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Home My WebLink AboutC2025-051 - 3/18/2025 - Approved �s ,bus c G� C H SERVICE AGREEMENT NO. 6451 U MASTER SERVICE AGREEMENT FOR Professional Survey and Mapping �a�ONPOPPS E� 1852 Services 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 Hanson Professional Services, 4501 Gollihar Rd., Corpus Christi, TX 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.................................4 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 Pagel Rev. 22-11 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. 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 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 $900,000. 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 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. ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE Page 4 Rev. 22-11 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 three years beginning on the Effective Date, unless extended by authority of the City Manager or designee. A rate increase maximum of 3% will be considered at the beginning of year two and year three. 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. 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 Page 5 Rev. 22-11 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, 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. Page 6 Rev. 22-11 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 accordance with this Agreement. 11.2 Alternative Dispute Resolution Page 7 Rev. 22-11 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 subsequently agree otherwise in writing. 11.6 No Waiver of Governmental Immunity. This Agreement is to perform a governmental function Page 8 Rev. 22-11 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. 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 Page 9 Rev. 22-11 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf—info—forml295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.htmi. 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 http://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 CITY OF CORPUS CHRISTI HANSON PROFESSIONAL SERVICES SGielb� A swaltao 4/22/2025 Jeff y Edmonds(Apr 23,202510:39 CDT) 04/23/2025 Shelby A Swan o(Apr 22,2025 14: 4 EDT) Jeff Edmonds, P.E. (Date) Shelby Swango, PE (Date) Director of Engineering Services Senior Vice President 4501 Gollihar Road Corpus Christi, TX 78411 (361) 814-9900 Office sswango@hanson-inc.com APPROVED AS TO LEGAL FORM Janet Whitehead(Apr 23,2025 09:06 CDT) 04/23/2025 Assistant City Attorney (Date) for City Attorney M2025-026 AUTHORIZED ATTEST BY COUNCIL 3/18/2025 'ebecca 04/23/2025 RH/SB Rebecca Huerta(Apr 23,2025 13:28 CDT) Rebecca Huerta, City Secretary Page 11 Rev. 22-11 se GO p � H EXHIBIT A U SCOPE OF SERVICES �'OHPOPPSE� 1852 To assist with surveying and mapping services such as creating meters and bounds, plat descriptions, survey descriptions, easement exhibits, delineation ROW, locating survey stakes, and wetland delineation. Master Services Agreement 2025 Hanson Professional Services Inc. BASIS OF PAYMENT CONSULTING SERVICES The following schedule is for normal design and consulting services provided on an hourly basis. 1. ENGINEER/SCIENTIST POSITIONS: ENGINEER/SCIENTIST I.........................................................................................................................................................$132.00 ENGINEER/SCIENTIST 11........................................................................................................................................................$137.00 ENGINEER/SCIENTIST III.......................................................................................................................................................$149.00 ENGINEER/SCIENTIST IV......................................................................................................................................................$166.00 ENGINEER/SCIENTIST V........................................................................................................................................................$193.00 ENGINEER/SCIENTIST VI......................................................................................................................................................$222.00 ENGINEER/SCIENTIST V1L....................................................................................................................................................$260.00 ENGINEER/SCIENTIST VIII....................................................................................................................................................$295.00 PRINCIPAL................................................................................................................................................................................$330.00 2. TECHNICAL POSITIONS: AIDE..............................................................................................................................................................................................$70.00 TECHNICIAN1............................................................................................................................................................................$82.00 TECHNICIANIL..........................................................................................................................................................................$98.00 TECHNICIANIII........................................................................................................................................................................$110.00 TECHNICIANIV.......................................................................................................................................................................$123.00 TECHNICIANV.........................................................................................................................................................................$137.00 TECHNICIANVI.......................................................................................................................................................................$153.00 TECHNICIANVll......................................................................................................................................................................$158.00 TECHNICIANVlll.....................................................................................................................................................................$165.00 MANAGER/DESIGNER............................................................................................................................................................$175.00 3. ADMINISTRATIVE: ADMINISTRATIVE1..................................................................................................................................................................$79.00 ADMINISTRATIVEII.................................................................................................................................................................$82.00 ADMINISTRATIVEIll................................................................................................................................................................$88.00 ADMINISTRATIVE IV.............................................................................................................................................................$103.00 ADMINISTRATIVEV...............................................................................................................................................................$119.00 ADMINISTRATIVEVI.............................................................................................................................................................$145.00 ADMINISTRATIVEV1I............................................................................................................................................................$209.00 4. Charges for special services,expert testimony,etc.,will be negotiated. 5. The above rates cover straight time only. Overtime directed by the client will be surcharged by 25 percent. 6. Charges for outside consultants and contractors will be at invoice cost plus 10 percent. 7. All direct job expenses and materials other than normal office supplies will be charged at cost plus 10 percent. 8. Separate data hosting charges and/or a five percent technology fee will be assessed,depending on the nature of the services provided. 9. Mileage charges for automobiles will be at the published IRS rate at the time the charges are incurred. Mileage charges for mobile labs or trucks will be at the published IRS rate at the time the charges are incurred plus 30%. Charges for vehicles that will remain assigned to a specific job will be$80.00 per day or$1,500.00 per month for automobiles and SUVs,and$100.00 per day or$2,000.00 per month for mobile labs or trucks in lieu of mileage charges. 10. Services will be billed monthly and at the completion of the project. There will be an additional charge of 1 1/2 percent per month compounded monthly on amounts outstanding more than 30 days. 11. Rates are subject to change and will be superseded by a new rate schedule on or about January 1 of each year during the duration of the services agreement. 25 Rev.0 HANSON \ \ [ / / / ƒ ƒ ƒ ƒ / 2 I © o 0 0 0 0 0 0 • B // o 0 0 0 $ � a0 UO w \ (L � U & o o \ § Q � / W W 0 � � f @ R R Cl 69 R ? Ilk k o 0 0 0 § \ 0 > � � E 2 e r 2 3 2 � ¢ •S § @ � � � � � � O 2 2 £ k W Ct Q3 � > w q / o Q 2 R R C ta ? ? \ z p ■ , o 0 0 0LU = k k Co k _ 2 % \ � Co CO k 2 - 2 2 D Q o 2 2 a O 2 ■ 2 m o 0 0 0 WUJ \ t � :0 > 0 � � � � f ® � > e U « IL a £ k \ LL $ m 061), Cl Vy 6 � W m U U 2 k J I I CO m k k k k Q. co uj \ 2 t � & be p 7 . % •/ I $ o 0 0 o Q m I L % S $ E L o ■w CD§ U- m ■ m co 70 © § o m ■ «cn / © m c o v ƒ k 2@ 0 E 2 ca cl w k z U) � co < EXHIBIT D Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 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. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have 3-year reporting period provisions or be maintained for 3 years after project completion. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, with the exception of professional liability, which may be on a per claims made basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1 Rev 12/20 1.5 Consultant is required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non-renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1.7 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2 Rev 12/20 SUPPElER N UMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION rr►�tir City of CITY OF CORPUS CHRISTI Corpus DISCLOSURE OF INTEREST Christi City of Corpus Christi Ordinance 17112, 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 reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Hanson Professional Services Inc P. O.BOX: STREET ADDRESS: 4501 Gollihar Road CITY: Corpus Christi ZIP: 78411 FIRM IS: 1. Corporation ❑x 2. Partnership ❑ 3. Sole Owner ❑ 4. Association 5. Other 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 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Consultant N/A Page 1 of 2 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION 1 certify that all information provided is true and correct as of the date of this statement, that 1 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: Wilfredo Rivera, Jr., P.E. Title: Vice-President (Type or Print) Signature of Certifying Date: 3/20/25 Person: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. 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 of Corpus Christi, Texas either on a full or part- time basis,but not as an independent contractor. 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. Page 2 of 2 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology .......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR's and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work ....................................................13 Article 12—Change Management ..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period ........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article21—Quality Management...............................................................................................................17 Article 22— Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26— Record Data.............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29— Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 EXHIBIT F Page 1 of 22 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi (City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements-The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; EXHIBIT F Page 2 of 22 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act,42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act, 42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous,toxic, or dangerous waste, substance, or material. 17. Contract-The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications,and increases or decreases in unit price quantities, if any,that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; EXHIBIT F Page 3 of 22 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work -The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract -The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs-All costs, losses,damages,and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. EXHIBIT F Page 4 of 22 32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes,rules,regulations, ordinances,codes,and orders of governmental bodies,agencies,authorities,and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner-The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR -The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees- Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use- Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. EXHIBIT F Page 5 of 22 45. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings,whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor-An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion -The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions -The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or c. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, EXHIBIT F Page 6 of 22 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work-Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive -A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense,"or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms"day"or"calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. EXHIBIT F Page 7 of 22 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. EXHIBIT F Page 8 of 22 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. EXHIBIT F Page 9 of 22 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. EXHIBIT F Page 10 of 22 9.06 Insurance 9.07 Modifications 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. EXHIBIT F Page 11 of 22 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work,or accept the Work under the provisions of Paragraph 16.04,if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. EXHIBIT F Page 12 of 22 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies,fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work EXHIBIT F Page 13 of 22 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. EXHIBIT F Page 14 of 22 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action,the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. EXHIBIT F Page 15 of 22 ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS; CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR;SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. EXHIBIT F Page 16 of 22 ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general,to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors,textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. EXHIBIT F Page 17 of 22 25.OS Special Certifications and Reports 25.06 Warranties and Guarantees 2S.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences,or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. C. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. EXHIBIT F Page 18 of 22 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. EXHIBIT F Page 19 of 22 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.13 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop EXHIBIT F Page 20 of 22 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. EXHIBIT F Page 21 of 22 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION EXHIBIT F Page 22 of 22 GS GS DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 04/21/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Heidi Gibson NAME: TROXELL A/C,.0 Ext: (217)321-3219 FAX No): (217)321-4219 214 South Grand Ave West E-MAIL h ibson troxellins.com ADDRESS: 9 INSURER(S)AFFORDING COVERAGE NAIC# Springfield IL 62704 INSURERA: Cincinnati Insurance Company 10677 INSURED INSURER B: Global Aerospace 19720 Hanson Professional Services Inc. INSURER C: 1525 South 6th Street INSURER D: INSURER E: Springfield IL 62703-2801 INSURER F: COVERAGES CERTIFICATE NUMBER: CL24121349299 REVISION NUMBER: THIS IS TO CERTIFYTHAT 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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. ILTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM DD/YYYY MM DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO_7 CLAIMS-MADE Fx_]OCCUR PREMISES (Ea occurrence) $ 500,000 X $5 million per project endorsement MED EXP(Any one person) $ 10,000 A EPP0520969 01/01/2025 01/01/2026 PERSONAL&ADV INJURY $ 2,000,000 MOTHER: LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 4,000,000❑POLICY [gPROJECT LOC PRODUCTS-COMP/OPAGG $ 4,000,000 $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED EBAD520969 01/01/2025 01/01/2026 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED �/ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY /� AUTOS ONLY Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 A EXCESS LIAB CLAIMS-MADE EPP0520969 01/01/2025 01/01/2026 AGGREGATE $ 10,000,000 DED I X1 RETENTION$ t) $ WORKERS COMPENSATION X ER STATUTE ER AND EMPLOYERS'LIABILITY Y/N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ AOFFICER/MEMBER EXCLUDED? N/A EWC0473222-01 01/01/2025 01/01/2026 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Unmanned Aircraft,UAS-Drone Liability Each Occurrence $10,000,000 B 8000973 12/07/2024 12/07/2025 Aggregate $10,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Contract Number:6451 Master Services Agreement for Professional Survey and Mapping Services PM/WRivera City of Corpus Christi are additional insureds in respects to the general liability and auto liability per written contract subject to the terms and conditions of the policy.Waiver of Subrogation applies to General Liability,Auto Liability and Workers Compensation. 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. 1201 Leopard St AUTHORIZED REPRESENTATIVE Corpus Christi TX 78469-9277 1 o �� ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket waiver of Subrogation If you are required by a written contract or agreement, which is executed before a loss, to waive your rights of recovery from others, we agree to waive our rights of recovery. This waiver of rights applies to any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver, but shall not be construed to be a waiver with respect to any other operations in which the Insured has no contractual interest. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Does not apply to work performed in the following state(s) : AK, FL, KY, MO, TN, TX This endorsement changes the policy to which it is attached and is effective on the date issued unless other- wise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01-01-2025 Policy No.EWC 047 32 22-01 Endorsement No. Insured HANSON PROFESSIONAL SERVICES INC Insuranoe Company THE CINCINNATI INSURANCE COMPANY Premium $INCL Countersigned by WC000313 ©1983 National Council on Compensation Insurance. Policy Number: EPP0520969 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS' COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Endorsement -Table of Contents: Coverage: Begins on Page: 1. Employee Benefit Liability Coverage.......................................................................................3 2. Unintentional Failure To Disclose Hazards.............................................................................9 3. Damage To Premises Rented To You......................................................................................9 4. Supplementary Payments...................................................................................................... 10 5. Medical Payments...................................................................................................................10 6. 180 Day Coverage For Newly Formed Or Acquired Organizations ...................................10 7. Waiver Of Subrogation........................................................................................................... 11 8. Automatic Additional Insured -Specified Relationships: ..................................................11 • Managers Or Lessors Of Premises; • Lessor Of Leased Equipment; • Vendors; • State Or Governmental Agency Or Subdivision Or Political Subdivision - Permits Or Authorizations Relating To Premises; and • Mortgagee,Assignee Or Receiver 9. Property Damage To Borrowed Equipment....................................••••••...............................14 10. Employees As Insureds - Specified Health Care Services And Good Samaritan Services...................................................................................................................................15 11. Broadened Notice Of Occurrence.........................................................................................15 12. Nonowned Aircraft..................................................................................................................15 13. Bodily Injury Redefined..........................................................................................................15 14. Expected Or Intended Injury Redefined ...............................................................................15 15. Former Employees As Insureds............................................................................................15 16. Voluntary Property Damage Coverage And Care, Custody Or Control Liability Coverage..................................................................................................................................16 17. Broadened Contractual Liability-Work Within 50' Of Railroad Property.........................17 18. Alienated Premises................................................................................................................. 17 B. Limits Of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorse- ment, except as provided below: 1. Employee Benefit Liability Coverage Each Employee Limit: $1,000,000 Aggregate Limit: $3,000,000 Deductible Amount: $ 1,000 3. Damage To Premises Rented To You The lesser of: a. The Each Occurrence Limit shown in the Declarations; or b. $500,000 unless otherwise stated $ 4. Supplementary Payments a. Bail Bonds: $2,500 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 1 of 17 b. Loss Of Earnings: $ 500 5. Medical Payments Medical Expense Limit: $ 10,000 9. Property Damage To Borrowed Equipment Each Occurrence Limit: $10,000 Deductible Amount: $ 250 16. Voluntary Property Damage Coverage (Coverage a.) And Care, Custody Or Control Liability Coverage (Coverage b.) Limits Of Insurance Coverage a. $1,000 Each Occurrence $5,000 Aggregate Coverage b.$5,000 Each Occurrence unless otherwise stated $ Deductible Amount(Each Occurrence) Coverage a.$250 Coverage b.$250 unless otherwise stated $ COVERAGE PREMIUM BASIS RATE ADVANCE PREMIUM (a) Area (For Limits in Excess of (For Limits in Excess of (b) Payroll $5,000) $5,000) (c) Gross Sales (d) Units e Other b. Care, Custody Or $ Control TOTAL ANNUAL PREMIUM Is Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 2 of 17 C. Coverages this endorsement pro- 1. Employee Benefit Liability Coverage vided: a. The following is added to Section I - a) You did not have Coverages: knowledge of a g claim or"suit"on or Employee Benefit Liability Cover- before the "first ef- age fective date" of this endorsement. (1) Insuring Agreement You will be (a) We will pay those sums that deemed to have the insured becomes legally knowledge of a obligated to pay as damag- claim or "suit" es caused by any act, error when any "author- or omission of the insured, ized representa- or of any other person for tive"; whose acts the insured is legally liable, to which this i) Reports all, or insurance applies. We will any part, of the have the right and duty to act, error or defend the insured against omission to us any "suit" seeking those or any other damages. However, we will insurer; have no duty to defend ii) Receives a against any suit seeking written or ver- damages to which this in- bal demand or surance does not apply. We claim for dam- may, at our discretion, in- ages because vestigate any report of an of the act, Br- act, error or omission and ror or omis- settle any claim or"suif' that sion; and may result. But: 1) The amount we will pay b) There is no other for damages is limited applicable insur- ance. as described in Section III - Limits Of Insur- (2) Exclusions ance; and This insurance does not apply to: 2) Our right and duty to defend ends when we (a) Bodily Injury, Property have used up the appli- Damage Or Personal And cable limit of insurance Advertising Injury in the payment of judg- "Bodily injury", "property ments or settlements. damage" or "personal and No other obligation or liabil- advertising injury". ity to pay sums or perform (b) Dishonest, Fraudulent, acts or services is covered Criminal Or Malicious Act unless explicitly provided for under Supplementary Damages arising out of any Payments. intentional, dishonest, (b) This insurance applies to fraudulent, criminal or mali- cious act, error or omission, damages only if the act, er- committed by any insured, ror or omission, is negligent- including the willful or reck- ly committed in the "admin- less violation of any statute. istration" of your "employee benefit program"; and (c) Failure To Perform A Con- 1) Occurs during the policy tract period; or Damages arising out of fail- ureprior of performance of con- 2) p tract by any insurer. "first effective date" of Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 3 of 17 (d) Insufficiency Of Funds (i) Taxes, Fines Or Penalties Damages arising out of an Taxes, fines or penalties, in- insufficiency of funds to cluding those imposed un- meet any obligations under der the Internal Revenue any plan included in the Code or any similar state or "employee benefit program". local law. (e) Inadequacy Of Perfor- Q) Employment-Related Prac- mance Of Invest- tices ment/Advice Given With Respect To Participation Any liability arising out of any: Any claim based upon: (1) Refusal to employ; 1) Failure of any invest- ment to perform; (2) Termination of employ ment; 2) Errors in providing in- formation on past per- (3) Coercion, demotion, formance of investment evaluation, reassign- vehicles; or ment, discipline, defa- mation, harassment, 3) Advice given to any humiliation, discrimina- person with respect to tion or other employ- that person's decision to ment- related practices, participate or not to par- acts or omissions; or ticipate in any plan in- cluded in the "employee (4) Consequential liability benefit program". as a result of (1), (2) or (3)above. (f) Workers' Compensation And Similar Laws This exclusion applies whether the insured may be Any claim arising out of your held liable as an employer failure to comply with the or in any other capacity and mandatory provisions of any to any obligation to share workers' compensation, un- damages with or repay employment compensation someone else who must pay insurance, social security or damages because of the in- disability benefits law or any jury. similar law. (3) Supplementary Payments (g) ERISA Section I - Coverages, Sup- Damages for which any in- plementary Payments - Cover- sured is liable because of li- ages A And B also apply to this ability imposed on a fiduci- Coverage. ary by the Employee Re- tirement Income Security b. Who Is An Insured Act of 1974, as now or As respects Employee Benefit Lia- hereafter amended, or by bility Coverage, Section II -Who Is any similar federal, state or An Insured is replaced by the follow- local laws. ing: (h) Available Benefits (1) If you are designated in the Dec- Any claim for benefits to the larations as: extent that such benefits are (a) An individual, you and your available, with reasonable spouse are insureds, but on- effort and cooperation of the Iy with respect to the con- insured, from the applicable duct of a business of which funds accrued or other col- you are the sole owner. lectible insurance. (b) A partnership or joint ven- ture, you are an insured. Your members, your part- Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 4 of 17 ners, and their spouses are zation. However, coverage under also insureds but only with this provision: respect to the conduct of your business. (a) Is afforded only until the 180th day after you acquire (c) A limited liability company, or form the organization or you are an insured. Your the end of the policy period, members are also insureds, whichever is earlier; and but only with respect to the conduct of your business. (b) Does not apply to any act, Your managers are in- error or omission that was sureds, but only with respect committed before you ac- to their duties as your man- quired or formed the organi- agers. zation. (d) An organization other than a c. Limits Of Insurance partnership, joint venture or As respects Employee Benefit Lia- limited liability company, you bility Coverage, Section III - Limits are an insured.Your "execu- Of Insurance is replaced by the fol- tive officers" and directors lowing: are insureds, but only with respect to their duties as (1) The Limits of Insurance shown in your officers or directors. Section B. Limits Of Insurance, Your stockholders are also 1. Employee Benefit Liability insureds, but only with re- Coverage and the rules below fix spect to their liability as the most we will pay regardless stockholders. of the number of: (e) A trust, you are an insured. (a) Insureds; Your trustees are also in- sureds, but only with respect (b) Claims made or "suits" to their duties as trustees. brought; (2) Each of the following is also an (c) Persons or organizations insured: making claims or bringing "suits"; (a) Each of your "employees" who is or was authorized to (d) Acts, errors or omissions; or administer your "employee (e) Benefits included in your benefit program"; "employee benefit program". (b) Any persons, organizations (2) The Aggregate Limit shown in or"employees" having prop- Section B. Limits Of Insurance, er temporary authorization 1. Employee Benefit Liability to administer your employ- Coverage of this endorsement is ee benefit program if you the most we will pay for all dam- die, but only until your legal ages because of acts, errors or representative is appointed; omissions negligently committed or in the "administration" of your (c) Your legal representative if "employee benefit program". you die, but only with re- (3) Subject to the limit described in spect to duties as such. That (2) above, the Each Employee representative will have all Limit shown in Section B. Limits your rights and duties under Of Insurance, 1. Employee this Coverage Part. Benefit Liability Coverage of (3) Any organization you newly ac- this endorsement is the most we quire or form, other than a part- will pay for all damages sus- nership, joint venture or limited tained by any one "employee", liability company, and over which including damages sustained by you maintain ownership or major- such "employee's" dependents ity interest, will qualify as a and beneficiaries, as a result of: Named Insured if no other similar i (a) An act, error or omission; or insurance applies to that organi- Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 5 of 17 (b) A series of related acts, er- tification of the action taken, rors or omissions, regard- you shall promptly reim- less of the amount of time burse us for such part of the that lapses between such Deductible Amount as we acts, errors or omissions; have paid. negligently committed in the d. Additional Conditions "administration" of your "employ- ee As respects Employee Benefit Lia- bility Coverage, Section IV - Com- However, the amount paid under mercial General Liability Condi- this endorsement shall not ex- tions is amended as follows: ceed, and will be subject to the limits and restrictions that apply (1) Item 2. Duties In The Event Of to the payment of benefits in any Occurrence, Offense, Claim Or plan included in the "employee Suit is replaced by the following: benefit program." 2. Duties In The Event Of An (4) Deductible Amount Act, Error Or Omission, Or Claim Or Suit (a) Our obligation to pay dam- ages on behalf of the in- a. You must see to it that sured applies only to the we are notified as soon amount of damages in ex- as practicable of an act, cess of the Deductible error or omission which Amount stated in the Deda- may result in a claim. rations as applicable to To the extent possible, Each Employee. The limits notice should include: of insurance shall not be re- (1) What the act, error duced by the amount of this or omission was deductible. and when it oc- (b) The Deductible Amount curred; and stated in the Declarations (2) The names and applies to all damages sus- addresses of any tained by any one "employ- one who may suf- ee", including such "employ- fer damages as a ee's" dependents and bene- result of the act, ficiaries, because of all acts, error or omission. errors or omissions to which this insurance applies. b. If a claim is made or "suit' is brought against (c) The terms of this insurance, any insured, you must: including those with respect to: (1) Immediately record 1 Our right and duty to the specifics of the g y claim or suit' and defend the insured the date received; against any "suits" and seeking those damag- es; and (2) Notify us as soon 2) Your duties, and the du- as practicable. ties of any other in- You must see to it that volved insured, in the we receive written no- event of an act, error or tice of the claim or"suit" omission,or claim; as soon as practicable. apply irrespective of the ap- C. You and any other in- plication of the Deductible volved insured must: Amount. (1) Immediately send (d) We may pay any part or all us copies of any of the Deductible Amount to demands, notices, effect settlement of any summonses or le- claim or"suit' and, upon no- gal papers re- Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 6 of 17 ceived in connec- tion by equal shares, tion with the claim we will follow this meth- or"suit'; od also. Under this ap- proach each insurer (t) Authorizeb contributes equal tain records and amounts until it has other information; paid its applicable limit (3) Cooperate with us of insurance or none of in the investigation the loss remains, or settlement of the whichever comes first. claim or defense If any of the other in- against the "suit'; surance does not permit and contribution by equal (4) Assist us, upon our shares, we will contrib- request, in the en- ute by limits. Under this forcement of any method, each insurer's right against any share is based on the person or organi- ratio of its applicable zation which may limit of insurance to the be liable to the in- total applicable limits of sured because of insurance of all insur- an act, error or ers. omission to which c. No Coverage this insurance may also apply. This insurance shall not cover any loss for which d. No insured will, except the insured is entitled to at that insured's own recovery under any cost, voluntarily make a other insurance in force payment, assume any previous to the effective obligation, or incur any date of this Coverage expense without our Part. consent. (2) Item 5. Other Insurance is re- e. Additional Definitions placed by the following: As respects Employee Benefit Lia- bility Coverage, Section V - Defini- tions is amended as follows: If other valid and collectible (1) The following definitions are insurance is available to the added: insured for a loss we cover under this Coverage Part, 1. "Administration"means: our obligations are limited as follows: a. Providing information to "employees", including a. Primary Insurance their dependents and beneficiaries, with re- This insurance is prima- spect to eligibility for or ry except when c. below scope of "employee applies. If this insurance benefit programs"; is primary, our obliga- tions are not affected b. Interpreting the "em- unless any of the other ployee benefit pro- insurance is also prima- grams"; ry. Then, we will share with all that other insur- ance by the method de- connection with the scribed in b.below. "employee benefit pro- grams"; or b. Method Of Sharing d. Effecting, continuing or If all of the other insur- terminating any "em- ance permits contribu- ployee's" participation in Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 7 of 17 any benefit included in c. Unemployment insur- the "employee benefit ance, social security program". benefits, workers' com- However, "administration" pensation and disability benefits; and does not include: a. Handling payroll deduc- d. Vacation plans, includ- ing buy and sell pro- tions; or grams; leave of ab- b. The failure to effect or sence programs, includ- maintain any insurance ing military, maternity, or adequate limits of family, and civil leave; coverage of insurance, tuition assistance plans; including but not limited transportation and to unemployment insur- health club subsidies. ance, social security 4. "First effective date" means benefits, workers' com- the date upon which cover- pensation and disability age was first effected in a benefits. series of uninterrupted re- 2. "Cafeteria plans" means newals of insurance cover- plans authorized by applica- age. ble law to allow"employees" (2) The following definitions are de- to elect to pay for certain leted in their entirety and re- benefits with pre-tax dollars. placed by the following: 3. "Employee benefit pro- 8. "Employee" means a person grams means a program actively employed, formerly providing some of all of the employed, on leave of ab- following benefits to "em- sence or disabled, or retired. ployees", whether provided "Employee" includes a through a "cafeteria plan" or "leased worker". "Employee" otherwise: does not include a "tempo- a. Group life insurance; rary worker". group accident or health 21. "Suit" means a civil proceed- insurance; dental, vision ing in which money damag- and hearing plans; and es because of an act, error flexible spending ac- or omission to which this in- counts; provided that no surance applies are alleged. one other than an "em- "Suit" includes: ployee" may subscribe to such benefits and a. An arbitration proceed- such benefits are made ing in which such dam- generally available to ages are claimed and to those "employees" who which the insured must satisfy the plan's eligibil- submit or does submit ity requirements; with our consent; b. Profit sharing plans, b. Any other alternative employee savings dispute resolution pro- plans, employee stock ceeding in which such ownership plans, pen- damages are claimed sion plans and stock and to which the in- subscription plans, pro- sured submits with our vided that no one other consent;or than an "employee" may subscribe to such c. An appeal of a civil pro- benefits and such bene- ceeding. fits are made generally available to all "employ- ees" who are eligible under the plan for such benefits; Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 8 of 17 2. Unintentional Failure To Disclose Haz- 2) Rust or other cor- ards rosion, decay, de- Section IV-Commercial General Liabil- or laation, hidden it Conditions, 7. Representations is a latent defect n Y p any quality in amended by the addition of the following: property that caus- Based on our dependence upon your rep- es it to damage or resentations as to existing hazards, if un- destroy itself, intentionally you should fail to disclose all 3) Smog; such hazards at the inception date of your policy, we will not reject coverage under 4) Mechanical break- this Coverage Part based solely on such down, including failure. rupture or bursting caused by centrif- 3. Damage To Premises Rented To You ugal force; a. The last Paragraph of 2. Exclusions 5) Settling, cracking, under Section I -Coverage A- Bod- shrinking or ex- ily Injury And Property Damage Li- pansion; ability is replaced by the following: festa- Exclusions c. through q. do not apply 6) Nesting or char �� tion, or discharge to property damage by fire, explo- or release of waste sion, lightning, smoke or soot to products or secre- premises while rented to you or tem- tions, by insects, porarily occupied by you with permis- birds, rodents or sion of the owner, for which the other animals; or amount we will pay is limited to the Damage To Premises Rented To 7) Presence, growth, You Limit as described in Section III proliferation, -Limits Of Insurance. spread or any ac- tivityb. The insurance provided under Sec- cui g fungus, in- b. I - Coverage A - Bodily Injury eluding mold or 9 Y J r'Y mildew, and any And Property Damage Liability ap- mycotoxins, plies to"property damage" arising out spores, scents or of water damage to premises that are byproducts pro- both rented to and occupied by you. duced or released (1) As respects Water Damage Le- by fungi. gal Liability, as provided in Para- (b) "Property damage" caused graph 3.b.above: directly or indirectly by any The exclusions under Section I - of the following: Coverage A-Bodily Injury And (i) Earthquake, volcanic Property Damage Liability, 2. eruption, landslide or Exclusions, other than i. War any other earth move- and the Nuclear Energy Liabil- ment; ity Exclusion (Broad Form), are deleted and the following are (ii) Water that backs up or added: overflows or is other- wise discharged from a This insurance does not apply to: sewer, drain, sump, (a) "Property damage": sump pump or related equipment; (i) Assumed in any con- tractor agreement; or (iii) Water under the ground surface pressing on, or (ii) Caused by or resulting flowing or seeping from any of the follov&- through: ing: 1) Foundations, walls, 1) Wear and tear; floors or paved surfaces; Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 9 of 17 2) Basements, you with permission of whether paved or the owner; not; or p. In the case of damage 3) Doors, windows or by fire, explosion, light- other openings. ning, smoke or soot, (c) "Property damage" caused while rented to you;or by or resulting from water C. In the case of damage that leaks or flows from by water, while rented plumbing, heating, air condi- to and occupied by you. tioning, fire protection sys- tems, or other equipment, (2) The most we will pay is limited as caused by or resulting from described in Section B. Limits freezing, unless: Of Insurance, 3. Damage To Premises Rented To You of this (i) You did your best to endorsement. maintain heat in the building or structure; or 4. Supplementary Payments (ii) You drained the equip- Under Section I - Supplementary Pay- ment and shut off the ments -Coverages A And B: water supply if the heat a. Paragraph 2. is replaced by the fol- was not maintained. lowing: (d) "Property damage"to: Up to the limit shown in Section B. (i) Plumbing, heating, air Limits Of Insurance, 4.a. Bail Bonds conditioning,fire protec- of this endorsement for cost of bail tion systems, or other bonds required because of accidents equipment or applianc- or traffic law violations arising out of es; or the use of any vehicle to which the Bodily Injury Liability Coverage ap- (ii) The interior of any plies. We do not have to furnish these building or structure, or bonds. to personal property in the building or structure, b. Paragraph 4. is replaced by the fol- caused by or resulting lowing: from rain, snow, sleet or All reasonable expenses incurred by ice, whether driven by the insured at our request to assist us wind or not. in the investigation or defense of the c. Limit Of Insurance claim or"suit', including actual loss of earnings up to the limit shown in Sec- With respect to the insurance afford- tion B. Limits Of Insurance, 4.b. ed in Paragraphs 3.a. and 3.b. above, Loss Of Earnings of this endorsement the Damage To Premises Rented per day because of time off from To You Limit as shown in the Decla- work. rations is amended as follows: 5. Medical Payments (1) Paragraph 6. of Section III - Limits Of Insurance is replaced The Medical Expense Limit of Any One by the following: Person as stated in the Declarations is amended to the limit shown in Section B. 6. Subject to Paragraph 5. Limits Of Insurance, 5. Medical Pay- above, the Damage To ments of this endorsement. Premises Rented To You Limit is the most we will pay 6. 180 Day Coverage For Newly Formed under Coverage A - Bodily Or Acquired Organizations Injury And Property Dam- Section II - Who Is An Insured is age Liability for damages amended as follows: because of "property dam- age"to any one premises: Subparagraph a. of Paragraph 3. is re- a. While rented to you, or placed by the following: temporarily occupied by a. Insurance under this provision is af- forded only until the 180th day after Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 10 of 17 you acquire or form the organization use of that part of the prem- or the end of the policy period, ises leased to you, subject whichever is earlier; to the following additional exclusions: 7. Waiver Of Subrogation This insurance does not ap- Section IV-Commercial General Liabil- ply to: ity Conditions, 9. Transfer Of Rights Of Recovery Against Others To Us is (i) Any "occurrence" which amended by the addition of the following: takes place after you cease to be a tenant in We waive any right of recovery we may that premises; have against any person or organization against whom you have agreed to waive (ii) Structural alterations, such right of recovery in a written contract new construction or or agreement because of payments we demolition operations make for injury or damage arising out of performed by or on be- your ongoing operations or "your work" half of such additional done under a written contract or agree- insured. ment with that person or organization and included in the "products-completed oper- (b) Lessor Of Leased Equip- ations hazard". However, our rights may ment only be waived prior to the "occurrence" Any person or organization giving rise to the injury or damage for from whom you lease which we make payment under this Cov- equipment when you and erage Part. The insured must do nothing such person(s) or organiza- after a loss to impair our rights. At our re- tion(s) have agreed per Par- quest, the insured will bring "suit' or trans- agraph 8.a.(1) of this en- fer those rights to us and help us enforce dorsement to provide insur- those rights. ance. Such person(s) or or- 8. Automatic Additional Insured - Speci- ganization(s) are insureds fied Relationships only with respect to liability for "bodily injury'', "property a. The following is added to Section II - damage" or "personal and Who Is An Insured: advertising injury'' caused, in whole or in part, (1) Any person(s) or organization(s) your maintenance, operation or described in Paragraph 8.a.(2) of use of equipment leased to this endorsement (hereinafter re- you by such person(s) or or- ferred to as additional insured) ganization(s). A person's or whom you are required to add as organization's status as an an additional insured under this additional insured under this Coverage Part by reason of a endorsement ends when written contract, written agree- their contract or agreement ment, written permit or written with you for such leased authorization. equipment ends. However, (2) Only the following persons or or- this insurance does not ap- ganizations are additional in- ply to any "occurrence" sureds under this endorsement, which takes place after the and insurance coverage provided equipment lease expires. to such additional insureds is lim- (c) Vendors ited as provided herein: Any person or organization (a) Managers g Or Lessors Of (referred to below as ven- Premises dor) with whom you have The manager or lessor of a agreed per Paragraph premises leased to you with 8.a.(1) of this endorsement whom you have agreed per to provide insurance, but on- Paragraph 8.a.(1) of this en- ly with respect to "bodily in- dorsement to provide insur- jury" or "property damage" ance, but only with respect arising out of"your products" to liability arising out of the which are distributed or sold ownership, maintenance or in the regular course of the Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Pagel 1 of 17 vendor's business, subject or repair opera- to the following additional tions, except such exclusions: operations per- formed at the ven- (i) The insurance afforded dor's premises in the vendor does not connection with the apply to: sale of the product; 1) "Bodily injury' or 7) Products which, af- "property damage" ter distribution or for which the ven- sale by you, have dor is obligated to been labeled or re- pay damages by labeled or used as reason of the as- a container, part or sumption of liability ingredient of any in a contract or other thing or sub- agreement. This stance by or for the exclusion does not vendor; or apply to liability for damages that the 8) "Bodily injury' or vendor would have "property damage" in the absence of arising out of the the contract or sole negligence of agreement; the vendor for its own acts or omis- 2) Any express war- sions or those of ranty unauthorized its employees or by you; anyone else acting 3) Any physical or on its behalf. How- chemical change in ever, this exclusion the product made does not apply to: intentionally by the a) The excep- vendor; tions contained 4) Repackaging, ex- in Paragraphs cept when un- (c) (i) 4) or 6) packed solely for of this en- the purpose of in- dorsement; or spection, demon- b) Such inspec- stration, testing, or tions, acjust- the substitution of ments, tests or parts under in- servicing as structions from the the vendor has manufacturer, and agreed to then repackaged in make or nor- the original con- mally under- tainer; takes to make 5) Any failure to make in the usual such inspections, course of adjustments, tests business, in or servicing as the connection vendor has agreed with the distri- to make or normal- bution or sale ly undertakes to of the prod- make in the usual ucts. course of busi- ii This insurance does not ness, in connection ( ) apply to any insured with the distribution person or organization: or sale of the products; 1) From whom you have acquired 6) Demonstration, in- such products, or stallation, servicing any ingredient, part Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 12 of 17 or container, enter- (e) Mortgagee, Assignee Or ing into, accompa- Receiver nying or containing such products; or Any person or organization with whom you have agreed 2) When liability in- per Paragraph 8.a.(1) of this cluded within the endorsement to provide in- "products- surance, but only with re- completed opera- spect to their liability as tions hazard" has mortgagee, assignee, or re- been excluded un- ceiver and arising out of the der this Coverage ownership, maintenance, or Part with respect to use of the premises by you. such products. However, this insurance d State Or Governmental does not apply to structural ( ) alterations, new construction Agency Or Subdivision Or and demolition operations Political Subdivision - performed by or for that per- Permits Or Authorizations son or organization. Relating To Premises Any state or governmental (3) The insurance afforded to addi- tional insureds described in Par- agency or subdivision or po- agraph 8.a.(1) of this endorse- litical subdivision with which ment: you have agreed per Para- graph 8.a.(1) of this en- (a) Only applies to the extent dorsement to provide insur- permitted by law; and ance, subject to the follow- ing additional provision: (b) Will not be broader than that which you are required by This insurance applies only the written contract, written with respect to the following agreement, written permit or hazards for which the state written authorization to pro- or governmental agency or vide for such additional in- subdivision or political sub- sured; and division has issued a permit or authorization in connec- (c) Does not apply to any per- tion with premises you own, son, organization, vendor, rent or control and to which state, governmental agency this insurance applies: or subdivision or political subdivision, specifically (i) The existence, mainte- named as an additional in- nance, repair, construc- sured under any other provi- tion, erection or removal sion of, or endorsement of advertising signs, added to, this Coverage awnings, canopies, cel- Part, provided such other lar entrances, coal provision or endorsement holes, driveways, man- covers the injury or damage holes, marquees, hoist for which this insurance ap- away openings, side- plies. walk vaults, street ban- ners or decorations and b. With respect to the insurance afford- similar exposures; or ed to the additional insureds de- scribed in Paragraph 8.a.(1) of this (ii) The construction, erec- endorsement, the following is added tion or removal of eleva- to Section III -Limits Of Insurance: tors; or The most we will pay on behalf of the (iii) The ownership, mainte- additional insured is the amount of in- nance or use of any el- surance: evators covered by this insurance. (1) Required by the written contract, written agreement, written permit or written authorization described Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 13 of 17 in Paragraph 8.a.(1) of this en- tion I - Coverage A - Bodily Injury dorsement; or And Property Damage Liability: (2) Available under the applicable Paragraphs (3) and (4) of this exclu- Limits of Insurance shown in the sion do not apply to tools or equip- Declarations; ment loaned to you, provided they are whichever is less. not being used to perform operations at the time of loss. This endorsement shall not increase b. With respect to the insurance provid- the applicable Limits of Insurance ed by this section of the endorse- shown in the Declarations. ment, the following additional provi- c. Section IV - Commercial General sions apply: Liability Conditions is amended to (1) The Limits of Insurance shown in include the following: the Declarations are replaced by Automatic Additional Insured Pro- the limits designated in Section vision B. Limits Of Insurance, 9. Property Damage To Borrowed This insurance applies only if the Equipment of this endorsement "bodily injury" or "property damage" with respect to coverage provid- occurs, or the "personal and advertis- ed by this endorsement. These ing injury'offense is committed: limits are inclusive of and not in (1) During the policy period; and addition to the limits being re- placed. The Limits of Insurance (2) Subsequent to your execution of shown in Section B. Limits Of the written contract or written Insurance, 9. Property Damage agreement, or the issuance of a To Borrowed Equipment of this written permit or written authori- endorsement fix the most we will zation, described in Paragraph pay in any one "occurrence" re- 8.a.(1). gardless of the number of: d. Section IV - Commercial General (a) Insureds; Liability Conditions is amended as (b) Claims made or "suits" follows: brought; or Condition 5. Other Insurance is amended to include: (c) Persons or organizations making claims or bringing Primary And Noncontributory In- "suits". surance (2) Deductible Clause This insurance is primary to and will not seek contribution from any other (a) Our obligation pay dam- ages on your behalf applies insurance available to an additional only to the amount of dam- insured per Paragraph 8.a.(1) of this ages for each "occurrence" endorsement provided that: which are in excess of the (1) The additional insured is a Deductible Amount stated in Named Insured under such other Section B. Limits Of Insur- insurance; and ance, 9. Property Damage To Borrowed Equipment of (2) You have agreed in writing in a this endorsement. The limits contract, agreement, permit or of insurance will not be re- authorization described in 8.a.(2) duoed by the application of of this endorsement that this in- such deductible amount. surance would be primary and would not seek contribution from (b) Section IV - Commercial any other insurance available to General Liability Condi- the additional insured. tions, 2. Duties In The Event Of Occurrence, Of- 9. Property Damage To Borrowed Equip- fense, Claim Or Suit, ap- ment plies to each claim or "suit" a. The following is added to Exclusion irrespective of the amount. 2.j. Damage To Property under Sec- Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 14 of 17 (c) We may pay any part or all 12. Nonowned Aircraft of the deductible amount to effect settlement of any The following is added to Exclusion 2.g. claim or"suit' and, upon no- Aircraft, Auto Or Watercraft under Sec- tification of the action taken, tion I - Coverage A - Bodily Injury And you shall promptly reim- Property Damage Liability: burse us for such part of the This exclusion does not apply to an air- deductible amount as has craft you do not own, provided that: been paid by us. 10. Employees As Insureds - Specified a. The pilot in command holds a current p effective certificate, issued by a duly Health Care Services And Good Samar- constituted authority of the United itan Services States of America or Canada, desig- Paragraph 2.a.(1)(d) under Section II - nating that person as a commercial or Who Is An Insured does not apply to: airline transport pilot; a. Your "employees" who provide pro- b. The aircraft is rented with a trained, fessional health care services on your paid crew; and behalf as a duly licensed nurse, c. The aircraft does not transport per- emergency medical technician or sons or cargo for a charge. paramedic in the jurisdiction where an "occurrence" or offense to which this 13. Bodily Injury Redefined insurance applies takes place; or Section V -Definitions, 4. "Bodily injury' b. Your"employees" or"volunteer work is replaced by the following: ers", other than an employed or vol- unteer doctor, providing first aid or 4. "Bodily injury' means bodily harm or good samaritan services during their injury, sickness, disease, disability, work hours for you will be deemed to humiliation, shock, fright, mental an- be acting within the scope of their guish or mental injury, including care, employment by you or performing du- loss of services or death resulting ties related to the conduct of your from any of these at any time. business. 14. Expected Or Intended Injury Redefined 11. Broadened Notice Of Occurrence The last sentence of Exclusion 2.a. Ex- Paragraph a. of Condition 2. Duties In pected Or Intended Injury under Sec- The Event Of Occurrence, Offense, tion I - Coverage A - Bodily Injury And Claim Or Suit under Section IV - Com- Property Damage Liability is replaced by mercial General Liability Conditions is the following: replaced by the following: This exclusion does not apply to "bodily a. You must see to it that we are notified injury" or"property damage" resulting from as soon as practicable of an "occur- the use of reasonable force to protect per- rence" or an offense which may result sons or property. in a claim. To the extent possible, no- 15. Former Employees As Insureds tice should include: 1 How, when and where the "oo- The following is added to Paragraph 2. ( ) under Section II -Who Is An Insured: currence or offense took place; 2. Each of the following is also an in- (2) The names and addresses of sured: any injured persons and wit- nesses; and Any of your former "employees", di- 3 The location an rectors, ��managers, members, part- ners or executive officers , including irjury or damage arising out of but not limited to retired, disabled or the "occurrence"or offense. those on leave of absence, but only This requirement applies only when for acts within the scope of their em- the "occurrence" or offense is known ployment by you or for duties related to an"authorized representative". to the conduct of your business. Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 15 of 17 16. Voluntary Property Damage Coverage (2) Exclusions a. Coverage D - Voluntary Property This insurance does not apply to Damage Coverage "property damage" that would be Section I -Coverages is amended to excluded by Coverage A-Bodi- ly Injury And Property Damage indude the following: Liability, 2. Exclusions, except (1) Insuring Agreement for j. Damage To Property, par- agraphs (3), (4), (5) and (6), k. (a) We will pay the cost to re- Damage To Your Product, and pair or replace "property I. Damage To Your Work. damage" to property of oth- ers arising out of operations (3) Definitions incidental to your business For purposes of Voluntary when: Property Damage Coverage 1) Damage is caused by only, the following definitions un- you; or der Section V - Definitions are replaced by the following: 2) Damage occurs while in your possession. 16. "Occurrence" means an in- cident, including continuous At your written request, we or repeated exposure to will make this payment re- substantially the same gen- gardless of whether you are eral harmful conditions that at fault for the "property result in "property damage". damage". 20. "Property damage" means If you, at our request, re- physical injury to tangible place, or make any repairs property. "Electronic data" is to, damaged property of not tangible property, and others, the amount we will "property damage" does not pay under Voluntary Prop- include disappearance, ab- erty Damage Coverage will straction or theft. be determined by your actu- al cost to replace or repair b. Care, Custody Or Control Liability the damaged property, ex- Coverage cluding any profit or over- For purposes of the coverage provid- head. ed by Care, Custody Or Control Li- Any payment we make un- ability Coverage in this endorsement der Voluntary Property only: Damage Coverage shall not (1) Section I -Coverage A -Bodily be interpreted as an admis- Injury And Property Damage sion of liability by you or by Liability, 2. Exclusions, j. us. Damage To Property, Subpara- It shall be your duty, not our graphs(3), (4) and (5)do not ap- duty, to defend any claim or ply to "property damage" to the "suit'to which this insurance property of others described applies. therein. No other obligation or liabil- (2) It shall be your duty, not our duty, ity to pay sums or perform to defend any claim or "suit" to acts or services is covered. which this insurance applies. (b) This insurance applies to No other obligation or liability to "property damage"only if: pay sums or perform acts or ser- vices is covered. 1) The "property damage" takes place in the "cov- This Paragraph (2) supersedes erage territory; and any provision in the Coverage Part to the contrary. 2) The "property damage" occurs during the policy (3) "Property damage" for which period. Care, Custody Or Control Lia- bility Coverage provides cover- Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 16 of 17 age shall be deemed to be (3) The Voluntary Property Dam- caused by an "occurrence" but age Coverage, Aggregate Limit shall not serve to limit or restrict Of Insurance is the most we will the applicability of any exclusion pay for the sum of all damages for "property damage" under this under Voluntary Property Coverage Part. Damage Coverage. This limit C. Limits Of Insurance And Deducti- applies separately to each "cov- bles erage term". For purposes of the coverage provid- (4) Deductible Clause ed by Voluntary Property Damage (a) Our obligation to pay dam- Coverage and Care, Custody Or ages on your behalf applies Control Liability Coverage, Section only to the amount of dam- III - Limits Of Insurance is amended ages for each "occurrence" to include the following: which are in excess of the Deductible Amount stated (1) The Limits of Insurance shown in for the applicable coverage the Declarations are replaced by in the Schedule. The limits the limits designated in Section of insurance will not be re- B. Limits Of Insurance, 16. duced by the application of Voluntary Property Damage such Deductible Amount. Coverage And Care, Custody Or Control Liability Coverage, (b) Section IV - Commercial in this endorsement. These limits General Liability Condi- are inclusive of, and not in addi- tions, 2. Duties In The tion to, the limits being replaced. Event Of Occurrence, Of- The Limits of Insurance shown in fense, Claim Or Suit, ap- the Schedule fix the most we will plies to each claim or "suit" pay regardless of the number of: irrespective of the amount. (a) Insureds; (c) We may pay any part or all of the Deductible Amount to (b) Claims made or "suits" effect settlement of any brought;or claim or "suit' and, upon no- (c) Persons or organizations tifiication of the action taken, making claims or bringing you shall promptly reim- "suits". burse us for such part of the Deductible Amount as has (2) (a) Subject to (3) below, the been paid by us. Voluntary Property Dam- age Coverage, Each Occur- 17. Broadened Contractual Liability -Work rence Limit Of Insurance is Within 50'Of Railroad Property the most we will pay for the Section V-Definitions, 12. "Insured con- sum of damages under Vol- tract" is amended as follows: untary Property Damage Coverage; a. Paragraph c. is replaced by the fol- (b) The Care, Custody Or Con- lowing: trol Liability Coverage, c. Any easement or license agree- Each Occurrence Limit Of ment; Insurance is the most we will pay for the sum of damages b. Paragraph f.(1) is deleted in its entire- under Care, Custody Or ty. Control Liability Coverage; 18. Alienated Premises because of all "property damage" Exclusion 2 j. Damage to Property, arising out of any one occur- Paragraph (2) under Section I - Cover- rence". age A - Bodily Injury And Property Damage Liability does not apply if the premises are"your work". Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 17 of 17 Policy Number: EPP0520969 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS ADDITIONAL INSURED - AUTOMATIC STATUS WHEN REQUIRED IN WRITTEN CONTRACT, AGREEMENT, PERMIT OR AUTHORIZATION - ILLINOIS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Additional Insured - Owners, Lessees Or (1) The Coverage Part to which this Contractors - Automatic Status For Other endorsement is attached pro- Parties When Required In Written Contract vides coverage for"bodily injury" Or Agreement With You or "property damage" included 1. Section II - Who Is An Insured is within the "products-completed operations hazard"; and amended to include as an additional in- sured any person or organization you (2) The written contract or written have agreed in writing in a contract or agreement requires you to pro- agreement to add as an additional in- vide additional insured coverage sured on this Coverage Part. Such per- included within the "products- son(s) or organization(s) is an additional completed operations hazard" insured only with respect to liability for: for that person or organization. a. "Bodily injury', "property damage" or If the written contract or written "personal and advertising injury" agreement requires you to provide caused, in whole or in part, by the additional insured coverage included performance of your ongoing opera- within the "products-completed oper- tions by you or on your behalf, under ations hazard" for a specified length that written contract or written of time for that person or organiza- agreement. Ongoing operations does tion, the "bodily injury" or "property not apply to "bodily injury"or"proper- damage" must occur prior to the ex- ty damage" occurring after: piration of that period of time in order (1) All work, including materials, for this insurance to apply. parts or equipment furnished in If the written contract or written connection with such work, on agreement requires you to provide the project (other than service, additional insured coverage for a maintenance or repairs) to be person or organization per ISO addi- performed by or on behalf of the tional insured endorsement form additional insured(s) at the loca- number CG 20 10, without specifying tion of the covered operations an edition date, this Paragraph b. has been completed; or does not apply to that person or or- (2) That portion of"your work"out of ganization. which the injury or damage aris- 2. If the written contract or written agree- es has been put to its intended ment described in Paragraph 1. above use by any person or organiza- specifically requires you to provide addi- tion other than another contrac- tional insured coverage to that person or for or subcontractor engaged in organization: performing operations for a prin- cipal as a part of the same pro- a. Arising out of your ongoing opera- ject; and tions or arising out of"your work"; or b. "Bodily injury' or "property damage" b. By way of an edition of an ISO addi- caused, in whole or in part, by "your tional insured endorsement that in- work" performed under that written cludes arising out of your ongoing contract or written agreement and in- operations or arising out of "your cluded in the "products completed work"; operations hazard", but only it Includes copyrighted material of Insurance GA472 IL 10 17 Services Office, Inc.,with its permission. Page 1 of 3 then the phrase caused, in whole or in This insurance does not apply to: part, by in Paragraph A.1.a. and/or Para- graph A.1.b. above, whichever applies, is a. "Bodily injury', "property damage" or replaced by the phrase arising out of. "personal and advertising injury" aris- ing out of operations performed for 3. With respect to the insurance afforded to the federal government, state or mu- the additional insureds described in Para- nicipality; or graph A.1., the following additional exclu- sion applies: b. "Bodily injury' or "property damage" included within the "products- This insurance does not apply to "bodily completed operations hazard." injury', "property damage" or "personal and advertising injury" arising out of the C. The insurance afforded to additional insureds rendering of, or the failure to render, any described in Paragraphs A. and B.: professional architectural, engineering or 1. Only applies to the extent permitted by surveying services, including: law, and a. The preparing, approving or failing to 2. Will not be broader than that which you prepare or approve, maps, shop are required by the written contract, writ- drawings, opinions, reports, surveys, ten agreement, written permit or written field orders, change orders or draw- authorization to provide for such addition- ings and specifications; or al insured; b. Supervisory, inspection, architectural 3. Does not apply to any person, organiza- or engineering activities. tion, state, governmental agency or sub- This exclusion applies even if the claims division or political subdivision specifically against any insured allege negligence or named as an additional insured for the other wrongdoing in the supervision, hir- same project in the schedule of an en- ing, employment,training or monitoring of dorsement added to this Coverage Part; others by that insured, if the "occurrence" and which caused the "bodily injury" or "prop- 4. Does not apply to the City of Chicago, its erty damage", or the offense which officers, employees and agents with re- caused the"personal and advertising inju- spect to liability caused by or arising from: ry", involved the rendering of, or the fail- ure to render, any professional architec- a. The building or disassembly of scaf- tural, engineering or surveying services. folding by or for you;or 4. This Paragraph A. does not apply to addi- b. The use of such scaffolding. tional insureds described in Paragraph B. D. With respect to the insurance afforded to the B. Additional Insured -State Or Governmental additional insureds described in Paragraphs Agency Or Subdivision Or Political Subdi- A. and B., the following is added to Section III vision - Automatic Status When Required -Limits Of Insurance: In Written Permits Or Authorizations The most we will pay on behalf of the addi- 1. Section II - Who Is An Insured is tional insured is the amount of insurance: amended to include as an additional in- sured any state or governmental agency 1. Required by the written contract, written or subdivision or political subdivision you agreement, written permit or written au- have agreed in writing in a contract, thorization described in Paragraphs A. agreement, permit or authorization to add and B.; or as an additional insured on this Coverage 2. Available under the applicable Limits of Part. Such state or governmental agency Insurance shown in the Declarations; or subdivision or political subdivision is an additional insured only with respect to op- whichever is less. erations performed by you or on your be- half for which the state or governmental This endorsement shall not increase the appli- agency or subdivision or political subdivi- cable Limits of Insurance shown in the Decla- sion issued, in writing, a contract, agree- rations. ment, permit or authorization. E. Section IV - Commercial General Liability 2. With respect to the insurance afforded to Conditions is amended to add the following: the additional insureds described in Para- Automatic Additional Insured Provision graph 13.1., the following additional exclu- sions apply: This insurance applies only if the "bodily inju- ry" or "property damage" occurs, or the "per- Includes copyrighted material of Insurance GA 472 IL 10 17 Services Office, Inc.,with its permission. Page 2 of 3 sonal and advertising injury' offense is com- sured, this insurance is primary to any other mitted: insurance available to the additional insured 1. During the policy period; and described in Paragraphs A. and B. provided that: 2. Subsequent to your execution of the writ- 1. The additional insured is a Named In- ten contract or written agreement, or the sured under such other insurance; and issuance of a written permit or written au- thorization, described in Paragraphs A. 2. You have agreed in writing in a contract, and B. agreement, permit or authorization de- scribed in Paragraph A. or B. that this in- F. Except when G. below applies, the following is added to Section IV - Commercial General surance would be primary to any other in- surance available to the additional in- Liability Conditions, 5. Other Insurance, sured. and supersedes any provision to the contrary: As used in this endorsement, wrap-up insur- When Other Additional Insured Coverage ance means any insurance provided by a con- Applies On An Excess Basis solidated (wrap-up) insurance program. This insurance is primary to other insurance Primary And Noncontributory Insurance available to the additional insured described in When Required By Written Contract, Paragraphs A. and B.except: Agreement, Permit Or Authorization 1. As otherwise provided in Section IV - Except when wrap-up insurance applies to the Commercial General Liability Condi- claim or "suit' on behalf of the additional in- tions, 5. Other Insurance, b. Excess In- sured, this insurance is primary to and will not surance; or seek contribution from any other insurance 2. For any other valid and collectible insur- available to the additional insured described in ante available to the additional insured as Paragraphs A.and B. provided that: an additional insured by attachment of an 1. The additional insured is a Named In- endorsement to another insurance policy sured under such other insurance; and that is written on an excess basis. In such case, this insurance is also excess. 2. You have agreed in writing in a contract, G. The following is added to Section IV - Com- agreement, permit or authorization de- scribed in Paragraph A. or B. that this in- mercial General Liability Conditions, 5. surance would be primary and would not Other Insurance, and supersedes any provi- seek contribution from any other insur- sion to the contrary: ance available to the additional insured. Primary Insurance When Required By Writ- As used in this endorsement, wrap-up insur- ten Contract, Agreement, Permit Or Au- ance means any insurance provided by a con- thorization solidated (wrap-up) insurance program. Except when wrap-up insurance applies to the claim or "suit' on behalf of the additional in- Includes copyrighted material of Insurance GA 472 IL 10 17 Services Office, Inc.,with its permission. Page 3 of 3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: Policy Number: 01-01 -2025 �EBA 052 09 69 Named Insured: HANSON PROFESSIONAL SERVICES Countersigned by: (Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SECTION II - LIABILITY COVERAGE, A. Cover- age, I. Who is an Insured is amended to include as an insured any person or organization with which you have agreed in a valid written contract to provide insurance as is afforded by this policy. This provision is limited to the scope of the valid written contract. This provision does not apply unless the valid written contract has been executed prior to the "bodily injury" or "property damage" AA 4171 11 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION - AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: Policy Number: 01-01-2025 �EBA 052 09 69 Named Insured: HANSON PROFESSIONAL SERVICES Countersigned by. (Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. Blanket Waiver of Subrogation payments we make for "bodily injury' or"prop- erty damage" arising out of the operation of a covered "auto"when you have assumed liabil- TIONS, A. Loss Conditions, 5. Transfer of ity for such "bodily injury"or"property damage" Rights of Recovery Against Others to Us is under an "insured contract', provided the "bod- amended by the addition of the following: ily injury" or "property damage" occurs subse- We waive any right of recovery we may have quent to the execution of the "insured con- against any person or organization because of tract". AA 4172 09 09 74/21/2025 (MM/DDYYY) A�" CERTIFICATE OF LIABILITY INSURANCE /Y THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Linda BOmarlto Holmes Murphy&Associates PHONE FAx 2727 Grand Prairie Parkway A/c No EXt: 309-282-3903 AC, c No): Waukee IA 50263 ADDRESS: Ibomarito@holmesmurphy.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:XL Specialty Insurance 37885 INSURED HANPROPC INSURERB: Hanson Professional Services Inc. 1525 South 6th Street INSURER C: Springfield IL 62703 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:2082845299 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 I POLICY NUMBER MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑ PRO- POLICY ❑ LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability Y DPR5037979 1/1/2025 1/1/2026 Each Claim 10,000,000 (Claims Made) Aggregate 10,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project Reference:Contract#:6451 MSA for Professional Survey and Mapping Services PM/Rivera The Professional Liability policy includes a waiver of subrogation in favor of the certificate holder as required by written agreement with the insured, per policy terms and conditions. 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: Clarissa Johnson 1201 Leopard St. AUTHORIZED REPRESENTATIVE Corpus Christi TX 78469-9277 United Statesa Coo , t @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2. The specific nature and extent of the injury or damage that has been sustained; and 3. How the INSURED first became aware of such CIRCUMSTANCE(S), then any CLAIM(S) that may subsequently be made against the INSURED arising out of such reported CIRCUMSTANCE(S)shall be deemed to have been made on the date first written notice of the CIRCUMSTANCE(S) was received by the Company. This right conferred upon the INSURED in this Paragraph shall terminate at the end of the POLICY PERIOD and shall not exist during the Automatic Extended Reporting Period or Optional Extended Reporting Period. XI. OTHER CONDITIONS A. Cancellation This Policy may be canceled by the NAMED INSURED by surrender thereof to the Company or any of its authorized agents or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. This Policy may be canceled by the Company by mailing to the NAMED INSURED, at the address stated in Item 1. of the Declarations, written notice stating when, not less than thirty (30) days thereafter (or ten (10) days thereafter for non-payment of premium), such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the POLICY PERIOD. Delivery of such written notice either by the NAMED INSURED or by the Company shall be equivalent to mailing. If this Policy is canceled, earned premium shall be computed in accordance with the Company's guidelines with respect to cancellation. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. B. Action Against The Company No action may be brought against the Company unless, as a condition precedent thereto, there shall have been full compliance with all of the terms of this Policy, nor until the amount of the INSURED'S obligation to pay shall have been finally determined either by judgment against the INSURED in a contested proceeding after final judgment has been rendered and any appeal decided, or by written agreement of the INSURED, the claimant and the Company. No person or organization shall have any right under this Policy to join the Company as a party to any action against the INSURED to determine the INSURED'S liability, nor shall the INSURED or the INSURED'S legal representative join the Company in such action. Bankruptcy or insolvency of the INSURED or the INSURED'S estate shall not relieve the Company of any of its obligations hereunder. C. Assignment This Policy may not be assigned or transferred without written consent of the Company. D. Subrogation In the event of any payment under this Policy, the Company shall be subrogated to all the INSURED'S rights of recovery therefor against any person or organization, and the INSURED shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The INSURED shall do nothing after a CLAIM(S)to prejudice such rights. However, it is agreed that the Company waives its rights of subrogation under this Policy against clients of the INSURED as respects any CLAIM(S) arising from PROFESSIONAL SERVICES, or CONTRACTING SERVICES under the client's contract requiring waiver of subrogation, but only to the extent required by written contract. LDD 050 1116 Page 15 of 16 ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Issued to Hanson Professional Services Inc by XL Specialty Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF POLICY CANCELLATION— BLANKET NOTICE TO DESIGNATED ENTITIES This endorsement modifies insurance provided under the following: PROFESSIONAL, ENVIRONMENTAL AND NETWORK SECURITY LIABILITY POLICY—ARCHITECTS, CONSULTANTS AND ENGINEERS Section XI. OTHER CONDITIONS, Paragraph A. Cancellation is amended by the addition of the following: In the event that the Company cancels or non-renews this Policy during the POLICY PERIOD,the Company agrees to provide thirty (30) days' prior written notice of cancellation or non-renewal of this Policy to any entity with whom the NAMED INSURED agreed in a written contract or agreement would be provided with notice of cancellation or non-renewal of this Policy, provided that: 1. The Company receives, at least thirty (30)days prior to the date of cancellation or non-renewal, a written request from the NAMED INSURED to provide notice of cancellation to entities designated by the NAMED INSURED to receive such notice; and 2. The written request includes the name, address and email of each person or entity designated by the NAMED INSURED to receive such notice. The Company will assume that the list provided to the company by the NAMED INSURED is a complete and accurate list. This endorsement does not apply to non-renewal of the Policy at the end of the POLICY PERIOD or cancellation of the Policy for non-payment of premium to a premium finance company authorized to cancel the Policy. Furthermore, nothing contained in this endorsement shall be construed to provide any rights under the Policy to the entities receiving notice of cancellation pursuant to this endorsement, nor shall this endorsement amend or alter the effective date of cancellation stated in the cancellation notice issued to the NAMED INSURED. All other terms and conditions of the Policy remain unchanged. LDD 465 0620 Page 1 of 1 ©2020 X.L. America, Inc. All Rights Reserved. May not be copied without permission.