Task Orders are complete. 5.3 The initial term of this Agreement shall be for a period of one year beginning on the Effective Date, unless extended by authority of the City Manager or designee. The Agreement may be renewed for up to one- year renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 5.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Lab will perform services and provide deliverables within a reasonable time. ARTICLE VI - TERMINATION OF AGREEMENT 6.1 City may terminate this Agreement or Task Order under this Agreement, with or without cause, upon seven days written notice to Lab at the address of record. 6.2 Lab will be compensated for authorized services completed up to the date of termination. ARTICLE VII — RECORD RETENTION; RIGHT OF REVIEW AND AUDIT 7.1 Lab grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Lab's records relating to the work and/or services provided under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Lab agrees to retain its records for a minimum of four(4)years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 7.2 "Lab's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 7.3 City agrees that it shall exercise the right to audit, examine or inspect Lab's records only during City's regular business hours. Lab agrees to allow City's designee access to all of Lab's records, Lab's facilities and Lab's current or former employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Lab also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 7.4 Lab shall include this audit clause in any subcontractor, supplier or vendor contract. Page 4 Rev Nov 2022 DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 ARTICLE VIII — MISCELLANEOUS PROVISIONS 8.1 Assignability. The Lab will not assign, transfer or delegate any of its obligations or duties in this Agreement to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the Lab staff. If the Lab is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Lab fee may be assigned in advance of receipt by the Lab without written consent of the City. The City will not pay the fees of experts or technical assistance or other Labs unless such employment, including the rate of compensation, has been approved in writing by the City. 8.2 Ownership of Documents. Lab agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings, test results and submittal data. Lab may retain a copy for its files. 8.3 Standard of Care. Services performed by Lab will be conducted in a manner consistent with that level of skill and care ordinarily provided by competent members of the profession practicing under the same or similar circumstances and professional license. 8.4 Licensing. Lab shall be represented by personnel with appropriate licensure, registration and/or certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 8.5 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Lab and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Lab. 8.6 Disclosure of Interest. Lab agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 8.7 Certificate of Interested Parties. Lab agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf—info—forml295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 8.8 Conflict of Interest. Lab agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index 8.9 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. 8.10 Provisions Required by Law. Each applicable provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were physically included herein. 8.11 Public Information. The requirements of Subchapter J Chapter 552 Texas Government Code may apply Page 5 Rev Nov 2022 DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 to this Agreement, and the Lab agrees that the Agreement may be terminated if the Lab knowingly or intentionally fails to comply with a requirement of that subchapter. 8.12 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 8.13 Title VI Assurance. Lab shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. 8.14 Independent Contractor. The relationship between City and Lab under this Agreement shall be that of independent contractor. City may explain to Lab the City's goals and objectives in regard to the services to be performed by Lab, but the City shall not direct Lab on how or in what manner these goals and objectives are to be met. 8.15 Conflict Resolution Between Documents. Lab hereby agrees and acknowledges if anything contained in any documents prepared by Lab and included herein, is in conflict with the terms of this Agreement, which incorporates Exhibit A, and/or an approved Task Order, this Agreement and/or the Task Order shall take precedence and control to resolve said conflict. 8.16 No Waiver of Governmental Immunity. This Agreement is to perform a governmental function solely for the public benefit. Nothing in this Agreement shall be construed to waive City's governmental immunity from lawsuit, which immunity is expressly retained to the extent it is not clearly and unambiguously waived by state law. Page 6 Rev Nov 2022 DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 CITY OF CORPUS CHRISTI ROCK ENGINEERING & TESTING LABORATORY, LLC DocuSigned by: DocuSigned by: 5/24/2023 , A*t,S bAditX' 5/17/2023 Jeff H. Edmonds, P.E. (Date) James Bauer, P.E. (Date) Director of Engineering Services Branch and Program Manager 6817 Leopard Street Corpus Christi, Texas 78409 (361) 502-1996 Office james.bauer@rocktesting.com APPROVED AS TO LEGAL FORM DocuSigned by: J UQt,lA,t,A 5/19/2023 M2023-061 AUTHORIZED BY Assistant City Attorney (Date) 4/25/2023 for City Attorney COUNCIL DS ATTEST DocuSigned by: � 5/25/2023 Rebecca Huerta, City Secretary Page 7 Rev Nov 2022 DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO EXHIBIT A TERMS AND CONDITIONS TO TESTING AGREEMENT ARTICLE 1. SERVICES: Lab will: 1.1 Provide only those services requested by City Engineer that, in the opinion of Lab, lie within the technical or professional areas of expertise of Lab and which Lab is adequately staffed and equipped to perform. 1.2 Perform technical services under the supervision of a licensed professional engineer and in compliance with the basic requirements of the appropriate standards of the American Society for Testing and Materials, where applicable, and other standards designated in writing by the City Engineer. 1.3 Promptly submit formal reports (printed and electronic copies) of tests, inspections and services performed indicating, where applicable, compliance with the Project specifications or other contract documents. Such reports must be complete and factual, citing the tests performed, methods employed, values obtained and parts of the structure of the Project area subjected to any testing. 1.4 Utilize testing equipment which has been calibrated according to applicable standards and, upon request, submit to the City Engineer or designee documentation of such calibration. Secure representative samples of those materials that the City's contractor proposes to use which require testing, together with relevant data concerning such materials including the point of origin and supplier. 1.5 Consider reports to be confidential and distribute reports only to those persons, organizations or agencies specifically designated in writing by the City Engineer. 1.6 Retain records relating to services performed for City for a period of two years following submission of any reports, during which period the records will be made available to the City at all reasonable times. 1.7 Pay salaries, wages, expenses, social security taxes, federal and state unemployment taxes and any other similar payroll taxes relating to the services. ARTICLE 2. CITY RESPONSIBILITIES: City Engineer or designee will: 2.1 Provide Lab with all plans, specifications, addenda, change orders, approved shop drawings and other information for the proper performance of services by Lab. 2.2 Issue authorization in writing giving Lab free access to the Project site and to all shops or yards where materials are prepared or stored. 2.3 Designate in writing those persons or firms which will act as the City's representative with respect to Lab's services to be performed under this Agreement and which must be promptly notified by Lab when it appears that materials tested or inspected are in non-compliance. Only the City Engineer or designee has authority to transmit instructions, receive information and data and/or interpret and define the City's policies and decisions with respect to the Project. Lab acknowledges that certain City representatives may have different types of authority concerning the Project. 2.4 Advise Lab sufficiently in advance of any operations so as to allow for assignment of personnel by Lab for completion of the required services. Such advance notice will be in accordance with that established by mutual agreement of the parties. 2.5 Direct the Project contractor, either by the Construction Contract or direct written order, to: (a) Stop work at the appropriate times for Lab to perform contracted services; (b) Furnish such labor and all facilities needed by Lab to obtain and handle samples at the Project and to facilitate the specified inspection and tests; DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 (c) Provide and maintain for use of Lab adequate space at the Project for safe storage and proper curing of test specimens that must remain on the Project site prior to, during and up to 60 days after testing. ARTICLE 3. GENERAL CONDITIONS 3.1 Lab, by the performance of services covered hereunder, does not in any way assume, abridge or abrogate any of those duties, responsibilities or authorities with regard to the Project that, by custom or contract, are vested in the Project architects, design engineers or any other design agencies or authorities. 3.2 Lab is not authorized to supervise, alter, relax, enlarge or release any requirement of the Project specifications or other contract documents nor to approve or accept any portion of the work. Lab does not have the right of rejection or the right to stop the work. City Engineer will direct the Project contractor to stop work at appropriate times for Lab to conduct the sampling, testing or inspection of operations covered by the Agreement. ARTICLE 4. FIELD MONITORING AND TESTING 4.1 City and Lab agree that Lab will be on-site to perform inspections for contracted services. The City and Lab also agree that Lab will not assume responsibility for Project contractor's means, methods, techniques, sequences or procedures of construction, and it is understood that the final services provided by Lab will not relieve the Project contractor of its responsibilities for performing the work in accordance with the Project plans and specifications. For the purposes of this Agreement, the word "inspection" is used to mean periodic observation of the work and the conducting of tests by Lab as specified in the Agreement. Continuous monitoring by Lab or its subcontractors does not mean that Lab is approving placement of materials. Inspection is not and should not be construed to be a warranty by Lab to the City or any other party. 4.2 Samples collected or tested by Lab remain the property of the City while in the custody of the Lab. Lab will retain the samples for a period of 60 days following the date of submission of any report related to the sample. Following the retention period, Lab will dispose of non-hazardous samples, and return hazardous, acutely toxic or radioactive samples and samples' containers and residues to City. City agrees to accept such samples and samples' containers. ARTICLE 5. STANDARD OF CARE AND WARRANTY Services performed by Lab will be conducted in a manner consistent with that level of care and skill ordinarily exercised by reputable members of the profession currently practicing under similar conditions in the same locality. No other warranty either expressed or implied is made or intended by the Agreement or any reports. Lab will not be responsible for the interpretation or use by others of data developed by Lab. ARTICLE 6. INDEMNIFICATION Lab shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, or other entity, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Lab or its agent, Lab under contract or another entity over which Lab exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Lab shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 breach of contract by Indemnitee, the Lab shall reimburse the City's reasonable attorney's fees in proportion to the Lab's liability. Lab must advise City in writing within 24 hours of any claim or demand against City or Lab known to Lab related to or arising out of Lab's activities under this Agreement. ARTICLE 7. INVOICES AND PAYMENT 7.1 Lab will submit progress invoices to City Engineer monthly and final invoice upon completion of services. Each invoice is due and payable by City within 30 days of receipt and approval to pay by the City Engineer. 7.2 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. ARTICLE 8. INSURANCE REQUIREMENTS 8.1 Lab must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Lab must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 8.2 Lab must furnish to the Director of Engineering Services with the signed agreement (or amendment) a copy of the Certificate(s)of Insurance (COI)with applicable policy endorsements showing the following minimum coverage by an insurance company(s)acceptable to the City's Risk Manager.The City must be listed as an additional insured on the General Liability and Auto Liability policies,and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, required Bodily Injury and Property Damage on all certificates or by applicable policy Per occurrence - aggregate endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. Commercial Broad Form $2,000,000 Aggregate 2. Premises—Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury-Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) (Defense costs must be outside policy limits) If claims made policy, retro date must be prior to inception of agreement, have 3-year reporting period provisions and identify any limitations regarding who is insured. DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 8.3 In the event of accidents of any kind related to this agreement, Lab must furnish the City with copies of all reports of any accidents within 10 days of the accident. 8.4 Lab shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lab's sole expense, insurance coverage written on an occurrence basis, with the exception of professional liability, which may be on a per claims made basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Lab is required to provide City with renewal Certificates. 8.6 Lab is required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Lab shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 8.7 Lab agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: (a) List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the professional liability/Errors & Omissions policy; (b) Provide for an endorsement that the"other insurance"clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; and (c) Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non- renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 8.8 Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Lab shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lab's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 8.9 In addition to any other remedies the City may have upon Lab's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Lab to remove the exhibit hereunder, and/or withhold any payment(s)if any,which become due to Lab hereunder until Lab demonstrates compliance with the requirements hereof. 8.10 Nothing herein contained shall be construed as limiting in any way the extent to which Lab may be held responsible for payments of damages to persons or property resulting from Lab's or its subcontractor's performance of the work covered under this agreement. 8.11 It is agreed that Lab's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 8.12 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. ARTICLE 9. TERMINATION OF AGREEMENT DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 The City may, at any time, with or without cause, terminate this Agreement upon seven days written notice to Lab at the address of record. Lab will be compensated for services performed up to termination. ARTICLE 10. CONTROLLING LAW This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lie exclusively in Nueces County, Texas. ARTICLE 11. DISCLOSURE OF INTERESTS 11.1 Lab agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this Agreement, if required. 11.2 Lab agrees to comply with section 2252.908 of the Texas Government Code and complete Form 1295 Certificate of Interested Parties as part of this Agreement, if required. For more information, please review the information on the Texas Ethics Commission website at https://www.ethics.state.tx.us. 11.3 Lab agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City of Corpus Christi City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at httpe//www.cctexas.com/aovernmenUcity- secretary/conflict-disclosure/index. ARTICLE 12. CLAIMS 12.1 Claims arising from this Agreement shall be made in writing, sworn to and signed by an authorized representative. The responsibility to substantiate a claim rests with the party making the claim. 12.2 All negotiations pursuant to this Article are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Lab and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. ARTICLE 13. EXTENT OF AGREEMENT 13.1 This Agreement, including Exhibit "A" and these Terms and Conditions, represents the entire Agreement between City and Lab and supersedes all prior negotiation, representations or agreements, written or oral. This Agreement may be amended only by a written instrument signed by duly authorized representatives of City and Lab. If any conflict occurs between these Terms and Conditions and any other part of this Agreement, these Terms and Conditions are controlling. 13.2 In the event that any one or more of the provisions contained in this Agreement are for any reason held invalid, illegal or unenforceable in any respect,the remaining terms will be in full effect and this Agreement will be construed as if the invalid or unenforceable matters were never included in this Agreement. No waiver of any default will be a waiver of any future default. 13.3 Neither party will assign this Agreement without the express written approval of the other, but Lab may subcontract laboratory procedures as Lab deems necessary to meet the obligations of this Agreement. DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 ARTICLE 14. SAFETY City and Lab agree that, in accordance with the generally accepted construction practice, the Project's general contractor will be solely and completely responsible for working conditions on the Project, including safety of all persons and property during the performance of the work and for compliance with all municipal, state and federal laws, rules and regulations, including OSHA. The duty of Lab in providing services is not, therefore, to include any review of, or responsibility for, the adequacy of the Project's general contractor's safety measures in, on or near the Project site. DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO mos M, EXHIBIT B i1h SCOPE OF WORK p � ! � GEOTECHNICAL AND CONSTRUCTION MATERIAL TESTING RE ✓' Geotechnical Testing and Construction Material Testing —services that include specified geological and geotechnical field operations, laboratory testing and engineering analysis for various projects. Geotechnical Engineering The A/E shall perform geotechnical engineering services that include specified Geological and Geotechnical Field Operation, Testing Program and Engineering Analysis for various infrastructure construction projects identified in each task order. Materials Engineering The A/E shall perform and supervise all sampling, testing, inspection work, and related services for various infrastructure construction projects identified in each task order. Engineering Reports for Geotechnical and Materials Engineering The A/E will submit a Report of Findings for each task order. Reports may contain but are not limited to items such as: • A description of the field exploration and laboratory tests • maps of boring locations • Boring logs o Note (provide narrative of) the location of the bores relative to the street section in the report. For example, was the bore in the middle of the center turn lane, in the outer westbound lane, between the 2 eastbound lanes, approximately 1-ft from the edge of the gutter in the eastbound lane, etcetera. • A discussion of the engineering properties of the subsurface materials encountered • Trench excavation design parameters • OSHA soil type classification • Pavement Section recommendations o Include asphalt pavement options o If a thick pavement section is recommended (including surface, base, & subgrade), provide alternative options to reduce the thickness (i.e. multiple geogrid layers, increased hotmix, etc.). Notify the City PM to discuss prior to finalizing the report. o Include narrative of benefits/risks of proposed components o Recommendations for prolonging/protecting the pavement sections (i.e. not driving on unprotected base, backfilling within 48-hrs to protect base). • Design Parameters o 30 Year Design Life DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO w�U��es AryG • GEOTECHNICAL ENGINEERING CONSTRUCTION MATERIALS 1 < �" ' ENGINEERING &TESTING a SOILS *ASPHALT* CONCRETE A UES Company March 31, 2023 City of Corpus Christi 1201 Leopard St Corpus Christi, TX 78401 SUBJECT: RFQ 4413 GEOTECHNICAL ENGINEERING &CONSTRUCTION MATERIALS TESTING CITY OF CORPUS CHRISTI ROCK Proposal Number: CCU022023A(R1) Dear Ms. Clarissa S. Johnson, Rock Engineering and Testing Laboratory, LLC. (Rock Engineering) (TBPE Firm No. 2101) is pleased to provide the attached Scope of Work and Revised Cost Proposal for RFQ 4413 Geotechnical Testing and Construction and Material Testing. Sincerely, w Ja es Bauer, P.E. Brunch Manager— Corpus Christi Enclosures: Scope of Work and Revised Cost Proposal ROCK ENGINEERING &TESTING LABORATORY, LLC. (TBPE FIRM NO. 2101) Corpus Christi San Antonio Round Rock Office: 361.883.4555 Office:210.495.8000 Office: 512.284.8022 Fax:361.883.4711 Fax:210.495.8015 Fax:512.284.7764 6817 Leopard St. 10856 Vandale 7 Roundville Ln. Corpus Christi,TX 78409 San Antonio,TX 78216 Round Rock,TX 78664 WWW.rocktgSi ng.COrn DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO r *m d A DIES Company ROCK ENGINEERING AND TESTING LABORATORY SCOPE OF WORK AND REVISED COST PROPOSAL RFQ 4413-GEOTECHNICAL TESTING AND CONSTRUCTION AND MATERIAL TESTING GEOTECHNICAL DRILLING UNIT PROPOSED TRUCK MOUNTED DRILL RIG MOB/DEMOB(local within 60 miles roundtrip) EA $ 390.00 TRUCK MILEAGE BEYOND 60 MILES ROUNDTRIP MILE $ 4.50 ATV MOUNTED DRILL RIG MOB/DEMOB EA $ 4,100.00 BARGE MOBILIZATION AND DEMOBILIZATION LS $ 8,500.00 BARGE MOUNTED DRILLING SERVICES DAY $ 5,500.00 CREW BOAT I DAY $ 1,000.00 SUPPORT TRUCK I DAY $ 85.00 STANDBY DRILL RIG/CREW HR is 300.00 HOLLOW STEM/SOLID FLIGHT AUGER-TRUCK MOUNTED RIG 1. Depths 0 to 50 feet LF $ 23.50 2. Depths 50 to 100 feet LF $ 27.50 3. Depths 100 to 150 feet LF $ 33.00 4. Daily Rate DAY $ 3,750.00 5. Grouting of 4-inch Diameter Boreholes LF $ 8.00 6. Grouting of 8-inch Diameter Boreholes LF $ 20.50 MUD ROTARY-TRUCK MOUNTED RIG 1. Depths 0 to 50 feet LF $ 24.50 2. Depths 50 to 100 feet LF $ 29.00 3. Depths 100 up to 150 feet LF $ 38.00 4. Daily Rate DAY $ 4,000.00 5. Grouting of Boreholes LF $ 22.50 HOLLOW STEM/SOLID FLIGHT AUGER-ATV MOUNTED RIG DAY $ 3,750.00 MUD ROTARY-ATV MOUNTED RIG DAY $ 3,750.00 CONE PENETROMETER TESTING-TRUCK MOUNTED RIG 1. Depths 0 to 50 feet LF $ 32.50 2. Depths 50 up to 100 feet LF $ 38.00 3. Daily Rate DAY $ 3,500.00 MISCELLANEOUS ASPHALT PAVEMENT CORE AND PATCH(Maximum 6 inch thickness) EA $ 175.00 ASPHALT PAVEMENT CORE AND PATCH(Greater than 6 inches) INCH $ 5.00 CONCRETE PAVEMENT CORE AND PATCH(Maximum 6-inch thickness) EA $ 190.00 CONCRETE PAVEMENT CORE AND PATCH(Greater than 6 inches) INCH $ 10.00 CORING EQUIPMENT DAY $ 170.00 TRAFFIC CONTROL(Outside TxDOT Right-of-Way) DAY estimate+15% TRAFFIC CONTROL(Within TxDOT Right-of-Way) DAY estimate+15% TRAFFIC CONTROL PLANS EA estimate+15% DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO ROCK ENGINEERING AND TESTING LABORATORY SCOPE OF WORK AND REVISED COST PROPOSAL RFQ 4413-GEOTECHNICAL TESTING AND CONSTRUCTION AND MATERIAL TESTING CONSTRUCTION MATERIALS TESTING-FIELD UNIT PROPOSED SOIL NUCLEAR GAUGE EQUIPMENT FEE TRIP $ 60.00 SIEVE ANALYSIS OF ROAD-MIX STABILIZED MATERIAL TX-101-E PART III EA $ 95.00 IN-PLACE DENSITY BY NUCLEAR GAUGE(3 locations)ASTM D6938 TRIP $ 95.00 IN-PLACE DENSITY BY NUCLEAR GAUGE(Each additional location)ASTM D6938 EA $ 33.00 DRILLED PIER/AUGER CAST PILE OBSERVATIONS HR $ 100.00 FIELD RESISTIVITY ASTM G57 I EA $ 550.00 PROOF ROLLING OBSERVATION(Soil) HR is 95.00 CONCRETE/MASONRY WINDSOR PIN(Sets of 3)ASTM C803 EA $ 305.00 SCHMIDT HAMMER TEST(Per Area)ASTM C805 EA $ 215.00 AIR CONTENT OF FRESHLY MIXED CONCRETE ASTM C173/C231 EA $ 22.00 CONCRETE CORING EQUIPMENT DAY $ 170.00 PATCHING CORES EA $ 30.00 REBAR/PRE-POUR INSPECTION HR $ 85.00 GROUT INSPECTION HR $ 85.00 TENDON INSPECTION HR $ 110.00 SLUMP ASTM C143 EA $ 22.00 TEMPERATURE OF CONCRETE ASTM C1064 EA $ 22.00 CONC CYLINDERS SAMPLING/COMPRESSIVE STRENGTH(Set of 4)ASTM C31/C39 SET $ 205.00 CONC CYLINDERS SAMPLING/COMPRESSIVE STRENGTH(each add.cylinder)ASTM C31/C39 EA $ 50.00 FLEXURAL STRENGTH OF CONCRETE ASTM C78 EA $ 73.00 MORTAR CUBES(3 per set)ASTM C109 SET $ 145.00 MORTAR CUBES(each additional cube)ASTM C109 EA $ 50.00 GROUT PRISMS(4 per set)ASTM C1019 SET $ 210.00 GROUT PRISMS(each additional prism)ASTM C1019 EA $ 52.00 GROUT CUBES ASTM C942 EA is 52.00 ASPHALT HMAC CORING EQUIPMENT I DAY $ 170.00 ROLLING PATTERN(HMAC) I HR $ 95.00 DEPTH CHECKS HR is 95.00 OTHER SPECIAL INSPECTIONS&TESTING CERTIFIED WELDING INSPECTOR(Minimum 4 hours) HR $ 175.00 BOLTING INSPECTION(Minimum 4 hours) HR $ 175.00 NDT LEVEL II INSPECTOR DAY estimate+15% FLOOR FLATNESS/LEVELNESS(Minimum 4 hours with 2 technicians)ASTM E1155 HR $ 180.00 FLOOR MOISTURE(Vapor Emission Rate using Calcium Chloride)ASTM F1869 EA $ 65.00 FLOOR MOISTURE(Relative Humidity using insitu probes)ASTM F2170 EA $ 200.00 FLOOR MOISTURE(by Plastic Sheet Method)ASTM D4263 EA $ 40.00 FIREPROOFING THICKNESS ASTM E605 EA estimate+15% FIREPROOFING DENSITY ASTM E605 EA estimate+15% FIREPROOFING ADHESION/COHESION ASTM E736 EA estimate+15% MISCELLANEOUS TRAFFIC CONTROL(Outside TxDOT Right-of-Way) DAY estimate+15% TRAFFIC CONTROL(Within TxDOT Right-of-Way) DAY estimate+15% TRAFFIC CONTROL PLANS EA estimate+15% VEHICLE(TRIP CHARGE/LOCAL) TRIP $ 75.00 DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO ROCK ENGINEERING AND TESTING LABORATORY SCOPE OF WORK AND REVISED COST PROPOSAL RFQ 4413-GEOTECHNICAL TESTING AND CONSTRUCTION AND MATERIAL TESTING LABORATORY&MATERIALS TESTING UNIT PROPOSED SOIL/AGGREGATE SAMPLE PREPARATION CHARGE(HMAC/LIMESTONE) EA $ 85.00 SOIL-LIME PROPORTION(using pH)ASTM D6276 EA $ 325.00 MOISTURE CONTENT ASTM D2216 EA $ 14.00 ONE DIMENSIONAL SWELL TEST ASTM D4546 EA $ 175.00 ONE DIMENSIONAL CONSOLIDATION TEST(incremental loading)ASTM D2435 EA $ 700.00 UNCONFINED COMPRESSIVE STRENGTH TEST(cohesive soil) ASTM D2166 EA $ 75.00 pH of Soil ASTM D4972 EA $ 38.00 SOIL RESISTIVITY ASTM G187 EA $ 60.00 SULFATE AND CHLORIDE CONTENT IN SOIL ASTM D4327 EA $ 160.00 AGGREGATE UNIT WEIGHT AND VOIDS ASTM C29 EA $ 300.00 PLASTICITY INDEX OF SOILS Tex-106-E EA $ 135.00 ATTERBERG LIMITS/PLASTICITY INDEX ASTM D4318(SUBGRADE SOILS) EA $ 77.00 ATTERBERG LIMITS/PLASTICITY INDEX ASTM D4318 SOILS W/AGGREGATE EA $ 120.00 HYDROMETER GRAIN SIZE ANALYSIS ASTM D7928 EA $ 150.00 PARTICLE SIZE DIST USING SIEVE ANALYSIS ASTM C136/D6913 EA $ 135.00 SPECIFIC GRAVITY-COARSE AGGREGATES ASTM C127 EA $ 135.00 SPECIFIC GRAVITY-FINE AGGREGATES ASTM C128 EA $ 135.00 FINENESS MODULUS Tex-402-A EA $ 135.00 MICRO-DEVAL ABRASION Tex-467A EA $ 450.00 MOISTURE DENSITY RELATIONSHIP SUBGRADE(Standard PROCTOR-ASTM D698) EA $ 235.00 MOISTURE DENSITY RELATIONSHIP BASE MATERIALS(Modified PROCTOR ASTM D1557) EA $ 245.00 MOISTURE-DENSITY RELATIONSHIP OF BASE MATERIALS Tex-1 13-EEA $ 260.00 MOISTURE-DENSITY RELATIONSHIP SUBGRADE/EMBANK/BACKFILL Tex-1 14-EEA $ 250.00 ORGANIC IMPURITIES ASTM C40 EA $ 68.00 CEMENT/LIME SERIES ASTM D558(3 PERCENTAGES) 3 SETS $ 550.00 FLAT/ELONGATED PARTICLES(ASTM D4791 EA $ 325.00 PERMEABILITY(REMOLDED)ASTM D5084 EA $ 525.00 PERMEABILITY(EXTRUDED)ASTM D5084 EA $ 375.00 SAND EQUIVALENT VALUE ASTM D2419 EA $ 130.00 WET BALL MILL Tex-1 16-EEA $ 440.00 LA ABRASION ASTM C131/ASTM E535 EA $ 450.00 FINER THAN#200 MESH(Decantation)ASTM C117 EA $ 87.00 CALIFORNIA BEARING RATIO(3 Point)ASTM D1883 EA $ 730.00 TXDOT TRIAXIAL SERIES Tex-1 17-EEA $ 1,900.00 COARSE AGGREGATE ANGULARITY Tex-460-A Part I EA $ 80.00 DECANTATION Tex-406-A EA $ 275.00 DELETERIOUS MATERIAL Tex-413-A EA $ 110.00 MAGNESIUM SULFATE SOUNDNESS 5 CYCLES Tex-41 1-AEA $ 410.00 UNCONSOLIDATED UNDRAINED(UU)TRIAXIAL COMPRESSION TEST ASTM D2850 EA $ 135.00 CONSOLIDATED UNDRAINED(UU)TRIAXIAL COMPRESSION TEST ASTM D4767 1.SET OF THREE SET $ 1,700.00 2.MULTISTAGE EA $ 1,450.00 CONCRETE/MASONRY CONCRETE CYLINDERS COMPRESSIVE STRENGTH ONLY ASTM C39 I EA is 30.00 CUBES COMPRESSIVE STRENGTH ONLY ASTM C109 I EA $ 30.00 PRISMS COMPRESSIVE STRENGTH ONLY ASTM C1019 EA $ 40.00 UNIT WEIGHT ASTM C138 EA $ 62.00 ASPHALT ASPHALT FULL SERIES(ASTM C117,C136,D2041,D6307) I EA $ 875.00 ASPHALT CORED IN PLACE DENSITY Tex-207-F I EA $ 140.00 ASPHALT CORE-TRIMMING I EA is 38.00 DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO ROCK ENGINEERING AND TESTING LABORATORY SCOPE OF WORK AND REVISED COST PROPOSAL RFQ 4413-GEOTECHNICAL TESTING AND CONSTRUCTION AND MATERIAL TESTING LABOR/PERSONNEL UNIT PROPOSED PRINCIPAL HR $ 200.00 SENIOR ENGINEER HR $ 200.00 STAFF ENGINEER II HR $ 165.00 STAFF ENGINEER I HR $ 150.00 ENGINEER IN TRAINING(EIT) HR $ 125.00 GEOTECHNICAL DRILLING COORDINATOR HR $ 125.00 GEOTECHNICAL DRILLING LOGGER HR $ 110.00 CERTIFIED WELDING INSPECTOR(Minimum 4 hours) HR $ 175.00 SENIOR PROJECT MANAGER HR $ 150.00 PROJECT MANAGER HR $ 125.00 SENIOR FIELD TECHNICIAN HR $ 110.00 FIELD TECHNICIAN LEVEL 2 HR $ 95.00 FIELD TECHNICIAN LEVEL 1 HR $ 85.00 FIELD TECHNICIAN DAY RATE DAY $ 950.00 ADMINISTRATIVE HR $ 55.00 Overtime/Holiday/After Hour rates will be billed at 1.5 times the provided Unit Rate Any required specialty testing or testing not included on this rate sheet will be billed at cost plus 20 Specialty testing includes but is not limited to:PDA,PIT,PILE LOAD TESTING,BOLT PULLING,PIEZOMETERS,MONITORING WELLS, DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 Sample form for: COMPLETE PROJECT NAME Payment Request Task Order No. Project No.XXXX Invoice No. 12345 Invoice Date: Total Current Previous Total Remaining Percent Basic Services: Contract Amd No. 1 Contract Invoice Invoice Invoice Balance Complete Design Services $1,000 $0 $1,000 $1,0001 $0 $1,000 $0 100% Subtotal Basic Services $1,000 $0 $1,000 $1,000 $0 $1,000 100% Additional Services: None $0 $0 $0 $0 $0 $0 0% Subtotal Additional Services $0 $0 $0 $0 $0 $0 0% Summary of Fees Basic Services Fees $1,000 $0 $1,000 $1,000 $0 $1,000 100% Additional Services Fees0 0 0 0 0 0 0% Total of Fees $1,000 $0 $1,000 $1,000 $0 $17000 100% Notes: A PURCHASE ORDER NUMBER MUST BE INCLUDED ON ALL INVOICES AND INVOICE CORRESPONDENCE.FAILURE TO COMPLY WILL RESULT IN DELAYED PAYMENT OF INVOICES. If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials(T&M). EXHIBIT"C" Page 1 of 1 DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO vv.:. City Corpuss uCITY OF CORPUS CHRISTI Christi DISCLOSURE OF INTEREST Corpus Christi Code 2-349, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See next page for Filing Requirements, Certification and Definitions. COMPANY NAME: Rock Engineering and Testing Laboratory, LLC STREET ADDRESS: 6817 Leopard Street P.O. BOX: CITY: Corpus Christi STATE: Texas ZIP: 78409 FIRM IS: 1. Corporation ® 2. Partnership ❑ 3. Sole Owner ❑ 4. Association ❑ 5. Other ❑ If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership In the above named "firm." Name Job Title and City Department (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member"of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)]. CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested, and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas, as changes occur. Certifying Person: Bobby Jemison Title: Vice President of Operations Signature of Date: Certifying Person: �; 5/8/23 DEFINITIONS a. "Board member." A member of any board, commission, or committee of the city, including the board of any corporation created by the city. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the city, whether under civil service or not, including part-time employees and employees of any corporation created by the city. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts,proxies, or special terms of venture or partnership agreements. g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO 75/8/2023 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 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 NAME: Carly Samuel Greyling Ins. Brokerage/EPIC PHONEFAX 3780 Mansell Road, Suite 370 A/c No Ext: 770.670.5324 A/C,Noy 770.670.5324 Alpharetta GA 30022 ADMDRESS: uescerts@greyling.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: The Travelers Indemnity Company 25658 INSURED UNIVENG INSURER B: Texas Mutual Insurance Company 22945 Rock Engineering &Testing Laboratory, LLC 10856 Vandale St. INsuRERc: Evanston Insurance Company 35378 San Antonio, TX 78216 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:778256697 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYY MMIDD/YYY A X COMMERCIAL GENERAL LIABILITY P630OW264360TIA23 3/10/2023 3/10/2024 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � OCCUR DAMAGE TO RENTED PREMISES Ea occurrence) $300,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY jECT RO- LOC PRODUCTS-COMP/OP AGG $1,000,000 OTHER: $ A AUTOMOBILE LIABILITY 8104W8180512343G 3/10/2023 3/10/2024 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIREDX NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLA LAB X OCCUR CUP4W82444A2343 3/10/2023 3/10/2024 EACH OCCURRENCE $5,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$1 n nnn $ B WORKERS COMPENSATION 0001158394 3/10/2023 3/10/2024 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTEI ER 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 C Professional/Pollution Liab. MKLV7PL0005710 2/1/2023 5/1/2024 Per Claim 5,000,000 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Re:City of Corpus Christi. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Corpus Christi 1201 Leopard St AUTHORIZED REPRESENTATIVE Corpus Christi, TX 78401 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO TPV^ n (RR) ex,-doMutual WORKERS' COMPENSATION INSURANCE WORKERS' COMPENSATION AND WC 42 03 04 B EMPLOYERS LIABILITY POLICY Insured copy TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization (X)Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL TEXAS OPERATIONS 3. Premium: The premium charge for this endorsement shall be 2.00 percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s) arising out of the operations described. 4. Advance Premium: Included, see Information Page This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following"attaching clause"need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement,effective on 3/10/23 at 12:01 a.m.standard time,forms a part of: Policy no. 0001158394 of Texas Mutual Insurance Company effective on 3/10/23 Issued to: ROCK ENGINEERING&TESTING LAB LLC This is not a bill NCCI Carrier Code: 29939 Authorized representative PO Box 12058,Austin,TX 78711-2058 3/14/23 1 of 1 texasmutual.com 1 (800)859-5995 1 Fax(800)359-0650 WC 42 03 04 B DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO COMMERCIAL AUTO 8104W8180512343G THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II —COVERED AUTOS under the Who Is An Insured provision contained in Section II. LIABILITY COVERAGE: Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.S., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO COMMERCIAL AUTO 8104W8180512343G You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III —PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner (if you are a partnership); $750 for any one "accident". (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS : The following is added to Paragraph A.4., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or "loss", provided that the "accident" or "loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO COMMERCIAL AUTO 8104W8180512343G such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page 4 of 4 ©2015 The Travelers Indemnity Compa ny.All rights reserved . CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 COMMERCIAL AUTO 8104W8180512343G 4. Loss Payment — Physical Damage Cover- son or organization holding, storing or trans- ages porting property for a fee regardless of any At our option, we may: other provision of this Coverage Form. a. Pay for, repair or replace damaged or sto- 5. Other Insurance len property; a. For any covered "auto" you own, this b. Return the stolen property, at our ex- Coverage Form provides primary insur- pense. We will pay for any damage that ance. For any covered "auto" you don't results to the "auto"from the theft; or own, the insurance provided by this Cov- erage Form is excess over any other col- c. Take all or any part of the damaged or lectible insurance. However, while a cov- stolen property at an agreed or appraised ered "auto" which is a "trailer" is con- value. nected to another vehicle, the Covered If we pay for the "loss", our payment will in- Autos Liability Coverage this Coverage clude the applicable sales tax for the dam- Form provides for the "trailer" is: aged or stolen property. (1) Excess while it is connected to a mo- 5. Transfer Of Rights Of Recovery Against for vehicle you do not own; or Others To Us (2) Primary while it is connected to a If any person or organization to or for whom covered "auto"you own. we make payment under this Coverage Form b. For Hired Auto Physical Damage Cover- has rights to recover damages from another, age, any covered "auto" you lease, hire, those rights are transferred to us. That person rent or borrow is deemed to be a covered or organization must do everything necessary "auto" you own. However, any "auto" that to secure our rights and must do nothing after is leased, hired, rented or borrowed with "accident" or"loss" to impair them. a driver is not a covered "auto". B. General Conditions c. Regardless of the provisions of Para- 1. Bankruptcy graph a. above, this Coverage Form's Bankruptcy or insolvency of the "insured" or Covered Autos Liability Coverage is pri- the "insured's" estate will not relieve us of any mary for any liability assumed under an obligations under this Coverage Form. "insured contract". 2. Concealment, Misrepresentation Or Fraud d. When this Coverage Form and any other This Coverage Form is void in any case of Coverage Form or policy covers on the fraud by you at any time as it relates to this same basis, either excess or primary, we Coverage Form. It is also void if you or any will pay only our share. Our share is the other "insured", at any time, intentionally con- proportion that the Limit of Insurance of our Coverage Form bears to the total of ceals or misrepresents a material fact con- the limits of all the Coverage Forms and cerning: policies covering on the same basis. a. This Coverage Form; 6. Premium Audit b. The covered "auto"; a. The estimated premium for this Coverage c. Your interest in the covered "auto"; or Form is based on the exposures you told d. A claim under this Coverage Form. us you would have when this policy be- 3. Liberalization gan. We will compute the final premium due when we determine your actual ex- If we revise this Coverage Form to provide posures. The estimated total premium will more coverage without additional premium be credited against the final premium due charge, your policy will automatically provide and the first Named Insured will be billed the additional coverage as of the day the re- for the balance, if any. The due date for vision is effective in your state. the final premium or retrospective pre- 4. No Benefit To Bailee — Physical Damage mium is the date shown as the due date Coverages on the bill. If the estimated total premium exceeds the final premium due, the first We will not recognize any assignment or Named Insured will get a refund. grant any coverage for the benefit of any per- CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 9 of 12 DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO COMMERCIAL GENERAL LIABILITY P630OW264360TIA23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS (1) Any "bodily injury", "property damage" or The following is added to SECTION II —WHO IS AN "personal injury" arising out of the providing, INSURED: or failure to provide, any professional Any person or organization that you agree in a architectural, engineering or surveying written contract or agreement to include as an services, including: additional insured on this Coverage Part is an (a) The preparing, approving, or failing to insured, but only: prepare or approve, maps, shop a. With respect to liability for "bodily injury" or drawings, opinions, reports, surveys, "property damage" that occurs, or for "personal field orders or change orders, or the injury" caused by an offense that is committed, preparing, approving, or failing to subsequent to the signing of that contract or prepare or approve, drawings and agreement and while that part of the contract or specifications; and agreement is in effect; and b. If, and onlyto the extent that, such injury or (b) Supervisory, inspection, architectural or 1 y engineering activities. damage is caused by acts or omissions of you or your subcontractor in the performance of "your (2) Any "bodily injury" or "property damage" work" to which the written contract or agreement caused by "your work" and included in the applies. Such person or organization does not "products-completed operations hazard" qualify as an additional insured with respect to unless the written contract or agreement the independent acts or omissions of such specifically requires you to provide such person or organization. coverage for that additional insured during The insurance provided to such additional insured is the policy period. subject to the following provisions: c. The additional insured must comply with the a. If the Limits of Insurance of this Coverage Part following duties: shown in the Declarations exceed the minimum limits required by the written contract or (1) Give us written notice as soon as practicable agreement, the insurance provided to the of an "occurrence" or an offense which may additional insured will be limited to such result in a claim. To the extent possible, such minimum required limits. For the purposes of notice should include: determining whether this limitation applies, the (a) How, when and where the "occurrence" minimum limits required by the written contract or or offense took place; agreement will be considered to include the minimum limits of any Umbrella or Excess (b) The names and addresses of any injured liability coverage required for the additional persons and witnesses; and insured by that written contract or agreement. (c) The nature and location of any injury or This provision will not increase the limits of damage arising out of the "occurrence" insurance described in Section III — Limits Of or offense. Insurance. b. The insurance provided to such additional (2) If a claim is made or "suit' is brought against insured does not apply to: the additional insured: CG D2 46 04 19 ©2018 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259B0 COMMERCIAL GENERAL LIABILITY P6300W264360TIA23 (a) Immediately record the specifics of the (4) Tender the defense and indemnity of any claim or"suit" and the date received; and claim or "suit' to any provider of other (b) Notify us as soon as practicable and see insurance which would cover such additional to it that we receive written notice of the insured for a loss we cover. However, this claim or"suit" as soon as practicable. condition does not affect whether the (3) Immediately send us copies of all legal insurance provided to such additional insured is primary to other insurance papers received in connection with the claim available to such additional insured which or "suit', cooperate with us in the covers that person or organization as a investigation or settlement of the claim or named insured as described in Paragraph 4., defense against the "suit', and otherwise Other Insurance, of Section IV —Commercial comply with all policy conditions. General Liability Conditions. Page 2 of 2 ©2018 The Travelers Indemnity Company.All rights reserved. CG D2 46 04 19 DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO COMMERCIAL GENERAL LIABILITY P630OW264360TIA23 c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The "bodily injury" or"property damage"for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must subsequent to the signing of that contract or do nothing after loss to impair them. At our request, agreement by you. the insured will bring "suit" or transfer those rights 5. Premium Audit to us and help us enforce them. 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part,we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date for audit and retrospective premiums is the date SECTION V—DEFINITIONS shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy,you agree: for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. DocuSign Envelope ID:6FD8A457-COE6-4034-81 EE-1 D1 E607259BO COMMERCIAL GENERAL LIABILITY P630OW264360TIA23 5. The following is added to the DEFINITIONS subject to Paragraph 2.a.(1) of Section II — Section: Who Is An Insured. "Incidental medical services"means: K. BLANKET WAIVER OF SUBROGATION a. Medical, surgical, dental, laboratory, x- The following is added to Paragraph 8., Transfer ray or nursing service or treatment, Of Rights Of Recovery Against Others To Us, advice or instruction, or the related of SECTION IV — COMMERCIAL GENERAL furnishing of food or beverages; or LIABILITY CONDITIONS: b. The furnishing or dispensing of drugs or If the insured has agreed in a contract or medical, dental, or surgical supplies or appliances. agreement to waive that insured's right of 6. The following is added to Paragraph 4.b., recovery against any person or organization, we Excess Insurance, of SECTION IV — waive our right of recovery against such person COMMERCIAL GENERAL LIABILITY or organization, but only for payments we make CONDITIONS: because of: This insurance is excess over any valid and a. "Bodily injury" or "property damage" that collectible other insurance, whether primary, occurs; or excess, contingent or on any other basis, b. "Personal and advertising injury" caused by that is available to any of your "employees" an offense that is committed; for"bodily injury" that arises out of providing or failing to provide "incidental medical subsequent to the execution of the contract or services" to any person to the extent not agreement. CG D4 67 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc.with its permission.