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HomeMy WebLinkAboutC2023-092 - 5/9/2023 - Approved DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 SERVICE AGREEMENT NO. 4843 ?� CITY OF CORPUS CHRISTI PH MASTER SERVICES AGREEMENT FOR ENVIRONMENTAL TESTING v �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 Intertek-PSI, 810 South Padre Island Drive, Corpus Christi, Texas 78416 ("Lab"). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I — PROJECT TASK ORDER................................................................................................2 ARTICLE II — 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:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 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 II —COMPENSATION 2.1 The Compensation for all services performed under this Agreement shall not exceed $250,000.00. 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:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 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:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 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:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 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/leqal/ch46.htm1. 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:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 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:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 CITY OF CORPUS CHRISTI INTERTEK-PSI DacuSigned by: DacuSigned by: 5/30/2023t� � 5 5/24/2023 Jeff Aidmonds, P.E. (Date) Michael Phares, CWI (Date) Director of Engineering Services Regional Director 810 South Padre Island Drive Corpus Christi, Texas 78416 (281) 471-2900 Office mike.phares@intertek.com APPROVED AS TO LEGAL FORM DocuSigned by: W CCt� 5/24/2023 M2023-067 AUTHORIZED BY ASSlslan i y Attorney (Date) 5/9/2023 for City Attorney COUNCIL DS ATTEST DocuSigned by: 6/1/2023 Rebecca Huerta, City Secretary Page 7 Rev Nov 2022 DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 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; DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 (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; (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 DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 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 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:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 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 anyway 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. DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 ARTICLE 9. TERMINATION OF AGREEMENT 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 htt�e//wwwecctexasecom/governmenUcity- 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. DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 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. 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:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 EXHIBIT B Professional Service Industries, Inc. January 1, 2023 Unit Fee Schedule Environmental Services City of Corpus Christi Professional Staff Unit Fee Chief Scientist/Engineer $175.00/hr Certified Industrial Hygienist $165.00/hr Principal Consultant $140.00/hr Senior Engineer/Scientist $120.00/hr Project Manager $110.00/hr Project Engineer/Scientist $95.00/ hr Staff Engineer/Scientist $90.00/ hr Licensed Asbestos/Lead Inspectors $85.00/ hr Environmental Technician $80.00/ hr CADD Draftsman $65.00/ hr Clerical $55.00/ hr Laboratory Testing (standard turnaround) Asbestos bulk samples (PLM) $30.00 each TEM Testing $135.00 each Asbestos Point Count $60.00 each Total Lead in Paint Chips(AA) $30.00 each Total Lead in Air samples $30.00 each IAQ Testing Quote Soil/Groundwater Testing Quote Remarks: 1. Unit prices/rates are in effect for 12 months from the date of this proposal and are subject to change without notice thereafter. 2. Overtime rates are applicable for services performed in excess of 8 hours per day Monday through Friday, before 8:00 AM or after 5:00 PM, and for all hours worked on Saturdays, Sundays and holidays. The overtime rate is 1.5 times the applicable hourly rate. 3. All rates are billed on a portal to portal basis. 4. Transportation and per diem are charged at the applicable rates. 5. Rates involving mileage (including transportation, mobilization, vehicle and trip charges)are subject to change based upon increases in the national average gasoline price.A fuel surcharge shall be applied to invoices to offset the increase in fuel prices for a gallon of regular gasoline. Increases shall be made no more often than monthly. 6. A minimum charge of 4 hours applies to field testing and observation services. 7. Scheduling or cancellation of field testing and observation services is required no less than the working day prior to the date the services are to be performed.Services cancelled without advance and/or inadequate notice will be assessed a minimum 4 hour charge. 8. For all PSI services, a project management/engineering review charge will be billed for all reports issued for the scheduling/supervision of personnel and the evaluation/review of data and reports. 9. The minimum billing increment for time is a half hour. 10. A project set-up charge of a minimum of two hours applies to all projects. 11. Drilling and field service rates are based on OSHA Level D personnel protection. 12. For sites where drilling is to occur that are not readily accessible to a truck-mounted drill rig, rates for rig mobility, site clearing,crew stand-by time,etc.will be charged as applicable. 13. Computer,fax,copies,etc.will be charged at a minimum rate of three percent of the total project fee. 14. Services and fees not listed on this schedule may be quoted on request. DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 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:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 City of CITY OF CORPUS CHRISTI Corpus 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. Everyquestion must be answered. If the question is not applicable, answerwith "NA". See next page for Filing Requirements, Certification and Definitions. COMPANY NAME: Professional Service Industries, Inc STREET ADDRESS: 810 South Padre Island Drive P.O. BOX: CITY: Corpus Christi STATE: TX ZIP: 78416 FIRM IS: 1. CorporationX❑ 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 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 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 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 N/A DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 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: Edward Pruske Title: Business Development Manager Signature of101 Date: Certifying Person: ! 05/11/2023 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:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 Page 1 of 2 A CERTIFICATE OF LIABILITY INSURANCE 705/23/2023 (MM/DD/YYYY) . 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 Willis Towers Watson Certificate Center NAME: Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd PHONE 1-877-945-7378 FAX 1-888-467-2378 A/C No Ext): A/C,No: E-MAIL P.O. Box 305191 ADDRESS: certificates@willis.com Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Zurich American Insurance Company 16535 INSURED INSURER B: American Zurich Insurance Company 40142 Professional Service Industries, Inc. 810 S Padre Island Drive INSURERC: Steadfast Insurance Company 26387 Corpus Christi, TX 78416 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: W29018727 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 POLICYNUMBER MM/DD MM/DD X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE � OCCUR DAMAGE TO RENTED 100,000 PREMISES Ea occurrence $ A MED EXP(Any one person) $ 20,000 GLO 5415693-09 10/01/2022 10/01/2023 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY D PRO JECT [:] LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ AxOWNED SCHEDULED BAP 7296414-02 10/01/2022 10/01/2023 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY Per accident UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER B ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? No N/A WC 7296412-02 (AOS) 10/01/2022 10/01/2023 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Workers Compensation & WC 7296413-02 (MA/WI) 10/01/2022 10/01/2023 EL Each Accident $1,000,000 Employers Liability EL Disease - EA Empl. $1,000,000 Per Statute EL Disease - Pol Lmt. $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) This Voids and Replaces Previously Issued Certificate Dated 05/19/2023 WITH ID: W29012887. See next page for additional information: SEE ATTACHED 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. AUTHORIZED REPRESENTATIVE City of Corpus Christi, Finance-Procurement 1201 Leopard Street Corpus Christi, TX 78401 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD SR ID: 24175412 BATCH: 2985440 DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 AGENCY CUSTOMER ID: LOC#: ACoR" ADDITIONAL REMARKS SCHEDULE Page 2 Of 2 AGENCY NAMED INSURED Willis Towers Watson Northeast, Inc. Professional Service Industries, Inc. 810 S Padre Island Drive POLICY NUMBER Corpus Christi, TX 78416 See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Named Insured Includes: Testing Holdings USA Inc. Professional Service Industries, Inc. dba Intertek-PSI aka PSI Professional Service Industries Holdings, Inc. Professional Service Industries Engineerings, PLLC Pittsburgh Testing Laboratory, Inc. PSI Acquisitions, Inc. Midwest Engineering Services, Inc. Wilson Inspection X-Ray Services, Inc. Clean Energy Associates LLC RE: MSA 4843 Environmental Testing FY 2023 City of Corpus Christi is included as Additional Insured (except as respects all coverage afforded by the Workers Compensation and Professional Liability policies) where required by written contract. The General Liability coverage applies as primary and noncontributory where required by written contract. The Additional Insured(s) are granted a Waiver of Subrogation where required by written contract, but only for liability arising out of the operations of the Named Insured as permitted by law. INSURER AFFORDING COVERAGE: Steadfast Insurance Company NAIC#: 26387 POLICY NUMBER: E0000206920-07 EFF DATE: 09/30/2022 EXP DATE: 09/30/2023 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Professional Liability Each Claim/Aggregate $2,000,000 SIR $1,000,000 ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 24175412 BATCH: 2985440 CERT: W29018727 DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 r; Additional Insured — Automatic — Owners, Lessees Or ZURICH Contractors THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GLO 5415693-09 Effective Date: 10/01/2022 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II—Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (10/01 edition); or b. The ISO CG 20 37 (10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that"bodily injury", "property damage"or"personal and advertising injury" arises out of: (1) Your ongoing operations, with respect to Paragraph 1.a. above; or (2) "Your work", with respect to Paragraph 1.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies if the"bodily injury", "property damage"or"personal and advertising injury"offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (07/04 edition); or b. The ISO CG 20 37 (07/04 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that"bodily injury", "property damage"or"personal and advertising injury" is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, U-GL-2162-A CW(02/19) Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 in the performance of: (a) Your ongoing operations, with respect to Paragraph 2.a. above; or (b) "Your work" and included in the "products-completed operations hazard", with respect to Paragraph 2.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured: (i) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 3. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 10 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to ongoing operations (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury", "property damage" or"personal and advertising injury" is caused, in whole or in part by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations,which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and (c) Only applies if the"bodily injury", "property damage"or"personal and advertising injury"offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the "products-completed operations hazard" (if no form is specified), such person or organization is then an additional insured only to the extent that"bodily injury"or"property damage" is caused, in whole or in part by"your work" and included in the "products-completed operations hazard", which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or "property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (4) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. U-GL-2162-A CW(02/19) Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the"occurrence"which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV—Commercial General Liability Conditions: The additional insured must see to it that: (1) We are notified as soon as practicable of an 'occurrence"or offense that may result in a claim; (2) We receive written notice of a claim or"suit' as soon as practicable; and (3) A request for defense and indemnity of the claim or"suit'will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. Solely with respect to the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance,whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same 'occurrence", offense, claim or "suit'. This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added to Section III— Limits Of Insurance: Additional Insured—Automatic—Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: U-GL-2162-A CW(02/19) Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 1. Required by the written contract or written agreement referenced in Section A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms, conditions, provisions and exclusions of this policy remain the same. U-GL-2162-A CW(02/19) Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 Other Insurance Amendment — Primary And Non- Contributory ZURICH Policy No. Bff.Date of Pol. B.p.Date of Pol. Bff.Date of End. Producer No. AWL Prem Return Prem. GLO 5415693-09 10/01/2022 10/01/2023 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: TESTING HOLDINGS USA, INC. Address (including ZIP Code): This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is primary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit'. This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. U-GL-1327-B CW(04/13) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 Waiver Of Subrogation (Blanket) Endorsement Policy No. Lff.Date of Pol. Exp.Date of Pol. Lff.Date of End. Producer Add'1 Prem. Return Prem. GLO 5415693-09 10/01/2022 10/01/2023 $ INCL $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement,which is executed before a loss,to waive your rights of recovery from others,we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U-GL-925-B CW(12/01) Page 1 of 1 DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 Blanket Notification to Others of Cancellation ZURICH or Non-Renewal THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GLO 5415693-09 Effective Date: 10/01/2022 This endorsement applies to insurance provided under the: Commercial General Liability Coverage Part A. If we cancel or non-renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non-renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. Such list: 1. Must be provided to us prior to cancellation or non-renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non-renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within 10 days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non-renewal, but not including conditional notice of renewal, unless a greater number of days is shown in the Schedule of this endorsement for the mailing or delivering of such notification with respect to Paragraph B.1. or Paragraph 113.2. above. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non-renewal date; 2. Negate the cancellation or non-renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. U-GL-1521-B CW(01/19) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. SCHEDULE The total number of days for mailing or delivering with respect to Paragraph B.1. of 10* this endorsement is amended to indicate the following number of days: The total number of days for mailing or delivering with respect to Paragraph B.2. of 30** this endorsement is amended to indicate the following number of days: * If a number is not shown here, 10 days continues to apply. ** If a number is not shown here, 30 days continues to apply. All other terms and conditions of this policy remain unchanged. U-GL-1521-B CW(01/19) Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 POLICY NUMBER: BAP 7296414-02 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s)who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: TESTING HOLDINGS USA INC Endorsement Effective Date: 10-1-2022 SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 2 DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 2 of 2 DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 POLICY NUMBER: BAP 7296414-02 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: TESTING HOLDINGS USA INC Endorsement Effective Date: 10/1/2022 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION WHERE REQUIRED BY WRITTEN CONTRACT PROVIDED THAT SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident' or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 Blanket Notification to Others of Cancellation ZURICH or Non-Renewal Policy No. Bff.Date of Pol. B.p.Date of Pol. Bff.Date of End. Producer No. AWL Prem Return Prem. BAP 7296414-02 10/01/2022 10/01/2023 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial Automobile Coverage Part A. If we cancel or non-renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non-renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: 1. Must be provided to us prior to cancellation or non-renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non-renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non-renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non-renewal date; 2. Negate the cancellation or non-renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. U-CA-832-A CW(01/13) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule All persons and/or organizations that are required by written contract or agreement with the Insured, executed prior to the Accident or Loss, that Waiver of Subrogation be provided under this policy for work performed by you for that person and/or organization This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement 10-1-22 Effective Policy No. WC 7296412-02 Endorsement No. Insured Testing Holdings USA Inc Premium $ Insurance Company American Zurich Insurance Company WC124(4-84) Page 1 of 1 WC 00 03 13 Copyright 1983 National Council on Compensation Insurance,Inc. DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 43 BLANKET NOTIFICATION TO OTHERS OF CANCELLATION OR NONRENEWAL ENDORSEMENT This endorsement adds the following to Part Six of the policy. PART SIX CONDITIONS Blanket Notification to Others of Cancellation or Nonrenewal 1. If we cancel or non-renew this policy by written notice to you, we will mail or deliver notification that such policy has been cancelled or non-renewed to each person or organization shown in a list provided to us by you if you are required by written contract or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to you. Such list: a. Must be provided to us prior to cancellation or non-renewal; b. Must contain the names and addresses of only the persons or organizations requiring notification that such policy has been cancelled or non-renewed; and c. Must be in an electronic format that is acceptable to us. 2. Our notification as described in Paragraph 1. above will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to you. We will mail or deliver such notification to each person or organization shown in the list: a. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or b. At least 30 days prior to the effective date of: (1) Cancellation, if cancelled for any reason other than nonpayment of premium; or (2) Non-renewal, but not including conditional notice of renewal. 3. Our mailing or delivery of notification described in Paragraphs 1. and 2. above is intended as a courtesy only. Our failure to provide such mailing or delivery will not: a. Extend the policy cancellation or non-renewal date; b. Negate the cancellation or non-renewal; or c. Provide any additional insurance that would not have been provided in the absence of this endorsement. 4. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs 1. and 2. above. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10-01-2022 Policy No. WC 7296412 02 Endorsement No. Insured Testing Holdings USA Inc Premium$ Insurance Company American Zurich Insurance Company WC 99 06 43 Page 1 of 1 (Ed.01-13) Includes copyright material of the National Council on Compensation Insurance, Inc. used with its permission. ©2012 Copyright National Council on Compensation Insurance, Inc.All Rights Reserved. DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule All persons and/or organizations that are required by written contract or agreement with the Insured, executed prior to the Accident or Loss, that Waiver of Subrogation be provided under this policy for work performed by you for that person and/or organization This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement 10-01-2022 Effective Policy No. WC 7296413-02 Endorsement No. Insured Testing Holdings USA Inc Premium $ Insurance Company Zurich American Insurance Company WC124(4-84) Page 1 of 1 Copyright 1983 National Council on Compensation Insurance,Inc. DocuSign Envelope ID:80EDOAC5-EDE8-47AC-8612-60FD28933BF3 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 43 BLANKET NOTIFICATION TO OTHERS OF CANCELLATION OR NONRENEWAL ENDORSEMENT This endorsement adds the following to Part Six of the policy. PART SIX CONDITIONS Blanket Notification to Others of Cancellation or Nonrenewal 1. If we cancel or non-renew this policy by written notice to you, we will mail or deliver notification that such policy has been cancelled or non-renewed to each person or organization shown in a list provided to us by you if you are required by written contract or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to you. Such list: a. Must be provided to us prior to cancellation or non-renewal; b. Must contain the names and addresses of only the persons or organizations requiring notification that such policy has been cancelled or non-renewed; and c. Must be in an electronic format that is acceptable to us. 2. Our notification as described in Paragraph 1. above will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to you. We will mail or deliver such notification to each person or organization shown in the list: a. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or b. At least 30 days prior to the effective date of: (1) Cancellation, if cancelled for any reason other than nonpayment of premium; or (2) Non-renewal, but not including conditional notice of renewal. 3. Our mailing or delivery of notification described in Paragraphs 1. and 2. above is intended as a courtesy only. Our failure to provide such mailing or delivery will not: a. Extend the policy cancellation or non-renewal date; b. Negate the cancellation or non-renewal; or c. Provide any additional insurance that would not have been provided in the absence of this endorsement. 4. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs 1. and 2. above. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10-01-2022 Policy No. WC 7296413 02 Endorsement No. Insured Testing Holdings USA Inc Premium $ Insurance Company Zurich American Insurance Company WC 99 06 43 Page 1 of 1 (Ed.01-13) Includes copyright material of the National Council on Compensation Insurance, Inc.used with its permission. ©2012 Copyright National Council on Compensation Insurance, Inc.All Rights Reserved.