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Home My WebLink AboutC2023-211 - 6/27/2023 - Approved DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 s c- 0 Q� SERVICE AGREEMENT NO. 5014 MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES ��oNPUFP'�E� 1852 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 Bath Group LLC, 5656 South Staples street Suite 110, Corpus Christi, Texas 78411 (Consultant). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I PROJECT TASK ORDER.....................................................................................2 ARTICLE II COMPENSATION.................................................................................................3 ARTICLE III QUALITY CONTROL PLAN..................................................................................4 ARTICLE IV INSURANCE REQUIREMENTS...........................................................................4 ARTICLE V INDEMNIFICATION..............................................................................................4 ARTICLE VI TERM; RENEWALS; TIMES FOR RENDERING SERVICE.................................5 ARTICLE VII TERMINATION OF AGREEMENT .......................................................................5 ARTICLE VIII RIGHT OF REVIEW AND AUDIT .........................................................................6 ARTICLE IX OWNER REMEDIES ............................................................................................6 ARTICLE X CONSULTANT REMEDIES..................................................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ...............................................................7 ARTICLE XII MISCELLANEOUS PROVISIONS ........................................................................9 EXHIBITS Page 1 Rev.22-11 DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant 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 Consultant. The general scope for these Task Orders is outlined in Exhibit A. More specific scopes of work will be issued for pricing when a task order is needed. Task Orders shall become a supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. The Scope of Services shall include all associated services required for Consultant 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 XII of this Agreement. Consultant will perform the Services in accordance with the approved Scope of Services and with Consultant'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 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. 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 Consultant shall follow City Codes and Standards effective at the time of the execution of individual Task Orders. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant 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 Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant 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. 1.8 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as Exhibit D to this Agreement. 1.9 For projects that require subsurface utility investigation: 1.9.1 The Consultant agrees to prepare and submit to the City a signed and sealed report identifying all utilities within the project area at the Quality Level specified in the Task Order. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. Page 2 Rev.22-11 DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 1.9.2 Utilities that should be identified include, but are not limited to, City-owned utilities, local franchises, electric companies, communication companies, private pipeline companies and 31 party owners/operators. 1.10 For project with potential utility conflicts: 1.10.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.10.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. ARTICLE II — COMPENSATION 2.1 The Compensation for all services included in this Agreement by Task Orders shall not exceed $300,000.00. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not-to-exceed amount. The fees will not exceed those identified 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 Consultant shall price Task Orders in accordance with Exhibit B, Rate Schedule, subject to approval by the City. 2.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit C. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices in compliance with the Texas Prompt Payment Act. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.5 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, Consultant 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 Consultant 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. 2.6 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant 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 Consultant may be directed to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 2.5 above for services provided up to the date of suspension. Page 3 Rev.22-11 DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 ARTICLE III — QUALITY CONTROL PLAN 3.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 3.2 The Consultant will perform QCP Reviews at intervals during the project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the project scope. Based on the findings of the QCP Review, the Consultant must reconcile the project scope and Opinion of Probable Cost (OPC) as needed. 3.3 Documents that do not meet City standards in effect at the time of the execution of a related Task Order may be rejected. If documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE IV— INSURANCE REQUIREMENTS 4.1 Consultant must not commence work under this Agreement until all required insurance has been obtained, and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V- INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, 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 Consultant or its agent, Consultant under contract or another entity over which Consultant 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. Consultant 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 Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. Page 4 Rev.22-11 DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Orders issued hereunder from the Effective Date of the Agreement until Task Orders are complete. 6.3 The term of this Agreement shall be for a period of 1 years beginning on the Effective Date, unless extended by authority of the City Manager or designee. The Agreement may be renewed for up to 1 renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 7.3 Termination Procedure 7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Consultant shall mark partially completed work as "Draft" and does not guarantee the accuracy or reliability of partially completed work submitted in accordance with this Article. Page 5 Rev.22-11 DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 8.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work 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. Consultant agrees to retain its records for a minimum of four 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. 8.2 "Consultant'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. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City's regular business hours. Upon reasonable prior notice, Consultant agrees to allow City's designee access to all of Consultant's records, Consultant's facilities and Consultant's current or former employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX— OWNER REMEDIES 9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 9.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 9.1.3 Losses are incurred because of defects, errors and omissions in the design, working drawings, Page 6 Rev.22-11 DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been defects, errors and omissions in the documents. 9.3 When the City incurs non-value added work costs for change orders due to design errors or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 9.4 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X— CONSULTANT REMEDIES 10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within 21 calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 11.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within 30 calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have 30 calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Alternative Dispute Resolution. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement and City shall continue to make payments in Page 7 Rev.22-11 DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 accordance with this Agreement. 11.2 Alternative Dispute Resolution 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within 30 calendar days after a Party delivers a written notice of such dispute,then the Parties shall proceed with the mediation process contained herein. 11.2.3 Mediation 11.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than 30 or more than 90 calendar days following the date of the request, except upon agreement of both parties. 11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within 30 calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 11.3 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 Consultant and to claims by City: 11.3.1 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; 11.3.2 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. 11.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys'fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute in this Agreement. 11.5 In case of litigation between the parties, Consultant and City agree that they have knowingly waived and do hereby waive the right to trial by jury and have instead agreed, in the event of any litigation arising out of or connected to this Agreement, to proceed with a trial before the court, unless both parties Page 8 Rev.22-11 DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 subsequently agree otherwise in writing. 11.6 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. ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 Ownership of Documents. Consultant 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 and submittal data. Consultant may make a copy for its files. Any reuse, without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a professional engineer prior to re-use of modified plans. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 Licensing. Consultant 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. 12.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.6 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Consultant 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 Consultant. 12.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. Page 9 Rev.22-11 DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 12.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.9 Certificate of Interested Parties. Consultant 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 httos://www.ethics.state.tx.us/legal/ch46.htm1. 12.10 Conflict of Interest. Consultant 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 htti3://www.cctexas.com/government/city-secretary/conflict-disclosure/index 12.11 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. 12.12 Public Information. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Consultant agrees that the contract can be terminated if the Consultant knowingly or intentionally fails to comply with a requirement of that subchapter. 12.13 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. 12.14 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. 12.15 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in any documents prepared by Consultant and included herein is in conflict with Articles I - XII of this Agreement(Articles) and/or an approved Task Order, the Articles and/or the Task Order shall take precedence and control to resolve said conflict. 12.16 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. Page 10 Rev. 22-11 DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 CITY OF CORPUS CHRISTI ENGINEERING, INC. DocuSigned by: DocuSigned by: 9/28/2023EF/ ,/ %'' 9/28/2023 4t 5dffi6K&1 P.E. (Date) IlambIllA ." ark, P.E. (Date) Director of Engineering Services Principal 5656 South Staples street Suite 110 Corpus Christi, Texas 78411 (361) 992-2284 Office bstark@bathgroup.com APPROVED AS TO LEGAL FORM DocuSigned by: 9/28/2023 M2023-098 AUTHORIZED ASS1S an I y Attorney (Date) 6/27/2023 for City Attorney BY COUNCIL DS ATTEST uK1 C DocuSigned by: 9/28/2023 Rebecca Huerta, City Secretary Page 11 Rev. 22-11 DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 s c- 0 Q� EXHIBIT A H SCOPE OF SERVICES ��oNPUFP'�E� 1852 The General MEP consists of on call professional services for projects which are primarily mechanical, electrical, and plumbing in nature. Professional services include investigation, planning, design, bidding, construction administration, and consulting for city buildings, parks, and facilities. Master Services Agreement DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 R1� TEXAS FIRM REGISTRATION NO.F-829 RATE SHEETS ARE CONFIDENTIAL PURSUANT THE SECTION 552.104 OF THE TEXAS GOVERNMENT CODE.SECTION 552.110 OF THE CODE PROTECTS THE RELEASE OF THIS COMMERCIALAND FINANCIAL INFORMATION RATE SCHEDULE FOR CITY OF CORPUS CHRISTI CONTRACT 5014- MEP ON-CALL ENGINEERING SERVICES Administrative Assistant 1 $61 $63 $65 Administrative Assistant 11 $71 $73 $75 Designer 1 $96 $99 $102 Designer 11 $106 $109 $112 Designer 111 $117 $121 $124 Designer IV $122 $126 $129 Designer V $140 $144 $149 Engineer Intern $78 $80 $83 Engineer 1 $99 $102 $105 Engineer 11 $109 $112 $116 Engineer 111 $114 $117 $121 Engineer IV $120 $124 $127 Engineer V $125 $129 $133 Engineer VI $134 $138 $142 Engineer VII $149 $153 $158 Engineer VIII $156 $161 $166 Engineer IX $169 $174 $179 HV Substation Engineer $191 $197 $203 HV Substation Specialist $191 $197 $203 Principal $204 $210 $216 Project Manager 1 $159 $164 $169 Project Manager 11 $172 $177 $182 Project Manager,Assistant $95 $98 $101 PSM Engineer $169 $174 $179 PSM Sr. Engineer $188 $194 $199 PSM Sr.Engineer PE $196 $202 $208 Sr.Controls Specialist 1 $145 $149 $154 Sr.Controls Specialist 11 $173 $178 $184 Sr. Designer $148 $152 $157 Sr. Engineer PE $195 $201 $207 Sr.Inspector $141 $145 $150 Technician 1 $56 $58 $59 Technician 11 $61 $63 $65 Technician 111 $66 $68 $70 Technician IV $72 $74 $76 ITechnician V $84 $87 $89 ITechnician VI $95 $98 $101 Authorized expenses(lodging,air travel,reproductions,computer charges,etc.)and Subcontractors shall be charged at cost plus 10%. Local travel within 50 miles is included in billing rate above. TERMS AND CONDITIONS Charges for services shall be referenced to a project number or purchase order as provided by the Client. Invoices shall be payable to Bath Group, LLC in Nueces County,Texas,at 5656 South Staples,Suite 110,Corpus Christi,Texas,78411. Payment for all charges shall be Net 30 cash. (Bath Group, LLC,dba Bath Engineering,Bath Commissioning,and Bath Process Safety) Current:July 01,2023 through two one(l)year renewal options. BATH GROUP,LLC TEXAS FIRM REGISTRATION NO.F-829 5656 S.Staples St.,Suite 110 - Corpus Christi,Texas 78411 - Phone 3611992-2284 - Fax 361/992-2287 m o 0 0 0 0 0 0 o _ 0 0 O O O O O U r d 0 0 O O H 0 0- E E Q LL � c� d ° UO = U _ = w a O O z N i 64 Z L In W W o a� V � m o o Cl o CD CD CD o J a� � � 6q6q f 60 CO Oy �' o � o Wrx a > O J W U o Q = o o � ta o o z >• �_ Z � .LO o O O O O WJ p X > 601 60- m ° WzXN ' LX — (n ° c O � o00 aCzz f oo � � opo LU m . o 0 0 o W W •O'2 0 cj ° > G 6F3 Ef} EA 69 m j FL a c H U O Q v ZLLCD a� C) Cl taWuj U z0 z Siz ° OW 2 Q CO � � CD CD CD Co CD CD CD CL VLU Loo o o W V y C4 sesta � � v ° acr ° z U W cn N U cn (n > LLN m V N U) cn LL LOL V (0 U1 N In N N fA L O i V U .V d LL cn 4- N N N co N "U ° •U (� d U) 76 — U) O p V 0 (D O U +• a� In 0 U) Q Z (n Cl) 00 Q H w CO L) U O DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 78/1/2023 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 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: Sara Montoya Bowen, Miclette& Britt Insurance Agency, LLC PHONE FAX 2800 North Loop West, Suite 1100 vc No Ext): 713-880-7100 A/c No):713-880-7166 E-MHouston TX 77092 ADDRESS: smontoya@bmbinc.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: National Fire Ins Co of Hartford 20478 INSURED SABERPOWER INSURER B:Valley Forge Insurance Co. 20508 Bath Group LLC INSURER C:Continental Ins Co 35289 dba Bath Group, Bath Engineering, Bath Commissioning and Bath Process Safety INSURER D:Texas Mutual Insurance Company 22945 5656 S. Staples St., Suite 110 INSURER E: Homesite Insurance Company of Florida 11156 Corpus Christi TX 78411 INSURER F COVERAGES CERTIFICATE NUMBER:211469259 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 MM/DD/YYYY MM/DDIYYYY A X COMMERCIAL GENERAL LIABILITY Y Y 7015232047 7/30/2023 7/30/2024 EACH OCCURRENCE $1,000,000 � OCCUR DAMAGE TO RENTED CLAIMS-MADE PREMISES Ea occurrence) ccurrence $100'000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY� ECT � LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y Y 7034134293 7/30/2023 7/30/2024 COMBINED SINGLE LIMIT $1,000,000 Ea accident 1 000 000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident C X UMBRELLA LIAB X OCCUR Y Y 70341344326 7/30/2023 7/30/2024 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$10 000 $ D WORKERS COMPENSATION Y 0001310162 7/30/2023 7/30/2024 X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY OFFICER/MEMBER/EXRCLUDED?ECUTIVE N N/A E.L.EACH ACCIDENT $1,000,000 (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 E 2nd Layer Excess Liability CXP13965239402 7/30/2023 7/30/2024 Each Occurrence 5,000,000 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Professional/Pollution Liability PCADB-502274-0723 Berkley Assurance Company 07/30/2023-07/30/2024 Contractors Professional Limit:$2,000,000 each claim/$2,000,000 aggregate(claims made) Contractors Pollution Limit:$2,000,000 each claim/$2,000,000 aggregate(occurrence) Deductible$25,000 See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Corpus Christi ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Risk Management P.O. Box 9277 AUTHORIZED REPRESENTATIVE Corpus Christi TX 78469-9277 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 AGENCY CUSTOMER ID: SABERPOWER LOC#: ACOOR 0 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Bowen,Miclette&Britt Insurance Agency, LLC Bath Group LLC dba Bath Group,Bath Engineering, Bath Commissioning and Bath POLICY NUMBER Process Safety 5656 S.Staples St.,Suite 110 Corpus Christi TX 78411 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE The following policy provisions and/or endorsements form part of the policies of insurance represented by this certificate of insurance. The terms contained in the policies and/or endorsements supersede the representations made herein. Electronic copies of the policy provisions and/or endorsements listed below are available by emailing the Contact Person as shown above. General Liability: Blanket additional insured Ongoing Operations perform#CNA75079XX(10-16) Blanket additional insured Completed Operations perform#CNA75079XX(10-16) Blanket waiver of subrogation perform#CNA74705XX(1-15) Blanket primary/non-contributory perform#CNA75079XX(10-16) Automobile: Blanket additional insured per form#CNA63359XX 04 2012 Blanket waiver of subrogation per form#CNA63359XX 04 2012 Blanket primary/non-contributory perform#CNA63359XX 04 2012 Worker's Compensation: Blanket waiver of subrogation per form#WC 42 03 04 Blanket Alternate Employer per form#WC 00 03 01 Umbrella: Blanket additional insured per form#CNA75504XX 03 2015 Blanket waiver of subrogation per form#CNA75504XX 03 2015 Blanket primary/non-contributory perform#CNA75504XX 03 2015 2nd Layer Excess: Blanket additional insured per form#CXS0001 11 20 Blanket waiver of subrogation per form#CXS2050 08/21 Blanket primary/non-contributory perform#CXS2050 08/21 RE:Contract No.5014-Master Services Agreement for General MEP On-Call Servicess Certificate Holder Includes:City of Corpus Christi and its officers,officials,employees,and elected representatives. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury,property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract;or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard, and only if:. 1. the written contract requires you to provide the additional insured such coverage;and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with "arising out of" language;or C. additional insured coverage to the greatest extent permissible by law; then paragraph I.above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance,the Insurer will not provide a such additional insured with: A. coverage broader than required by the written contract;or 0 B. a higher limit of insurance than required by the written contract. N IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of,or the failure to render,any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders,change orders or drawings and specifications;and 2. supervisory, inspection, architectural or engineering activities;or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL,LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following,which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Policy No: 7015232047 Page 1 of 2 Endorsement No: Nat'l Fire Ins Co of Hartford. Effective Date:07/30/23 Insured Name: BASER POWER HOLDINGS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 000uoignEnvelope ID: o1zcaxpo-74cs-400p-94xe-Cnoenoos4eez CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured,this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided bythis policy 0obe: 1. primary and non-contributing with other insurance available tothe additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above,this insurance will be excess of all other insurance available to the additional insured. Vi Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS ivamended as follows: The Condition entitled Duties |nThe Event ofOccurrence, Offense, Claim urSuit ieamended with the addition of the following: Any additional insured pursuant tothis endorsement will umsoon aopracticable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, orsettlement cf the claim;and 3, make available any other insurance, and tender the defense and indemnity ofany claim 10any other insurer or oo|f'inmumr.vvhVaopV|iuyurpmg/amapp|ioatoa|oaothatthe |noumroovamundordhiaonvenugn9art. Hmwover. ifthe written contract requires this insurance tVbeprimary and non'oontributory.this paragraph 3.does not apply 10insurance onwhich the additional insured |aanamed insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice ofaclaim from the additional insured. VU. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means uwritten contract orwritten agreement that requires you b>make aperson ororganization an additional insured onthis coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy;and B. was executed prior to: 1. the bodily injury orproperty damage;or 2. the offense that caused the personal and advertising i ' ry; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions ofthe Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (110-16) Policy No:7015232047 Page 2 of 2 Endorsement No: Nat'l Fire Ins Co of Hartford Effective Date:07/30/23 Insured Name: SABER POWER HOLDINGS, LLC 000uoignEnvelope ID: o1zcaxpo-74cs-400p-94xe-Cnoenoos4eez CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement kieunderstood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this pn|icyamandm any provision also amended by this endnomment, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured-Primary And Non-Contributory To Additional Insured's Insurance 3. Bodily Injury—Expanded Definition 4. Broad Knowledge of Occurrence/Notice of Occurrence 5. Broad Named Insured 6. Broadened Liability Coverage For Damage To Your Product And Your Work 7. Contractual Liability- Railroads 8. Electronic Data Liability 9. Estates, Legal Representatives and Spouses 10. Expected Or Intended Injury—Exception for Reasonable Force 111� General Aggregate Limits of Insurance—Per Project 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures/Partnership/Limited Liability Companies 15. Legal Liability — Damage To Premises Alienated Premises Property In The Named Insured's Care, Custody or Control 16. Liquor Liability 17. Medical Payments 18. Non-owned Aircraft Coverage 19. Non-owned Watercraft 20. Personal And Advertising Injury—Discrimination or Humiliation 21. Personal And Advertising Injury-Contractual Liability 22. Property Damage- Elevators 23. Supplementary Payments 24. Unintentional Failure To Disclose Hazards 25. Waiver of Subrogation—Blanket 26� Wrap-Up Extension:OCIP CCIP, or Consolidated(Wrap-Up)Insurance Programs CNA747O5XX (1'15) Policy No:7015232047 Pagel of 17 Endorsement No: Nat'l Fire Ins Co of Hartford Effective Date:O7/3OCZ3 Insured Name: SABER POWER e0LozmGs, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 000uoignEnvelope ID: o1zcaxpo-74cs-400p-94xe-Cnoenoos4eez CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement m. the Named |nmured\sacts oromissions;cx b. the acts oromissions ofthose acting onthe Named|nsured'abehalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the prod uots'nomp|abedoperations hazard, 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TOADDITIONAL|NSURED'SINSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has ognyad in writing in ocuntraot or agreement that this insurance is primary and non- contributory relative to an additional inoumd'n own inauranoo, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional ineumd'a own insurance means insurance on which the additional insured is a named insured. Ddlorwiao, and notwithstanding anything tothe contrary elsewhere inthis Condition, the insurance provided to such person or organization is excess ofany other insurance available(osuch person ororganization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS,the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical irjury, sickness or disease sustained by a pemon, including deadh, hurni|imtion, shook, mental anguish or mental injury sustained by that person at any time which results as oounoequenoo of the physical injury, sickness nrdisease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE CjFOCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended tuadd the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the |nouro/a authorized representative notice of an #ccurmence, offense or claim only when the occurrence, offense or claim is known to a natural person Named |naunmd, to a pnrtner, executive officer, manager ormember o( a Named |nsured, oranemployee designated by any of the above 10give such notice. B. NOTICE OF OCCURRENCE The Named |neured's rights under this Coverage Pod will not be prejudiced if the Named Insured fails to give the Insurer notice ofan occurrence, offense or claim and that failure is solely due to the Named |nsuvmd'm moounub|e belief that the bodily injury or property damage is not covered under this Coverage Pad. Hmmovor' the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as noon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 6. BROAD NAMED INSURED WHO IS AN INSURED ioamended todelete its Paragraph 3, in its entirety and replace itwith the following: 3. Pursuant tothe limitations described in Paragraph 4. be|ow, any organization in which a Named Insured has management control: m. onthe effective date ofthis Coverage Part;or CNA74705XX (1-15) Policy No:7O15232O47 Page 4of17 Endorsement No: Nat'l Fire zon Co of Hartford Effective Date: 07130123 Insured Name: SABER POWER HOLDINGS, LLC C^woohtomxAll Rights Reserved. Includes copyrighted material mInsurance uewicm;oo/ue./nu,with its permission. 000uoignEnvelope ID: o1zcaxpo-74cs-400p-94xe-Cnoenoos4eez CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement B. Solely for the purpose of the coverage provided bythis PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions ieamended 0nadd the following paragraph: This insurance is oxc*oa over any of the other insurance, whether primary, oxooan^ contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES&AND Biaamended onfollows: A. Paragraph 1,b. is amended to do|cde the$250 limit shown for the cost of bail bonds and replace it with e $5^000. limit;and B. Paragraph 1,d. ioamended to do|oto the limit of $250 shown for daily |oao of earnings and mp|aoo it with a $11,00O limit. 24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named |nsurmd'mCoverage Part, the Insurer will not deny coverage under this Coverage Part because o<such failure. 25. WAIVER OFSUBROGATION-BLANKET Under CONDITIONS, the condition entitled Transfer Cv Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury ordamage arising out of: 1. the Named |neurad`aongoing operations; or 2. your work included inthe prod uctm-owmp|etedoperations hazard. Hmmovo/' this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement,and only if such contract or agreement: 1, iaineffect urbecomes effective during the term ofthis Coverage Part;and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 26. WRAP-UP EXTENSION: [}C|P, CC|P, ORCONSOLIDATED(WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply toany public construction project inthe state ofOklahoma, nor \oany construction project in the state of A|aako, that is not permitted N be insured under a consolidated (wrap-up) insurance program byapplicable state statute orregulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this po|ioy, nranother exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.O1Pj or Contractor Controlled Insurance Programs (C.C1Pliaattached,then the following changes apply: A. The following wording ioadded Vothe above-referenced endorsement: With respect to nnoneoiida1ed (wrap-up) insurance program project in which the Named Insured inorwas invo|ved, this exclusion does not apply tothose sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury,property damage,orpersonal mradvertising injury that occurs during the Named |neured's ongoing operations at the project, or during such operations of anyone acting on the Named |nmunad's behalf; nor CNA74705XX (1-15) Policy No:7015232047 Page 1Sof17 Endorsement No: Nat'l Fire zon Co of Hartford Effective Date: 07/30/23 Insured Name: SABER POWER HOLDINGS, LLC DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 CNA Business Auto Policy Iollic;y a 111Yi.1: 1 4"Ilr'1h�''ll"t" THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM 1. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section 11, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1.. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or (2) Any such organization that is an insured under any other liability "policy" providing auto coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an insured but only with respect to their legal liability for acts or omissions of a person, who qualifies as an insured under SECTION 11 — WHO IS AN INSURED and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. 4. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. "Policy", as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings Section 11, Paragraphs A.2. (2) and A.2. (4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. Form No: CNA63359XX (04-2012) Policy No:70341 34293 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 07/30/23 Endorsement No: 15; Page: 1 of 4 Policy Page: 64 of 974 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. 000uoignEnvelope ID: o1zcaxpo-74cs-400p-94xe-Cnoenoos4eez Business Auto PolicY CNA `Iolic;y ��mm�� C. Fellow Employee Section 11, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is exomee over any other collectible insurance. ||. PHYSICAL DAMAGE COVERAGE A. Glass Breakage — Hitting A Bird Or Animal — Falling Objects Or Missiles The following is added to Section |U' Paragraph A.3.: With respect to any covered auto' any deductible shown in the Declarations will not apply to 0|uma breakage if such glass is repaired, in a manner acceptable to us, rather than rnp|mnnd. Q. Transportation Expenses Section |U' Paragraph &.4.m. is revised, with respect tmtransportation expense incurred by you, to provide: a. $GU per day' in lieu of $20; subject to b. $1'800 maximum' in lieu of $GOO. C. Loss ofUse Expenses Section U|, Paragraph A.4.b. is revised' with respect to loss of use expenses incurred by you, to provide: o. $1,000 maximum, inlieu of $GOn. D. Hired "Autos" The following is added to Section N|. Paragraph A.: 5. Hired ^/\utoo^ If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage ioextended to: e. Any covered auto you |eamm' hire' rent orborrow without driver; and b. Any covered auto hired or rented byyour employee without a driver' under a contract in that individual employee's name, with your permission, while performing duties related to the conduct ofyour business. c. The most we will pay for any one accident orloss is the actual cash value, cost of repair' cost of replacement or $75'000' whichever ialess, minus a $5D0deductible for each covered auto. No deductible applies to loss caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided onyour owned autos. n. Such physical damage coverage for hired autos will: (1) Include |oee of use, provided itiathe consequence ofmnaccident for which the Named Insured is legally liable, and as result ofwhich o monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject toa limit of $750 per accident. E Airbag Coverage The following inadded toSection U|' Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. Form No: CNA63359XX (04-2012) Policy No:7034134293 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 07/30/23 Endorsement No: 15; Page: 2 of 4 Policy Page� 65 of 974 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All momu neao,"eo. muuuom copyrighted mou*,/*| of the 000uoignEnvelope ID: o1zcaxpo-74cs-400p-94xe-Cnoenoos4eez Business Auto Po1iGY CMA `Iollic;y ��mm�� F. Electronic Equipment Section III, Paragraphs B.4.cand 0.4.d. are deleted and replaced by the following: n. Physical Damage Coverage on a covered auto also applies to loss toany permanently installed electronic equipment including its antennas and other accessories d. A $1OOper occurrence deductible applies tnthe coverage provided by this provision. G. Diminution In Value The following imadded toSection III, Paragraph B.6.: Subject to the fo||owin0, the diminution in value exclusion does not apply to: a. Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for period of 30 days or less, while performing duties related tothe conduct ofyour business; and b. Any covered auto of the private passenger type hired or rented by your employee without a driver for o period of3Odays or |oae' under contract inthat individual employee's name, with your pormiosion, m/hi|o performing duties related to the conduct ofyour business. o. Such coverage as is provided by this provision is limited too diminution in value loss arising directly out of accidental damage and not as u result ofthe failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for loss to a covered auto in any one accident is the lesser of: (1) $5,000; or (2) 2096 ofthe auto's actual cash value (ACV). M. Drive Other Car Coverage — Executive Officers The following is added toSections U and Ill: 1. Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while inthe care, custody orcontrol of, any ofyour "executive officers", except: o. An auto owned by that "executive officer" or a member ofthat person's household; or b. An auto used by that "executive officer" while working in a business of selling, servicing, repairing orparking autos. Such Liability and/or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest ofthose coverages afforded any covered auto; and (2) Excess over any other collectible insurance. 2. For purposes of this provision, "executive officer" means u person holding any of the officer positions created byyour charter, constitution, by-laws orany other similar governing documont, and, while resident of the same houaeho|d, includes that person's spouse. Such "executive ufficore" are insureds while using a covered auto described in this provision. |V. BUSINESS AUTO CONDITIONS A. Duties In The Event OfAccident, Claim, Suit Or Loss The following is added to Section |V' pamaQnnphA.2.m.: Form No: CNA63359XX (04-2012) Policy No:7034134293 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 07/30/23 Endorsement No: 15; Page: 3 of 4 Policy Page� 66 of 974 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All momu neao,"eo. muuuom copyrighted mou*,/*| of the 000uoignEnvelope ID: o1zcaxpo-74cs-400p-94xe-Cnoenoos4eez Business Auto PolicY CNA `Iollic;y ��mm�� (4) Your employees may know ofunaccident mrloss. This will not mean that you have such knowledge, unless such accident or loss is known toyou urifyou are not an individual, to any nfyour executive officers or partners or your insurance manager. The following is added to Section |\/, PmragraphA.2.b.: (G) Your employees may know of documents received concerning o claim orsuit. This will out mean that you have such knowledge, un|aya receipt of such documents is known to you or if you are not an individual, 10any ofyour executive officers orpartners oryour insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us The fm|Uum/(ng is added to Section |V, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right ofrecovery m/e may have, because of payments we make for injury ordammAe. against any person ororganization for wham or which you are required bywritten contract mr agreement to obtain this waiver from mm. This injury ordamage must arise Out ofyour activities under a contract with that person or organization. You must agree tothat requirement prior 1oan accident orloss. C. Concealment, Misrepresentation or Fraud The following iuadded tnSection IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect tothe coverage afforded provided such failure oromission io not intentional. D. Otha, |nauronca The following imadded tuSection IV, Paragraph B.5.: Regardless of the p/nvlminno of Paragraphs 5.a. and S.d. mbove, the coverage provided by this policy shall b* ona primary non-contributory basis. This provision iaapplicable only when required by written contract. That written contract must have been entered into prior to Accident orLoss. E. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(m}. is revised to provide: u. 45 days of coverage in lieu of 30 days. D. DEFINITIONS Section V. paragraph C. is deleted and replaced bythe following: Bodily injury means bodily injury' sickness or disease sustained by person, including mental anguish, mental injury or death resulting from any ofthese. Form No: CNA63359XX (04-2012) Policy No:7034134293 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 07/30/23 Endorsement No: 15; Page:4 of 4 Policy Page� 67 of 974 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All momu neao,"eo. muuuom copyrighted mou*,/*| of the 000uoignEnvelope ID: o1zcaxpo-74cs-400p-94xe-Cnoenoos4eez TexA ti dbmutuar WORKERS' COMPENSATION INSURANCE W0RKERS`C0K8PENSA[|0N AND WC 42 0304 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 iashown inthe Schedule. Schedule 1. ( ) Specific Waiver Name ofperson ororganization (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 7/30/23 at 12:01 a.m.standard time,forms a part of: Policy no. O0O13101O2ofTexas Mutual Insurance Company effective on7/30/23 Issued to: SABER POWER HOLDINGS LLC This is nota bill Authorized representative NCC| Carrier Code: 28838 nx4/2x P0Box 12O58.Austin,TX78711'2O58 1of1 iexasmu(ua|.00m1(800)G5S'58S51Fax(8OU)35S'0O50 YVC42Q3O4B 000uoignEnvelope ID: o1zcaxpo-74cs-400p-94xe-Cnoenoos4eez Tevxdbmutuar WORKERS' COMPENSATION INSURANCE WORKERS~COK0PEmSAT[ON AND WC 00 0301 EMPLOYERS LIABILITY POLICY Insured copy ALTERNATE EMPLOYER ENDORSEMENT This endorsement applies only with respect to bodily injury to your employees while in the course of special or temporary employment by the alternate employer in the state named in the Schedule. Part One(Workers Compensation Insurance) and Part Two (Employers Liability Insurance)will apply anthough the alternate employer ieinsured. Under Part One(Workers Compensation Insurance)we will reimburse the alternate employer for the benefits required by the workers compensation law if we are not permitted to pay the benefits directly to the persons entitled to them. The insurance afforded by this endorsement is not intended to satisfy the alternate employer's duty to secure its obligations under the workers compensation law. We will not file evidence of this insurance on behalf of the alternate employer with any government agency. We will not ask any other insurer of the alternate employer to share with us a loss covered by this endorsement. Premium will be charged for your employees while in the course of special or temporary employment by the alternate employer. The policy may be canceled according to its terms without sending notice to the alternate employer. Part Four(Your Duties If Injury Occurs)applies to you and the alternate employer. The alternate employer will recognize our right todefend under Parts One and Two and our right toinspect under Part Six. Schedule State ofspecial or Alternate employer Address temporary employment V VARIOUS LOCATIONS |NTEXAS CK ONLY ANY, TX Q000A-0A09 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 7/30/23 at 12:01 a.m.standard time,forms a part of: Policy no. O0O13101O2ofTexas Mutual Insurance Company effective on7/30/23 Issued to: SABER POWER HOLDINGS LLC This is nota bill Authorized representative NCC| Carrier Code: 28838 nx4/2x P0Box 12O58.Austin,TX78711'2O58 1 of iexasmu(ua|.00m 1(800)859-5995 1 Fax(8OU)35S'0O50 VVCO003Q1 DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 CNA Paramount Excess and Umbrella Liability CMA "°oII'ui Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. The "Insurer" refers to the insurer providing this insurance as set forth on the Declarations of this Policy. Words and phrases that appear in bold have special meaning. Refer to the section entitled DEFINITIONS. 1. COVERAGES A. Coverage A - Excess Follow Form Liability The Insurer will pay on behalf of the Insured those damages in excess of the applicable underlying limits. Coverage hereunder will attach only after the full amount of the applicable underlying limits have been exhausted through payment in legal currency of covered loss under all applicable underlying insurance and to which this Coverage A applies. Coverage A under this Policy will then apply in conformance with the provisions of the applicable underlying insurance except for the premium, limits of insurance, deductible, retentions, or any defense obligations and any other terms and conditions specifically set forth in this Policy. Upon exhaustion of the applicable underlying limits, the Insurer shall only pay for damages in excess of the applicable underlying limits. This Coverage A does not provide coverage for any loss not covered by the applicable underlying insurance except and to the extent that such loss is not paid under the applicable underlying insurance solely by reason of the exhaustion of the applicable underlying limits through payment of loss thereunder. This Coverage applies: 1. if the applicable underlying insurance is on an occurrence basis, then only if that which must take place in the policy period of the underlying insurance in order to trigger coverage, takes place during this policy period; and 2. if the applicable underlying insurance is on a claims made basis, then only if: a. that which must take place in the underlying insurance in order to trigger coverage, takes place after the retroactive date and prior to the end of the policy period; and b. the claim is first made during the policy period. B. Coverage B - Umbrella Liability The Insurer will pay on behalf of the Insured those damages in excess of the retained amount: 1. that an Insured becomes legally obligated to pay because of bodily injury, property damage or personal and advertising injury; or 2. because of liability for bodily injury or property damage assumed under an insured contract, provided the bodily injury or property damage occurs subsequent to the execution of such insured contract; and provided that: a. the bodily injury or property damage occurs during the policy period; b. the bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; Form No:CNA75504xx (03-2015) Policy No: 70341344326 Policy Page: 1 of 32 Policy Effective Date: 07/30/23 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 17 of 63 11 Copyright CNA All Rights Reserved. 000uoignEnvelope ID: o1zcaxpo-74cs-400p-94xe-Cnoenoos4eez CNA Paramountabil�y CMA F"ohicy D. Coverage D ' Key Employee Exclusions With respect to Coverage Q — Key Employee, this insurance does not apply to any actual or alleged: 1. Death orDisability death or permanent disability ofakey employee relating to, or arising out of: o. nuclear reaction orradiation or radioactive coniaminodon, however caused; b. sickness ordisease, including mental illness or mental injury; c. pregnancy, childbirth, miscarriage or abortion; d. auioide, attempted suicide or aa|f inflicted bodily injury' while sane or insane; e. the key employee's intoxication, impairment orotherwise being under the influence of alcohol or controlled substances; f. war, including undeclared or civil vvo,; g. warlike action by military force, including action in hindering or defending against an actual or expected eUock' byany government, sovereign orother authority using military personnel or other agents; or h. inmurrecbon, rebellion, revolution, usurped pom/or, oraction taken by governmental authority in hindering or defending against any of these. 2. Other Expenses a. expenses the Named Insured incurs which the Named Insured would not have incurred if the Named Insured had used all reasonable means to: L find a permanent replacement for the key employee; and ii. reduce or discontinue the key employee replacement expense; as soon as possible after the Named |nmured's permanent loss of the aorviomo of the key employee caused byacovered accident. 6. additional expenses incurred due to the Named |naured'u loss of the services of o permanent replacement appointed or hired to replace akey employee, however caused. However, this exclusion does not apply ifthe replacement employee is included in the definition umo hey employee and the Named |nmured'a loss of the services of the replacement employee is caused byacovered accident. |V. WHO IS AN INSURED The following persons ororganizations are Insureds. A. With respect to Couona8o A - Excess Follow Form Liability, the Named Insured and any persons or organizations included as an insured under the provisions of underlying insurance are Insureds, and then only for the mama coverage, except for limits of insurance, afforded under such underlying insurance. B. With respect to the Coverage 8 - Umbrella Liability: 1. If the Named Insured is designated in the Declarations of this Policy as: a. an individual, the Named Insured and the Named Vnuured'uspouse are Insureds, but only with respect tothe conduct ufu business ufwhich the Named Insured is the sole owner. b. o partnership or joint venture' the Named Insured is on Insured. The Named |nsured'o members, the Named Inoured'a partnero, and their spouses are also Vnaureda, but only with respect tothe conduct ofthe Named |nyurnd'n business. Form No:CNA75504XX (03-2015) Policy No: 70341344326 Policy Page: 14 of 32 Policy Effective Date: 07/30/23 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 30 of 63 mCopyright CNA All ni*mo n000r,od. 000uoignEnvelope ID: o1zcaxpo-74cs-400p-94xe-Cnoenoos4eez CNA Paramountabil�y CNA Fllohicy c. a limited liability company, the Named Insured is an Insured. The Nonmed |nmured'a members are also Insureds, but only with respect tnthe conduct ofthe Named |nsure6's business. The Named |nmured'a managers are Insureds, but only with respect totheir duties as the Named |naured'smanagers. d. an organization other than a partnership, joint venture nr limited liability company, the Named Insured iman Insured. The Named |nnured'oexecutive officers and directors are Insureds, but only with respect totheir duties as the Named Unaured'a officers or directors. The Named |nnur*d'ootookho|dara are also Insureds, but only with respect totheir liability aa stockholders. e atrust, the Named Insured is an Insured. The Named |noured'mtrustees are also Insureds, but only with respect totheir duties as trustees. 2. Each of the following aro also Insureds: a. The Named |nou,ed'ovolunteer workers but only while performing duties related to the conduct of the Nonned |nsur*d's business, b. The Named |naured's employees, other than either the Nonmed |nsured'sexouutiva officers (if the Named Insured is an organization other than a partnership, joint venture or limited liability company) or the 0onnod |neured'e managers (if the Named Insured is a limited liability company), but only for acts within the scope oftheir employment by the Named Insured or while performing duties related to the conduct ofthe Named |nsured'a business. Hom/evmr, none of these employees orvolunteer workers are Insureds for: L bodily injury orpersonal and advertising injury: (a) to the Named Insured, to the Named |noured'a partners ormembers (if the Named Insured is o partnership or joint venture)' to the Named |nsurad'o members (if the Named Insured is o limited liability company), to co'emp|oyeevvhi|e in the course ofhis orher employment or performing duties related to the conduct of the Named |nmured'm business, o/ tothe Named |neured'o other volunteer xvurkaro vvhi|* performing duties related tothe conduct of the Named |naured'abuoineoo; (b) to the epouoe, child, parent, brother or sister ofthat co-employee orvolunteer worker as aconsequence nfparagraph (i)(o) abuve; (c) for which there is any obligation toshare damages with or repay someone else who must pay damages because of the injury described in paragraph i. (a) or (b) above; or (d) arising out ofhis orher providing orfailing toprovide professional health care services. |i. property damage to property: (a) owned, occupied orused by; (b) rented to, in the care, custody orcontrol of, orover which physical control is being exercised for any purpose by; the Nonnad Insured, any ofthe Named |nsured'oemp|oyaoa' volunteer workers, any partner or member (if the Named Insured is a partnership orjoint v*ntur*). or any member (if the Named Insured is m limited liability company). C. With respect to the Coverage C - Crisis Event KOmnaQornent and the Coverage D - Key Employee, the Named Insured is the Insured. V. LIMITS OFINSURANCE A. K0u|dp|e Insureds, doinno' claimants The limits of insurance shown in the Declarations of this Policy and the rules be|nvv fix the most the Form No:CNA75504XX (03-2015) Policy No: 70341344326 Policy Page: 15 of 32 Policy Effective Date: 07/30/23 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 31 of 63 mCopyright CNA All Rights n000r,od. 000uoignEnvelope ID: o1zcaxpo-74cs-400p-94xe-Cnoenoos4eez CNA Paramountabil�y CNA F"ohicy or organization which may be liable tothe Insured because of injury ordamage tm which this insurance may also apply; and vi. will not voluntarily make apayment, except aiits own cost, assume any obligation, or incur any expense, other than for first aid, without the Insurer's prior consent. 3. Cooperation With respect to both Coverage ' Excess Follow Form Liability and Coverage 8 — Umbrella Liability, the Named Insured will cooperate with the Insurer inaddressing all claims required tobe reported to the Insurer in accordance with this paragraph 0. Notice ofClaims/Crisis KOanoQementEvont/Covered Aocident, and refuse, except solely at its nvvn cost, to voluntarily, without the Insurer's upp,ovu|, make any payment' admit liability, assume any obligation orincur any expense related thereto. P. Notices Any notices required to be given by an Insured shall be submitted in writing to the Insurer atthe address set forth in the Declarations of this Policy. Q. Other Insurance If the Insured is entitled to be indemnified or otherwise insured in whole or in part for any damages or defense costs byany valid and collectible other insurance for which the Insured otherwise would have been indemnified or otherwise insured in whole or in part bythis Policy, the limits of insurance specified in the Declarations of this Policy shall apply inexcess of, and shall not contribute tnmclaim, incident or such event covered bysuch other insurance. With respect to Coverage A — Excess Follow Form Liability only, if: a. the Named Insured has agreed in writing in u contract or agreement with a person orentity that this insurance would be primary and would not seek contribution from any other insurance ovui|mb|u; b. Underlying Insurance includes that person orentity om an additional insured; and c. Underlying Insurance provides coverage unaprimary and noncontributory basis as respects that person or entity; then this insurance is primary to and will not seek contribution from any insurance policy where that person orentity iu a named insured. R. Premium All premium charges under this Policy will be computed according tothe Insurer's rules and noting plans that apply at the inception of the current policy period. Premium charges may be paid to the Insurer or its authorized representative. S. In Rem Actions A quasi /mrem action against any vessel owned or operated byorfor m Named Insured, or chartered by or for o Named |nouned, will be treated in the aoma manner as though the action were /opeosunann against the Named Insured. T. Separation ofInsureds Except with respect tothe limits of insurance, and any rights or duties specifically assigned in this Policy tothe First Named Insured, this insurance applies: 1. as if each Named Insured were the only Named Insured; and 2. separately to each Insured against whom o claim is made. U. Transfervnf |nteremt Form No:CNA75504XX (03-2015) Policy No: 70341344326 Policy Page: 21 of 32 Policy Effective Date: 07130123 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 37 of 63 mCopyright CNA All ni*mo n000r,od. 000uoignEnvelope ID: o1zcaxpo-74cs-400p-94xe-Cnoenoos4eez CNA Paramountabil�y CMA F"ohicy Assignment ofinterest under this policy shall not bind the Insurer unless its consent is endorsed hereon. V. Unintentional Omission Based on Insurer's reliance on the Named |neurod'm representations as to existing hazards, if the Named Insured should unintentionally fail to dioo|oaa all such hazards at the effective date of this Policy, the Insurer will not deny coverage under this Policy because ofsuch failure. W. Waiver ofRights ofRecovery The Insurer waives any right ofrecovery it may have against any person or organization because of payments the Insurer makes under this Policy if the Named Insured has agreed in writing to waive such rights of recovery in o contract or agreement' and only if the contract or agreement: 1. is in effector becomes effective during the policy period; and 2. was executed prior to loss. VII.DEFINITIONS For purposes of this Policy, words in bold feua type' whether expressed in the singular or the plural, have the meaning set forth below. Advertisement means o notice that is broadcast or published to the general public or specific market segments about the Named Unsured's goods, products or services for the purpose of attracting customers or supporters. For the purposes ofthis definition: A. notices that are published include material placed on the Internet oron similar electronic means of communication; and B. regarding vvob-aitoo' only that part ufo web-site that is about the Named |naured'a goods, products or services for the purposes ofattracting customers or supporters is considered an advertisement. Aircraft means any machine nrdevice that imcapable of atmospheric flight. Arbitration proceeding means a formal alternative dispute resolution proceeding or administrative hearing to which an Insured is required to submit by statute or court rule or to which an Insured has submitted with the Insurer's consent. Asbestos means the mineral inany form whether or not the asbestos was atany time airborne as a fiber' particle or duat, contained in or formed u part ofu product, structure or other real or personal proporty, carried on clothing, inhaled or ingested, or transmitted byany other means. Authorized Insured means any executive officer, member of the Named |neun*d'e risk management or in-house general counsel's office' orany employee authorized by the Named Insured tugive or receive notice of claim. Auto means: A. o land motor vehicle, trailer orsemitrailer designed for travel on public roads, including any attached machinery or equipment; or B. any other land vehicle that is subject toa compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, auto does not include mobile equipment. Bodily injury means bodily injury, sickness ordisease sustained by person' including death, humiliation, mhuoh^ mental anguish or mental injury sustained by that person at any time which results as a consequence of the bodily injury, sickness ordisease. Claim means u: A. suit; or Form No:CNA75504XX (03-2015) Policy No: 70341344326 Policy Page: 22 of 32 Policy Effective Date: 07/30/23 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 38 of 63 °Copyright CNA All m*mo n000mod. 000uoignEnvelope ID: o1zcaxpo-74cs-400p-94xe-Cnoenoos4eez CNA CNA PARAMOUNT Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY—NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice(other than for nonpayment of premium): 030 Number of days notice for nonpayment of premium: 10 Name of person or organization to whom notice will be sent: PER SCHEDULE ON FILE Address: PER SCHEDULE ON FILE PER SCHEDULE ON FILE xx 00000 If no entry appears above, the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material neahcdomo in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed inthe above Schedule. Such notice will be sent prior b such oanooUcdinn in the manner prescribed in the above Schedule. All other terms and conditions ofthe Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on t he effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA747O2XX (1'15) Policy No: 7015232047 Pagel of Endorsement No: Nat'l Fire Ins Co of Hartford Effective Date:O7/3U/23 Insured Name: SABER POWER e0LozmGs, LLC Copyright CNA All Rights Reserved. DocuSign Envelope ID: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 CMA Business Auto Policy Iollic;y a 111Yi.1: 1 4"ilr'1h�''ll" " I Ce W7111"1ff11rr71'ffF= It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA68021 XX (02-2013) Policy No:7034134293 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:07/30/23 Endorsement No: 16; Page: 1 of 1 Policy Page: 68 of 974 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 1� Copyright CNA All Rights Reserved. DocuSign Envelope ID: D12C3AF6-7405-4BDF-94AE-C3B99DD54E92 ovSC.� CITY OF CORPUS CHRISTI o � DISCLOSURE OF INTEREST H RFQ No. 4489 v Professional Architectural Services for aCOR,opFY 2023 and Bond 2022 1852 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: Bath Group, LLC P. O. BOX: STREET ADDRESS: 5656 S. Staples, St., Suite 110 CITY: Corpus Christi STATE: Texas ZIP: 78411 - 4655 FIRM IS: 1. Corporation 2.Partnership 3.Sole Owner ❑ 4. Association H 5.Other RX Limited Liability Company DISCLOSURE QUESTIONS 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: D12C3AF6-7405-4BDF-94AE-C3B99DD54E92 FILING REQUIREMENTS If a person who requests official action on a matter knows that the usc� 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 oRawaz° also be made in a signed writing filed with the City Secretary. [Ethics Y 5 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:William B. Stark, PE Title: President Signature of Certifying Person: =' � _� � ar� �� ° '„� Date: 07/25/2023 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: D12C3AF6-74C5-4BDF-94AE-C3B99DD54E92 EXHIBIT F Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services is NULL to this Agreement. EXHIBIT F Page 1 of 1