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C2025-230 - 4/1/2025 -Approved
SERVICE AGREEMENT NO. 6862 CONTRACT FOR PROFESSIONAL SERVICES FOR PROJECT 25046 — Grand Junction Drive Wapentate Drive to Cedar Pass Drive 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 (Director) and CDS MUERY, 100 NE Loop 410, Suite 300, San Antonio, Texas 78216 (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES 2 ARTICLE II QUALITY CONTROL 3 ARTICLE III COMPENSATION 3 ARTICLE IV TIME AND PERIOD OF SERVICE 5 ARTICLE V OPINIONS OF COST 5 ARTICLE VI INSURANCE REQUIREMENTS 5 ARTICLE VII INDEMNIFICATION 6 ARTICLE VIII TERMINATION OF AGREEMENT 6 ARTICLE IX RIGHT OF REVIEW AND AUDIT 7 ARTICLE X OWNER REMEDIES 8 ARTICLE XI CONSULTANT REMEDIES 8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION 8 ARTICLE XIII MISCELLANEOUS PROVISIONS 10 EXHIBITS Contract for Professional Services Page 1 of 13 ARTICLE I — SCOPE OF SERVICES 1.1 City and Consultant agree that the services provided are properly described in the Scope of Services, which is incorporated herein and attached to this Agreement as Exhibit A. 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 that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. Consultant will perform the Services in accordance with Exhibit A and with Consultant's response to the Request for Qualifications related to this project, which response is incorporated by reference into this Agreement as if set out here in its entirety. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. 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 Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder 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. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant (in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 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 City's General Conditions for Construction Contracts, excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A-1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. Contract for Professional Services Page 2 of 13 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 1.10 The Consultant agrees to conduct all communication through and perform all project -related functions utilizing the City's project management system known as e-Builder. This includes all correspondence, submittals, payment requests and processing, contract amendments and construction phase activities. ARTICLE II — QUALITY CONTROL 2.1 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. 2.2 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 the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $495,648.00 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule with their proposal. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if tasks requested requires an additional fee. Contract for Professional Services Page 3 of 13 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. 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. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. Consultant shall indemnify and hold City harmless from any liens, claims, security interests or encumbrances filed by anyone claiming by, through or under the items covered by payments made by City to Consultant. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase 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 as required by the terms of this Agreement, any such claim shall be waived. 3.12 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. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. Contract for Professional Services Page 4 of 13 The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV — TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 The term of this Agreement will be for a period of six years beginning on the effective date, unless extended by authority of the City Manager or designee. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Contracts and Procurement Department. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 The Consultant shall perform its services as expeditiously as is consistent with professional skill and care, as well as the orderly progress of the project, and at the time or times required by City. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project" refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V — OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights -of -way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence Contract for Professional Services Page 5 of 13 work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — 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, 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 VIII — TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 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. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 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 Contract for Professional Services Page 6 of 13 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. 8.3 Termination Procedure 8.3.1 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. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 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 IX — RIGHT OF REVIEW AND AUDIT 9.1 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. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). 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, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current 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. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. Contract for Professional Services Page 7 of 13 ARTICLE X — OWNER REMEDIES 10.1 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: 10.1.1 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; 10.1.2 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. 10.1.3 Losses are incurred because of errors and/or 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 errors and/or omissions in the documents. 10.2 When the City incurs non -value added work costs for change orders due to design errors and/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. 10.3 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. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, epidemics, 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. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. 12.1 Filing of Claims ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION Contract for Professional Services Page 8 of 13 12.1.1 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. 12.1.2 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. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 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 Mediation. 12.1.5 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. 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 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. 12.2.2.1 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. 12.2.2.2 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. 12.2.2.3 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. 12.2.2.4 The parties shall share the mediator's fee. Venue for mediation 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. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following Contract for Professional Services Page 9 of 13 standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 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 between the parties to this Agreement. 12.5 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. 12.6 No Waiver of Governmental Immunity. This Agreement is to perform a governmental function solely for the public benefit. Nothing in this Agreement shall be construed to waive City's governmental immunity from lawsuit, which immunity is expressly retained to the extent it is not clearly and unambiguously waived by state law. ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract 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. 13.2 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. 13.3 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. 13.4 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals 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. Contract for Professional Services Page 10 of 13 13.5 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. 13.6 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. 13.7 Entire Agreement. This Agreement 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. 13.8 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. 13.9 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.10 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://Drd.tecprd.ethicsefile.com/TECCertint/pages/login/certLogin.isf. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://ethics.state.tx.us/rules/commission/. 13.11 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. 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 https://www.corpuschristitx.gov/department-directory/city-secretary/conflict-disclosures/. 13.11 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. 13.12 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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 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. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant's Scope of Services,the Consultant's response to the Request for Qualifications related to this project, or in any other document prepared by Consultant and included herein, is in conflict with Articles I-XIII of this Agreement(Articles),the Articles shall take precedence and control to resolve said conflict. Contract for Professional Services Page 11 of 13 13.15 Consultant verifies that it does not boycott Israel and will not boycott Israel during the term of this Agreement; does not have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement; and does not boycott energy companies and will not boycott energy companies during the term of this Agreement. [Signature Page Follows] Contract for Professional Services Page 12 of 13 CITY OF CORPUS CHRISTI CDS MUERY vj aQ-1 11/06/2025 (7oh;i E RMhe 10/30/2025 Jeff dmonds(Nov 6,202511:09:20 CST) John E.Rothe(0ct30,202516:07:45 CDT) Jeff H. Edmonds, P.E. Date John E. Rothe, P.E., CFM Date Director of Engineering Services 100 NE Loop 410, Suite 300 San Antonio, TX 78216 (210) 581-1111 Office APPROVED AS TO LEGAL FORM: 11/06/2025 Jar7et Whitehead(Nov 6.111111:111 47 CSTI Assistant City Attorney Date Res.033614 Authorized By ATTEST Council 4/1/2025 Rebooca RL)orta 11/07/2025 RH/SB Rebecca Huerta(Nov 7,2025 09:20:39 CST) City Secretary Date Contract for Professional Services Page 13 of 13 EXHIBIT "A" CITY OF CORPUS CHRISTI, TEXAS "GRAND JUNCTION DRIVE (WAPENTATE DRIVE TO CEDAR PASS DRIVE)" PROJECT NO. 25046 BOND ISSUE 2024 I. SCOPE OF SERVICES A. BASIC SERVICES For the purpose of this Contract, Preliminary Phase may include Schematic Design and Design Phase services may include Design Development as applicable to Architectural/Engineering services. 1. Preliminary Phase. The Architect/Engineer (A/E), also referred to as Consultant, will: a) Attend Project Kick-off Meeting and distribute meeting minutes to attendees within five working days of the meeting. b) Provide recommended geotechnical investigations scope and coordinate testing with City's geotechnical Consultant. Proposed sites shall be approved by the City Project Manager prior to performing geotechnical investigation. c) Request and review available reports, record drawings, utility maps and other information provided by the City pertaining to the project area. d) Develop preliminary requirements for utility relocations, replacements or upgrades. Coordinate with the City's Project Manager and identify Operating Departments potential Project needs. e) Develop preliminary typical street sections and pavement sections, incorporating the City's Geotechnical Consultant's recommendations. All streets shall be designed with flexible and rigid pavements. f) Prepare preliminary opinions of probable construction costs for the recommended improvements. g) Develop a Drainage Area Map showing the existing and proposed drainage basins served by the Project storm system. h) Conduct preliminary hydraulic analysis to quantify the storm water design of existing and proposed systems. i) Identify electric and communication utility companies and private pipeline companies that may have existing facilities and must be relocated to accommodate the proposed improvements. Submit a list of identified companies to the City. j) Conduct preliminary analysis of lighting and traffic signalization, including existing equipment, above/below ground electrical service, lane designations, etc. Coordinate signal requirements with City Street Department. Provide recommendations for improvements/upgrades. k) The AE will participate in discussions with the Operating Department; Development Services and other agencies (such as the Texas Department of Transportation (TXDOT)and Texas Commission of Environmental Quality(TCEQ) as required to satisfactorily complete the Project. Any directions or changes to scope provided by the Operating Department or other agencies shall be reviewed with the City Engineering Department PM prior to including/excluding from the scope of work. EXHIBIT "A" Page 1 of 11 Revised June 2025 I) Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; upon request or concurrence of the Project Manager, coordinate with agencies such as RTA, USPS, affected school districts (CCISD), community groups, etc. m) Identify and recommend public outreach and community stakeholder requirements. n) Prepare an Engineering Letter Report(20—25 page main-body text document with supporting appendices) that documents the analyses, approach, opinions of probable construction costs, and document the work with text, tables, schematic- level exhibits and computer models or other applicable supporting documents required per City Plan Preparation Standards (CPPS). The Engineering Letter Report to include: 1. Provide a concise presentation of pertinent factors, sketches, designs, cross-sections, and parameters which will or may impact the design, including engineering design basis, preliminary layout sketches, construction sequencing, alignment, cross section, geotechnical testing report, sealed survey including topographic, right-of-way and utilities location information (per scope in Topographic and Right-of-Way (ROW) Survey services) , right-of-way requirements, conformance to master plans, identification of needed additional services, identification of needed permits and environmental consideration, existing and proposed utilities, existing electric and communication utility companies and private pipeline companies, identification of quality and quantity of materials of construction, and other factors required for a professional design. 2. Include existing site photos with location key map 3. Provide opinion of probable construction costs. 4. Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; meet as City agent or with City participation and coordinate with agencies such as TCEQ, RTA, CDBG, USPS, CCISD, community groups, TDLR, etc. 5. Summary of Geotechnical Report findings and criteria for pavement design, including the projected growth rate, 30-year ESAL estimate and SN value, 30 year pavement recommendation, etc. 6. Provide preliminary index of anticipated drawings and specifications. 7. Provide a preliminary summary table of anticipated required ROW parcels 8. Include Traffic Engineering Assessment with Average Daily Traffic (ADT) traffic counts along Grand Junction Drive and traffic counts for bicycle and pedestrians along the Schanen Hike and Bike Trail on the west side of Grand Junction Drive. o) Submit one (1) copy in an approved electronic format of the Draft Engineering Letter Report. p) Initiate ELR submittal discussion with City PM to brief PM on any concerns or issues prior to distribution of ELR submittal. q) Participate in Project review meeting with City staff and others on the Draft Engineering Letter Report as scheduled by City Project Manager. r) Address review comments and questions and provide written responses to the City PM. EXHIBIT "A" Page 2 of 11 Revised June 2025 s) Assimilate all City review comments into the Final Engineering Letter Report (ELR). Provide one (1) electronic copy using City Standards as applicable and suitable for reproduction. City staff will provide electronic copies of the following information (as applicable and requested through the City PM): a) Electronic index and database of City's Record Drawing and record information. b) Record Drawings and record information as available from City Engineering files. c) The preliminary budget, specifying the funds available for construction. d) A copy of existing studies and plans (as available from City Engineering files). e) Copy of Geotechnical Investigation Report. Note: Applicable Master Plans and GIS mapping are available on the City's website. The records provided for A/E's use under this Contract are proprietary, copyrighted, and authorized for use only by A/E, and only for the intended purpose of this project. Any unauthorized use or distribution of the records provided under this Contract is strictly prohibited. 2. Design Phase. Upon approval of the preliminary phase, designated by receiving authorization to proceed from the City Project Manager, the A/E will: a) Provide coordination with electric and communication utility companies and private pipeline companies that may have existing facilities and must be relocated to accommodate the proposed improvements. Inform private utility and pipeline owners whose facilities fall within the project limits of the proposed improvements. Identify areas of potential conflicts. Coordinate with private utility and pipeline owners to obtain needed locations of their respective utility/pipeline, including Level A SUE by private utility/pipeline owner as necessary. Coordinate necessary adjustments and provide a project schedule to utility/pipeline owner. Provide utility/pipeline relocation schedule to the City and update monthly. b) Coordinate with AEP and City Traffic Engineering to identify location of electrical power conduit for street lighting and traffic signalization. c) Identify the approximate locations and areas of existing utilities and pipelines that may have a significant potential impact on the proposed features or utilities and for which the existing location(s) cannot be adequately determined by the SUE investigation up to and including Level B, and which require a Level A exploratory excavation during the design phase. These critical locations and their basis of potential impact are to be clearly provided on a layout for the City PM. d) Provide assistance to identify potential needs for testing, handling and disposal of any hazardous materials and/or contaminated soils that may be discovered during construction (to be included under additional services). e) Prepare Construction Documents in City standard format for the work identified in the approved ELR. Construction plans to include improvements or modifications to the street, storm water, water, wastewater, gas, IT, signal, and lighting systems within the Project limits, per the Project scope. Include standard City of Corpus Christi detail sheets and specifications as applicable to the Project. 1. Prepare construction plans in compliance with CPPS using English units on full-size (22" x 34"). EXHIBIT "A" Page 3 of 11 Revised June 2025 2. Prepare Traffic Control and Construction Sequencing Plans. The TCP will include construction sequencing, typical cross section and construction phasing plan sheets, warning and barricades, as well as standards sheets for barricades, traffic control plan, work zone pavement markings and signage. 3. Provide pollution control measures and BMP layout for the Contractor's Storm Water Pollution Prevention Plan, using the City Standard Notes and BMP Detail Sheets as applicable. 4. Include computer model results and calculations used to analyze drainage. f) Submit the interim plans (60% submittal - electronic copies using City Standards as applicable) to City staff for review and approval purposes with 60% estimates of probable construction costs. Identify distribution list for plans and bid documents to all affected franchise utilities and stakeholders. 1. Required with the interim plans is: a. Design Submittal Packet Checklist b. Executive Summary of the 60%submittal,"which will identify and briefly summarize the Project by distinguishing key elements of the Project, decisions made, outstanding issues, items TBD, Opinion of Probable Construction Costs (OPCC) compared to construction budget and the schedule with changes identified. c. Project Submittal Checklist d. Drawing Review Checklist e. OPCC f. Drawings g. Draft Table of Contents with specification list 2. Initiate 60% submittal discussion with City PM to brief PM on any concerns or issues prior to distribution of 60% submittal. g) Participate in Project 60% review meeting. Prepare and distribute meeting meetings to attendees within five working days of the meeting. Assimilate all review comments, as appropriate, and upon confirmation from the City PM proceed to the 90% design. h) Submit the pre-final plans and bid documents (90% submittal - electronic copy using City Standards as applicable) to the City staff for review and approval purposes. Include the 90% estimate of probable construction costs, 90%submittal Executive Summary, Submittal Packet, Project, and Drawing Checklists, responses to previous review comments and the Contract Document Book with in- line Track Changes in red to identify all proposed edits to the City Construction Contracts. i) Participate in Project 90% review meeting. Prepare and distribute meeting meetings to attendees within five working days of the meeting. Assimilate all review comments, as appropriate, and proceed to the pre-ATA submittal. j) Provide one (1) set of the pre-ATA plans (100% unsealed and unstamped) in electronic copy using City Standards as applicable for City's Pre-ATA review. Include the pre-ATA OPCC and written responses to previous review comments. The pre-ATA(100%) submittal will not include a full distribution and review unless in the opinion of the City Project Manager the questions from the previous review have not been adequately addressed or resolved in the pre-ATA submittal. If this occurs, the PM may request additional distribution, meeting, review and related revisions at no additional cost to the City. See item (1) below. EXHIBIT "A" Page 4 of 11 Revised June 2025 k) Assimilate all pre-ATA comments, as appropriate, and provide one (1) set of the final plans and contract documents (signed and sealed, electronic copy using City Standards as applicable) suitable for reproduction. Said bid documents henceforth become the shared intellectual property of the City of Corpus Christi and the Consultant. The City agrees that any modifications of the submitted final plans (for other uses by the City)will be evidenced on the plans and be signed and sealed by a professional engineer prior to re-use of modified plans. 1) Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that all submittals accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City. Additional revisions or design submittals are required (and within the scope of Consultant's duties under this Contract) if, in the opinion of the City Engineer or designee, Consultant has not adequately addressed City-provided review comments or provided submittals in accordance with City standards. m) Prepare and submit Monthly Status Reports to the Project Manager no later than the last Wednesday of each month with action items developed from monthly progress and review meetings. The City staff will: a) Designate an individual to have responsibility, authority, and control for coordinating activities for the Project. b) Provide the budget for the Project specifying the funds available for the construction contract. c) Provide electronic copy the City's Standard Specifications, Standard Detail sheets, Front End Contract Documents, and forms for required bid documents. d) City will provide franchise utility maps for use for the project. Any coordination meeting with franchise utilities will be set up by Franchise Utility Coordinator. 3. Bid Phase. The A/E will: a) Participate in the pre-bid conference and submit agenda for critical construction activities and elements impacting the Project to PM prior to pre-bid conference. b) Assist the City in solicitation of bids by identification and notification of prospective bidders. c) Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format for Engineering Services' approval, any addenda or other revisions necessary to inform Contractors of approved changes prior to bidding. d) Attend bid opening, analyze and evaluate bids, and prepare bid tabulation in City format. Provide bid tabulation in Excel and PDF formats. e) AE shall review Statement of Experience and confirm it meets Contract requirements. AE shall contact three (3) lowest bidder's references for review and evaluation. Provide signed recommendation concerning award of the Contract on Company letterhead. f) In the event the lowest responsible bidder's bid exceeds the construction budget provided by the Engineering Services in accordance with the A/E's design phase OPCC estimate required above, the Engineer will confer with City staff and provide recommendations for potential remedy options to reconcile scope and/or budget, EXHIBIT "A" Page 5 of 11 Revised June 2025 and if necessary, make such revisions to the bid documents as the City staff deems necessary to re-advertise the Project for bids. g) Provide one (1) electronic set of conformed drawings and conformed Contract Documents (PDF and original format{CAD/word/etc.})to the City. The City staff will: a) Advertise the Project for bidding, maintain the list of prospective bidders, issue (with the assistance of the A/E) any addenda, supply bid tabulation forms, and conduct bid opening. b) Receive the Engineer's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. c) Prepare, review and provide copies of the Contract for execution between the City and the Contractor. 4. Construction Administration Phase. The A/E will perform contract administration to include the following: a) Participate in pre-construction meeting conference and provide a recommended agenda for critical construction activities and elements impacting the project. b) Review Contractor submittals and operating and maintenance manuals for conformance to Contract Documents. c) If requested by the City, review and interpret field and laboratory tests. d) Provide interpretations and clarifications of the Contract Documents for the Contractor and authorize required changes, which do not affect the Contractor's price and are not contrary to the general interest of the City under the Contract as requested by the Owner's Authorized Representative (OAR). e) Make periodic visits to the site of the Project to confer with the City Project Inspector and Contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the Contract Documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. f) Provide interpretations and clarifications of the plans and specifications for the Contractor and recommendations to the City for minor changes which do not affect the Contractor's price and are not contrary to the general interest of the City under the Contract as requested by the OAR g) Attend final inspection with City staff, provide punch list items to the City's Construction Engineers for Contractor completion, and provide the City with a Certificate of Completion for the Project upon successful completion of the Project. h) Review Contractor-provided construction "red-line" drawings. Prepare Project Record Drawings and provide a reproducible set and electronic file (both PDF and AutoCAD r.14 or later) within one (1) month of receiving the Contractor's red-line drawings. All drawings shall be CADD drawn using dwg format in AutoCAD, and graphics data will be in .dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. The Record Drawings should incorporate the Contractor's red-lines and identify all changes made during construction. The Drawing Cover and each sheet should be clearly identified as the Record Drawing and should indicate the basis and date. i) When requested by the OAR, assist in addressing Request for Information (RFI) submitted by the Contractor. EXHIBIT "A" Page 6 of 11 Revised June 2025 The City staff will: a) Prepare applications/estimates for payments to Contractor. b) Conduct the final inspection with the Engineer. B. ADDITIONAL SERVICES This section defines the scope of additional services that may only be included as part of this contract if authorized by the City PM. A/E may not begin work on any services under this section without specific written authorization by the City PM. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the City PM as required. The A/E shall, with written authorization for each additional services by the City PM, perform the following: 1. Permit Preparation. Furnish the City all engineering data and documentation necessary for all required permits. The A/E will prepare this documentation for all required signatures. The A/E will prepare and submit identified permits as applicable to the appropriate local, state, and federal authorities, including: a) Texas Department of Licensing and Regulation (TDLR) 1. Provide copy of Contract Documents along with appropriate fee to Texas Department of Licensing and Regulation (TDLR) for review and approval of accessibility requirements for pedestrian improvements (as authorized by Additional Services). 2. Coordinate RAS inspection services at the end of construction and pay associated fee. 2. Topographic and Right-of-Way (ROW) Survey. All work will comply with Category 1- A, Condition I specifications of the Texas Society of Professional Surveyors'Manual of Practice for Land Surveying in the State of Texas, latest edition. All work will be tied to and in conformance with the City's Global Positioning System (GPS) control network. All work must comply with all TxDOT requirements as applicable. Where applicable, include references tying Control Points to a minimum of two (2) registered NGS Benchmark Monuments, that have a published adjusted elevation and the monument has been recently located in the vicinity of the Project that will not be disturbed by construction. NGS monuments that have scaled or converted vertical values will not be used. Survey sheets shall be sealed by an RPLS, provided to the City and included in the bid document plan set. a) Establish secondary horizontal/vertical control within the limits of the project. b) Set primary project control points for Horizontal and Vertical Control outside the limits of area that will be disturbed by construction. Primary points will be aluminum rods driven to refusal and incased with a PVC tube at ground level. c) Horizontal control will be based on NAD 83 State plane coordinates (South Zone), and the data will have no adjustment factor applied — i.e. —the coordinate data will remain in grid. d) Vertical control will be based on NAVD 88(geoid 18). e) All vertical control work will be established using conventional digital leveling (non-GPS) methods. Perform topographic surveys to gather existing condition information. Horizontal control will be established using the GPS-RTN and OPUS observations. EXHIBIT "A" Page 7 of 11 Revised June 2025 f) Locate proposed soil/pavement core holes as drilled by the City's Geotechnical Engineering Consultant. g) Obtain x, y, and z three dimensional coordinates of all accessible existing wastewater, storm water, water, IT and gas lines as well as other lines marked and owned by third-parties and locate all above ground visible utilities, wells and signs within the apparent ROW width along project limits. Survey shall include utilities marked from the Texas 811 request. h) Open accessible manholes and inlets to obtain information on structure invert, type, and size; and all related pipe sizes (that are visible), type, invert, orientation, and flow direction. i) All marked and above ground visible utilities and including Level B subsurface engineering (SUE) is to be included in Topographic Survey. Surveying services related to Level A SUE are not included in Topographic and ROW Survey services, but shall be provided as part of the scope of work for SUE below, if needed. j) Locate existing features within the apparent ROW. k) Locate, tag, and identify trees, at least five inches in diameter, and areas of significant landscape or shrubs within the apparent ROW. 1) Generate electronic planimetric base map for use in project design. m) Obtain finished floor elevations of critical and habitable structures along the roadway corridor as needed to certify drainage design criteria are met. n) In areas that Right of Entry is granted and deemed necessary by the design engineer, the survey will not stop at the property line, but will extend beyond the property line as needed to pick up features and surface flow patterns in the vicinity of the Project that could potentially impact the design or be impacted by the construction. This includes features such as existing swales or ditches, foundations, loading docks/overhead doors, driveways, parking lots, etc. o) Research plats, ROW maps, deed, easements of public record, and survey for fence corners, monuments, and iron pins within the existing ROW and analyze to establish existing apparent ROW within the project limits p) Provide a preliminary base map containing apparent ROW, which will be used by the A/E to develop the proposed alignment and its position relative to the existing and proposed ROW. This preliminary base map must show lot or property lines, addresses, and significant business/facility names. 3. Public Involvement. Participate in public meeting and/or electronic design exhibit for website as directed by City Staff. After Final Engineering Letter Report, A/E shall provide electronic design exhibit and/or presentation design exhibit board as directed by City PM Prior to start of project construction, A/E shall provide electronic design exhibit and/or presentation design exhibit board as directed by City PM. Prepare exhibits for meetings. Provide follow-up and response to citizen comments. Revise contract drawings to address citizen comments, as directed by the City PM. Significant revisions based on public meeting feedback may be negotiated for an additional fee. 4. Subsurface Utility Investigation (Level A) SUE investigation for all utilities (City and third party)shall be conducted to Level B as part of Topographic Survey referenced above and in accordance with ASCE Standard "ASCE C-1, 38-22, "Standard Guidelines for Investigating and Documenting Existing Utilities". A sealed Level A SUE report shall be provided to the City and included in the bid documents as an appendix. EXHIBIT "A" Page 8 of 11 Revised June 2025 a) Provide subsurface utility engineering in accordance with ASCE Standard "ASCE C-I, 38-22, "Standard Guideline for Investigating and Documenting Existing Utilities", but not limited to, hydro-excavation. The proposed subsurface utility investigation will be as follows: i) Excavation — The SUE scope includes working with a subsurface utility excavator to perform up to three (3) Quality Level A testholes on underground utilities in specified areas through the project limit. Quality Level A includes the use of minimally intrusive excavation equipment at critical points to determine the horizontal and vertical position of underground utilities, as well as the type, size, condition, material, and other characteristics. Utilities located at this quality level will be physically located and tied to the topographic survey control. The utility will be identified, and an elevation will be obtained to the top of the utility. 5. Construction Observation Services. To Be Determined. 6. Warranty Phase. To Be Determined 7. Geotechnical Engineering Services. Our subconsultant, Raba Kistner, Inc. will provide Geotechnical Engineering Services to evaluate subsurface conditions along the subject roadway alignment, and to provide geotechnical information and construction guidelines for the design of the proposed roadway reconstruction. Review the proposal from Raba Kistner, Inc.for further information in the services provided. C. UTILITY FUNDS 1. Utility Design - Water. The existing 6-inch and 8-inch water mains within the project area will be replaced along Grand Junction Drive from Wapentate Drive to Cedar Pass Drive. The scope of work includes the Engineering Design, Bidding, and Construction Administration Phases for the water facility replacement of approximately 1,400 LF of 6- inch and 8-inch water mains. 2. Utility Design—Sanitary Sewer. There is an existing 12-inch sanitary sewer main within the project area along the north side of Grand Junction Drive extending approximately 525 feet westward from Wapentate Drive. It is anticipated that this existing 12-inch PVC sanitary sewer main will not be replaced, however, an existing sanitary sewer manhole along the 12-inch sanitary sewer main will need to be adjusted to the finished surface grade as part of the project. The scope of work includes the Engineering Design, Bidding, and Construction Administration Phases for the sanitary sewer facility surface grade adjustment of one (1) sanitary sewer manhole. 3. Utility Design — Gas. Prepare gas plans to loop four-inch plastic and two-inch steel gas mains along Grand Junction Drive near Sunlight Drive and Windows Drive. Plans will include gas general note, plan layouts, and details. Provide the services above authorized in addition to those items shown on Exhibit"A-V Task List, which provides supplemental description to Exhibit "A". Note: The Exhibit "A-V Task List does not supersede Exhibit "A". EXHIBIT "A" Page 9 of 11 Revised June 2025 II. SCHEDULE Date Activity Expected sometime in October 2025 NTP 10 Weeks from NTP Draft ELR submittal 2 Weeks City Review 3 Weeks Final ELR submittal 8 Weeks 60% Design Submittal 2 Weeks City Review 8 Weeks 90% Design Submittal 2 Weeks City Review 4 Weeks 100% Pre-ATA Submittal 3 Weeks Final Sealed Bid Package TBD Advertise for Bids TBD Pre-Bid Conference TBD Receive Bids TBD Contract Award TBD Begin Construction TBD Complete Construction TBD = To Be Determined. This project is design only for Bond 2024. III. FEES A. Fee for Basic Services. The City will pay the A/E a fixed fee for providing all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-4 above, and for all expenses incurred in performing these services. The fee for this project is subject to the availability of funds. The Engineer may be directed to suspend work pending receipt and appropriation of funds. For services provided, A/E will submit monthly statements for services rendered. The statement will be based upon A/E's estimate (and with City's concurrence) of the proportion of the total services actually completed at the time of billing. City will make prompt monthly payments in response to A/E's monthly statements. B. Fee for Additional Services. For services authorized by the Director of Engineering Services under Section I.B. "Additional Services", the City will pay the A/E a not-to-exceed fee as per the table below: EXHIBIT "A" Page 10 of 11 Revised June 2025 Summary of Fees Basic Services Fees Street Storm Water Wastewater Water Gas Total 1. Preliminary Phase $34,794.00 $8,718.00 $1,804.00 $6,146.00 $1,300.00 $52,762.00 2. Design Phase $205,591.00 $27,528.00 $9,327.00 $53,655.00 $5,731.00 $301,832.00 3. Bid Phase $7,108.00 $2,903.00 $1,441.00 $3,047.00 $588.00 $15,087.00 4. Construction Administration Phase $14,321.00 $5,108.00 $843.00 $4,324.00 $490.00 $25,086.00 Subtotal Basic Services Fees $261,814.00 $44,257.00 $13,415.00 $67,172.00 $8,109.00 $394,767.00 Additional Services Fees (Allowance) 1. Permit Preparation $3,014.00 $3,014.00 2. Topographic and ROW Survey $34,555.00 $4,785.00 $1,779.00 $4,228.00 $1,779.00 $47,126.00 3. ROW/Easement Acquisition Survey and Parcel Descriptions N/A N/A N/A N/A N/A N/A 4. Environmental Issues $6,744.00 $6,744.00 5. Public Involvement $2,457.00 $2,457.00 6. Subsurface Utility Investigation (Level A) $26,340.00 $26,340.00 7. Construction Observation Services TBD TBD TBD TBD TBD TBD 8. Warranty Phase TBD TBD TBD TBD TBD TBD 9. Televising Utility Lines N/A N/A N/A N/A N/A N/A 10. Geotechnical Engineering Services $15,200.00 $15,200.00 Subtotal Additional Services Fees $61,970.00 $4,785.00 $1,779.00 $30,568.00 $1,779.00 $100,881.00 Total Fee $323,784.00 $49,042.00 $15,194.00 $97,740.00 $9,888.00 $495,648.00 *Additional Services authorized by City PM as the services are needed. EXHIBIT "A" Page 11of11 Revised June 2025 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey O & M Manuals SCADA Subtotal Additional Services Summary of Fees: Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Contract Amd No. 1 Amd No. 2 Contract $1,000.00 $0.00 $0.00 $1,000.00 $2,000.00 $1,000.00 $0.00 $3,000.00 $500.00 $0.00 $250.00 $750.00 $2,500.00 $0.00 $1,000.00 $3,500.00 $6,000.00 $1,000.00 $1,250.00 $8,250.00 $2,000.00 $0.00 $0.00 $2,000.00 $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $1,627.00 $1,627.00 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD $2,000.00 $1,120.00 $1,627.00 $4,747.00 $6,000.00 $1,000.00 $1,250.00 $8,250.00 $2,000.00 $1,120.00 $1,627.00 $4,747.00 $8,000.00 $2,120.00 $2,877.00 $12,997.00 Current Invoice Previous Invoice Total Invoice $0.00 $1,000.00 $1,000.00 $1,000.00 $500.00 $1,500.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1,000.00 $1,500.00 $2,500.00 $500.00 $0.00 $500.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBD TBD TBD TBD TBD TBD TBD TBD TBD $500.00 $0.00 $500.00 $1,000.00 $1,500.00 $2,500.00 $500.00 $0.00 $500.00 $1,500.00 $1,500.00 $3,000.00 Sample form for: Payment Request AE Contract Revised 02/01/17 Remaining Percent Balance Complete $0.00 100.0% $1,500.00 50.0% $750.00 0.0% $3,500.00 0.0% $5,750.00 30.3% $1,500.00 25.0% $1,120.00 0.0% $1,627.00 0.0% TBD TBD TBD TBD TBD TBD $4,247.00 10.5% $5,750.00 30.3% $4,247.00 10.5% $9,997.00 23.1% Notes: A PURCHASE ORDER NUMBER MUST BE INCLUDED ON ALL INVOICES AND INVOICE CORRESPONDENCE. FAILURE TO COMPLY WILL RESULT IN DELAYED PAYMENT OF INVOICES. If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M). Exhibit B Page 1 of 1 EXHIBIT C 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 Contracts and Procurement 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 extended reporting period provisions and identify any limitations regarding who is insured. 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, by companies authorized 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. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Contracts and Procurement Exhibit C 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 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5)calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and 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 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 understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Exhibit C 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 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Pagel 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; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 5 of 22 4S. 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, Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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; S) 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 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 17 of 22 25.OS Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D 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 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 22 of 22 SUPPLIER NUMBER TO BE ASSIGNED BYZiTY- PURCHASING DIVISION City 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: Civil Design Services, Inc . dba CDS Muery P. O. BOX: STREET ADDRESS: 100 NE Loop 410, Ste 300CITY: San Antonio ZIP: 78216 FIRM IS: 1. Corporation ® 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) 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 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 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 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: John E . Rothe Title: President (Type or Print) Signature of Certifying Date: 10/2 4/2 0 2 5 Person: Al. 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. Client#: 159283 CDSMUERY DATE(MM/DD/YYYY) ACORD.,,, CERTIFICATE OF LIABILITY INSURANCE 10/27/2025 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Lily Easterling USI Southwest PHONE 713 490-4600 FAx 713-490-4700 A/C No Ext: A/C No 9811 Katy Freeway, Suite 500 E-MAIL ADDRESS: lily.easterling@usi.com g@ Houston,TX 77024 INSURER(S)AFFORDING COVERAGE NAIC# 713 490-4600 Arch Insurance Company 11150 INSURER A: P Y INSURED INSURER B: Civil Design Services, Inc. INSURER C: dba CDS Muery INSURER D: 100 NE Loop 410,Ste.300 INSURER E: San Antonio,TX 78216 INSURER F COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR 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 ADDLSUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR PREMISES Ea occuErrrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY D JECT D LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PR PerOacEIR cidenDAMAGE $ AUTOS ONLY AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PERTUTE OTH- AND EMPLOYERS'LIABILITY Y/N EIR ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICERIMEMBER 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 Liab PAAEP0123305 4/01/2025 04/01/2026 $5,000,000 per claim Claims Made& Rep $5,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE ; Project#25046/Bond Issue 2024; Project Name : Grand Junction Drive -Wapentate to Cedar Pass. The Professional Liability Policy provide a Blanket Waiver of Subrogation when required by written contract, except as prohibited by law. CERTIFICATE HOLDER CANCELLATION City of Corpus Christi SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn : Engineering Services ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 9277 Corpus Christi, TX 78469-9277 AUTHORIZED REPRESENTATIVE T/ ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) 1 of 1 The ACORD name and logo are registered marks of ACORD #S51535931/M48459713 PFMZP 710/24/2025 E(MM/DD/YYYY) ACORN° CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Julie McElderry Marsh& McLennan Agency LLC PHONE FAX 711 Broadway Suite 500 A/c No Ext: 210-223-9171 A/c No): San Antonio TX 78215 ADDRESS: Julie.McElderry@MarshMMA.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Employers Mutual Casualty Company 21415 INSURED CIVILDESIG5 INSURER B: North River Insurance Company 21105 Civil Design Services Inc. dba CDS/Muery INSURERC: 100 NE Loop 410 Ste 300 INSURERD: San Antonio TX 78216 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1881774321 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 A X COMMERCIAL GENERAL LIABILITY BBB8581 10/1/2025 10/1/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $500,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY L/'-1 PRO LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 6E67253 10/1/2025 10/1/2026 COMBINidED SINGLE LIMIT $1,000,000 Ea accent X 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 A X UMBRELLALIAB X OCCUR 6J67253 10/1/2025 10/1/2026 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$ $ 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 $ B Excess Liability 5228310708 10/1/2025 10/1/2026 $5,000,000 $5,000,000 Cyber Liability-Claims Made 3,000,000 10,0000 Ded DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Equipment Policy#7094637745 Effective 10/01/2025-2026 Continental Casualty Company NAICS#20443 Blanket Leased and Rented Equipment Limit:$300,000/Occurrence,$100,000/item;$1,000 Deductible. The General Liability and Auto Liability each include an endorsement providing Blanket Additional Insured,Blanket Primary and Non-Contributory,and Blanket See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Corpus Christi ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Engineering Services P.O. Box 9277 AUTHORIZED REPRESENTATIVE Corpus Christi TX 78469-9277 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CIVILDESIG5 LOC#: ACC o ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Marsh&McLennan Agency LLC Civil Design Services Inc. dba CDS/Muery POLICY NUMBER 100 NE Loop 410 Ste 300 San Antonio TX 78216 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Waiver of Subrogation status to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The General Liability provides a Blanket 30 Day Notice of Cancellation to the certificate holder,only when there is a written contract between the named insured and the certificate holder that requires such status. RE: Project ID:Project#25046/Bond Issue 2024; Project name:Grand Junction Drive-Wapentate to Cedar Pass. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION CONTRACT OR AGREEMENT INCLUDING COMPLETED OPERATIONS - PRIMARY AND NONCONTRIBUTORY This endorsement modifies the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM A. Section II — Who Is An Insured is amended to surveys, field orders, change orders or drawings include as an additional insured: and specifications; or 1. Any person or organization for whom you are b. Supervisory, inspection, architectural or performing operations when you and such engineering activities. person or organization have agreed in writing in This exclusion applies even if the claims against a contract or agreement that such person or any insured allege negligence or other wrongdoing organization be added as an additional insured in the supervision, hiring, employment, training or on your policy; and monitoring of others by the insured, if the 2. Any other person or organization you are "occurrence" which caused the "bodily injury" or required to add as an additional insured under "property damage", or the offense which caused the the contract or agreement described in "personal and advertising injury", involved the Paragraph 1. above. rendering of, or the failure to render, any Such person(s) or organization(s) is an additional professional architectural, engineering or surveying insured only with respect to liability for "bodily services. injury", "property damage" or "personal and C. With respect to the insurance afforded to these advertising injury" caused, in whole or in part, by: additional insureds, the following is added to a. Your acts or omissions; or Section III—Limits Of Insurance: b. The acts or omissions of those acting on The most we will pay on behalf of the additional your behalf; insured is the amount of insurance: in the performance of: 1. Required by the contract or agreement a. your ongoing operations for the additional described in Paragraph A.1.; or insured; or 2. Available under the applicable Limits of b. "Your work" for the additional insured and Insurance shown in the Declarations; included in the "products — completed whichever is less. operations hazard". This endorsement shall not increase the applicable However, the insurance afforded to such additional Limits of Insurance shown in the Declarations. insured described above: D. The following is added to the Other Insurance a. Only applies to the extent permitted by law; Condition and supersedes any provision to the and contrary: b. Will not be broader than that which you are Primary and Noncontributory Insurance required by the contract or agreement to This insurance is primary to and will not seek provide for such additional insured. contribution from any other insurance available to B. With respect to the insurance afforded to these an additional insured under your policy provided additional insureds, the following additional that: exclusion applies: (1) The additional insured is a Named Insured This insurance does not apply to "bodily injury," under such other insurance; and "property damage" and "personal and advertising (2) You have agreed in writing in a contract or injury" arising out of the rendering of, or the failure agreement that this insurance would be primary to render, any professional architectural, and would not seek contribution from any other engineering or surveying services including: insurance available to the additional insured. a. The preparing, approving, or failing to prepare E. All other terms and conditions of this policy remain or approve maps, shop drawings, opinions, reports, unchanged. CG7174.3(10-13) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT—AGGREGATE LIMITS OF INSURANCE (PER PROJECT) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The General Aggregate Limit under LIMITS OF INSURANCE (Section III) applies separately to each of your projects away from premises owned by or rented to you. Includes copyrighted material of Insurance Services Office, Inc.with its permission. Form CG7429 (Ed. 11-98) Copyright, Insurance Services Office, Inc., 1984 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ELITE EXTENSION - TEXAS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The COMMERCIAL GENERAL LIABILITY COVERAGE FORM is amended to include the following clarifications and extensions of coverage. The provisions of the Coverage Form apply unless modified by endorsement. A. EXPECTED OR INTENDED INJURY The aggregate limit listed above is the most we will Section I — Coverage A, Exclusion a. is amended pay for all damages because of "property damage" as follows: to property in the care custody and control of or property loaned to an insured during the policy a. "Bodily injury" or "property damage" expected period. or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" Any payment we make for damages because of or "property damage" resulting from the use of "property damage" to property in the care, custody reasonable force to protect persons or property. and control of or property loaned to an insured will B. NON-OWNED WATERCRAFT apply against the General Aggregate Limit shown in the declarations. Section I — Coverage A, Exclusion g.(2) is b. Our obligation to pay damages on your behalf amended as follows: applies only to the amount of damages in (2) A watercraft you do not own that is: excess of the deductible amount listed above. (a) Less than 60 feet long; and We may pay any part or all of the deductible amount listed above. We may pay any part or (b) Not being used to carry person(s) or all of the deductible amount to effect settlement property for a charge; of any claim or "suit" and upon notification by C. EXTENDED PROPERTY DAMAGE COVERAGE us, you will promptly reimburse us for that part Section I — Coverage A, Exclusions j.(3) and (4) is of the deductible we paid. amended to add the following: c. If two or more coverages apply under one Paragraphs (3) and (4) of this exclusion do not "occurrence", only the highest per claim apply to tools or equipment loaned to you, provided deductible applicable to these coverages will they are not being used to perform operations at apply. the time of loss. d. Insurance provided by this provision is excess over any other insurance, whether primary, SCHEDULE excess, contingent or any other basis. Since Limits Of Insurance Deductible insurance provided by this endorsement is excess, we will have no duty to defend any $5,000 Each Occurrence $250 Per Claim claim or "suit" to which insurance provided by $10,000 Annual Aggregate this endorsement applies if any other insurer has a duty to defend such a claim or "suit". If a. The each occurrence limit listed above is the no other insurer defends, we will undertake to most we will pay for all damages because of do so, but we will be entitled to the insured's "property damage" to property in the care, rights against all those other insurers. custody and control of or property loaned to an insured as the result of any one "occurrence", D. PROPERTY DAMAGE— ELEVATORS regardless of the number of: Section I—Coverage A.2. Exclusions paragraphs (1) insureds; j•(3), j.(4), j.(6) and k. do not apply to use of elevators. (2) claims made or"suits" brought; This insurance afforded by this provision is excess (3) persons or organizations making claims or over any valid and collectible property insurance bringing "suits". (including any deductible) available to the insured and Section IV — Commercial General Liability Conditions Paragraph 4. Other Insurance. CG7578.3(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 6 E. FIRE, LIGHTNING OR EXPLOSION DAMAGE a. Currently in effect or becomes effective Except where it is used in the term "hostile fire", the during the policy period; and word fire includes fire, lightning or explosion wherever b. Executed prior to an "occurrence" or it appears in the Coverage Form. offense to which this insurance would Under Section I — Coverage A, the last paragraph apply. (after the exclusions) is replaced with the following: However, the insurance afforded to such Exclusions c. through n. do not apply to damage by additional insured: fire, smoke or leakage from automatic fire protection a. Only applies to the extent permitted by law; systems to premises while rented to you or and temporarily occupied by you with permission of the b. Will not be broader than that which you are owner. A separate limit of insurance applies to this required by the contract or agreement to coverage as described in Section III — Limits of provide for such additional insured; and Insurance. F. MEDICAL PAYMENTS c. Applies only if the person or organization is not specifically named as an additional If Section I — Coverage C. Medical Payments insured under any other provision of, or Coverage is not otherwise excluded from this endorsement added to, Section II — Who Coverage Form: Is An Insured of this policy. The requirement, in the Insuring Agreement of 2. As provided herein, the insurance coverage Coverage C., that expenses must be incurred and provided to such additional insureds is limited reported to us within one year of the accident date is to: changed to three years. G. SUPPLEMENTARY PAYMENTS a. Any Controlling Interest, but only with respect to their liability arising out of their Supplementary Payments — Coverages A and B financial control of you; or premises they Paragraphs 1.b. and 1.d. are replaced by the own, maintain, or control while you lease or following: occupy these premises. 1.b.Up to $5,000 for cost of bail bonds required This insurance does not apply to structural because of accidents or traffic law violations alterations, new construction and arising out of the use of any vehicle to which the demolition operations performed by or for Bodily Injury Liability Coverage applies. We do that person or organization. not have to furnish these bonds. b. Any architect, engineer, or surveyor 1.d.All reasonable expenses incurred by the insured engaged by you but only with respect to at our request to assist us in the investigation or liability for "bodily injury", "property defense of the claim or "suit", including actual damage" or "personal and advertising loss of earnings up to $500 a day because of injury" caused, in whole or in part, by your time off from work. acts or omissions or the acts or omissions H. SUBSIDIARIES AS INSUREDS of those acting on your behalf: Section II — Who Is An Insured is amended to add (1) In connection with your premises; or the following: (2) In the performance of your ongoing 1.f. Any legally incorporated subsidiary in which you operations. own more than 50% of the voting stock on the With respect to the insurance afforded to effective date of this policy. However, insured these additional insureds, the following does not include any subsidiary that is an insured additional exclusion applies: under any other general liability policy, or would have been an insured under such a policy but for This insurance does not apply to "bodily termination of that policy or the exhaustion of that injury policy's limits of liability. advertising injury" arising out of the property damage" or"personal and rendering of or the failure to render any I. BLANKET ADDITIONAL INSUREDS — AS professional services by or for you, REQUIRED BY CONTRACT including: 1. Section II — Who Is An Insured is amended to (1) The preparing, approving, or failing to include as an additional insured any person(s) or prepare or approve, maps, shop organization(s)subject to provisions in Paragraph drawings, opinions, reports, surveys, 2. below, (hereinafter referred to as additional field orders, change orders or drawings insured) when you and such person(s) or and specifications; or organization(s) have agreed in a written contract (2) Supervisory, inspection, architectural or or written agreement that such person(s) or organization(s) be added as an additional insured engineering activities. on your policy provided that the written contract or agreement is: CG7578.3(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 2 of 6 This exclusion applies even if the claims This insurance does not apply to: against any insured allege negligence or (a) "Bodily injury", "property damage" or other wrongdoing in the supervision, hiring, "personal and advertising injury" employment, training or monitoring of arising out of operations performed others by that insured, if the "occurrence" for the federal government, state or which caused the "bodily injury" or municipality; or "property damage", or the offense which caused the "personal and advertising (b) "Bodily injury" or "property damage" injury", involved the rendering of or the included within the "products- failure to render any professional services completed operations hazard". by or for you. e. Any vendor, but only with respect to "bodily c. Any manager or lessor of a premises injury" or "property damage" arising out of leased to you, but only with respect to "your products" which are distributed or sold liability arising out of the ownership, in the regular course of the vendor's maintenance or use of that part of a business. premises leased to you, subject to the With respect to the insurance afforded to following additional exclusions: these vendors, the following additional This insurance does not apply to: exclusions apply: (1) Any "occurrence" which takes place (1) The insurance afforded any vendor does after you cease to be a tenant in that not apply to: premises. (a) "Bodily injury" or "property damage" (2) Structural alterations, new construction for which any vendor is obligated to or demolition operations performed by pay damages by reason of the or on behalf of such additional insured. assumption of liability in a contract or d. Any state or governmental agency or agreement. This exclusion does not subdivision or political subdivision, subject to apply to liability for damages that any vendor would have in the absence of the following: the contract or agreement; (1) This insurance applies only with respect (b) Any express warranty unauthorized to the following hazards for which any by you; state or governmental agency or subdivision or political subdivision has (c) Any physical or chemical change in issued a permit or authorization in the product made intentionally by connection with premises you own, rent any vendor; or control and to which this insurance (d) Repackaging, except when applies: unpacked solely for the purpose of (a) The existence, maintenance, repair, inspection, demonstration, testing, construction, erection or removal of or the substitution of parts under advertising signs, awnings, instructions from the manufacturer, canopies, cellar entrances, coal and then repackaged in the original holes, driveways, manholes, container; marquees, hoist away openings, (e) Any failure to make such sidewalk vaults, street banners or inspections, adjustments, tests or decorations and similar exposures; servicing as any vendor has or agreed to make or normally (b) The construction, erection or undertakes to make in the usual removal of elevators; or course of business, in connection (c) The ownership, maintenance or use with the distribution or sale of the of any elevators covered by this products; insurance. (f) Demonstration, installation, (2) This insurance applies only with respect servicing or repair operations, to operations performed by you or on except such operations performed your behalf for which any state or at any vendor's premises in governmental agency or subdivision or connection with the sale of the product; political subdivision has issued a permit or authorization. (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for any vendor; or CG7578.3(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 3 of 6 (h) "Bodily injury" or "property A person's or organization's status as an damage" arising out of the sole additional insured under this endorsement negligence of any vendor for its ends when their contract or agreement with own acts or omissions or those of you for such leased equipment ends. its employees or anyone else With respect to the insurance afforded to acting on its behalf. However, this these additional insureds, this insurance exclusion does not apply to: does not apply to any "occurrence" which (1) The exceptions contained in takes place after the equipment lease Subparagraphs (d) or (f); or expires. (ii) Such inspections, adjustments, L Any Owners, Lessees, or Contractors for tests or servicing as any whom you are performing operations, but vendor has agreed to make or only with respect to liability for "bodily normally undertakes to make in injury", "property damage" or"personal and the usual course of business, advertising injury" caused, in whole or in in connection with the part, by: distribution or sale of the (1) Your acts or omissions; or products. (2) This insurance does not apply to any (2) The acts omissions of those acting insured person or organization, from on your behalf; whom you have acquired such in the performance of your ongoing products, or any ingredient, part or operations for the additional insured. container, entering into, accompanying A person's or organization's status as an or containing such products. additional insured under this endorsement f. Any Mortgagee, Assignee Or Receiver, but ends when your operations for that only with respect to their liability as additional insured are completed. mortgagee, assignee, or receiver and With respect to the insurance afforded to arising out of the ownership, maintenance, these additional insureds, the following or use of the premises by you. additional exclusions apply: PP Y: This insurance does not apply to structural This insurance does not apply to: alterations, new construction and demolition operations performed by or for (1) "Bodily injury", "property damage" or that person or organization. "personal and advertising injury" arising g. Any Owners Or Other Interests From out of the rendering of, or the failure to Whom Land Has Been Leased, but only render, any professional architectural, with respect to liability arising out of the engineering or surveying services, ownership, maintenance or use of that part including: of the land leased to you. (a) The preparing, approving, or failing With respect to the insurance afforded to to prepare or approve, maps, shop drawings, opinions, reports, these additional insureds, the following surveys, field orders, change additional exclusions apply: orders or drawings and (1) This insurance does not apply to: specifications; or (a) Any "occurrence" which takes (b) Supervisory, inspection, place after you cease to lease that architectural or engineering land; activities. (b) Structural alterations, new This exclusion applies even if the claims construction or demolition against any insured allege negligence or operations performed by or on other wrongdoing in the supervision, hiring, behalf of such additional insured. employment, training or monitoring of h. Any person or organization from whom you others by that insured, if the "occurrence" lease equipment, but only with respect to which caused the "bodily injury" or liability for "bodily injury", "property "property damage", or the offense which damage" or "personal and advertising caused the "personal and advertising injury" caused, in whole or in part by your injury", involved the rendering of or the maintenance, operation or use of failure to render any professional equipment leased to you by such person(s) architectural, engineering or surveying or organization(s). services. CG7578.3(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 4 of 6 (2) "Bodily injury" or "property damage" a. Required by the contract or agreement; or occurring after: b. Available under the applicable Limits of (a) All work, including materials, parts Insurance shown in the Declarations; or equipment furnished in whichever is less. connection with such work, on the project (other than service, This endorsement shall not increase the maintenance or repairs) to be applicable Limits of Insurance shown in the performed by or on behalf of the Declarations. additional insured(s) at the location J. COVERAGE FOR INJURY TO CO-EMPLOYEES of the covered operations has been AND/OR YOUR OTHER VOLUNTEER WORKERS completed; or Section II—Who is an Insured, Paragraph 2.a. (1) (b) That portion of "your work" out of is amended to add the following: which the injury or damage arises e. Paragraphs (a), (b), and (c) do not apply to has been put to its intended use by your "employees" or "volunteer workers" with any person or organization other respect to "bodily injury" to a co-"employee" or than another contractor or other"volunteer worker". subcontractor engaged in performing operations for a Damages owed to an injured co-"employee" or principal as a part of the same "volunteer worker" will be reduced by any project. amount paid or available to the injured co- j. Any Grantor of Licenses to you, but only "employee" or "volunteer worker" under any with respect to their liability as grantor of other valid and collectible insurance. licenses to you. K. HEALTH CARE SERVICE PROFESSIONALS AS Their status as additional insured under INSUREDS -INCIDENTAL MALPRACTICE this endorsement ends when: Section II—Who is an Insured, Paragraph 2.a. (1) 1. The license granted to you by such (d) is amended as follows: person(s) or organization(s) expires; or This provision does not apply to Nurses, 2. Your license is terminated or revoked Emergency Medical Technicians, or Paramedics by such person(s) or organization(s) who provide professional health care services on prior to expiration of the license as your behalf. stipulated by the contract or However this exception does not apply if you are in agreement. the business or occupation of providing any such k. Any Grantor of Franchise, but only with professional services. respect to their liability as grantor of a L. NEWLY FORMED OR ACQUIRED ORGANIZATIONS franchise to you. Section II —Who Is An Insured, Paragraph 3.a. is I. Any Co-owner of Insured Premises, but replaced by the following: only with respect to their liability as co- 3.a. Coverage under this provision is afforded until owner of any insured premises. the end of the policy period. m. Any Concessionaires Trading Under Your This provision does not apply if newly formed Name, but only with respect to their liability or acquired organizations coverage is as a concessionaire trading under your excluded either by the provisions of the name. Coverage Form or by endorsements. 3. Any insurance provided to any additional M. DAMAGE TO PREMISES RENTED TO YOU insured does not apply to "bodily injury"'"property damage" or "personal and advertising Section III — Limits of Insurance, Paragraph 6. is injury" arising out of the sole negligence or replaced by the following: willful misconduct of the additional insured or its Subject to 5.a. above, the Damage To Premises agents, "employees" or any other Rented To You Limit, or $500,000, whichever is representative of the additional insured. higher, is the most we will pay under Coverage A 4. With respect to the insurance afforded to these for damages because of "property damage" to any additional insureds, the following is added to one premises, while rented to you, or in the case of Section III—Limits of Insurance: damage by fire, lightning, explosion, smoke or leakage from automatic protection systems, while If coverage provided to any additional insured rented to you or temporarily occupied by you with is required by a contract or agreement, the permission of the owner. most we will pay on behalf of the additional insured is the amount of insurance: CG7578.3(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 5 of 6 N. MEDICAL PAYMENTS—INCREASED LIMITS (1) The additional insured is a Named Insured under Section III — Limits of Insurance, Paragraph 7. is such other insurance;and replaced by the following: (2) You have agreed in writing in a contract or 7. Subject to Paragraph 5. above, $10,000 is the agreement that this insurance would be primary Medical Expense Limit we will pay under and would not seek contribution from any other Coverage C for all medical expenses because insurance available to the additional insured. of "bodily injury" sustained by any one person, However, if the additional insured has been added unless the amount shown on the Declarations as an additional insured on other policies, whether of this Coverage Part for Medical Expense Limit primary, excess, contingent or on any other basis, states: this insurance is excess over any other insurance (a) No Coverage; or regardless of the written agreement between you and an additional insured. 1,000; or Q. UNINTENTIONAL FAILURE TO DISCLOSE (c) $ EXPOSURES (d) A limit higher than $10,000. Section IV — Commercial General Liability O. DUTIES IN THE EVENT OF OCCURRENCE, Conditions Paragraph 6. Representations is OFFENSE, CLAIM OR SUIT amended to add the following: Section IV — Commercial General Liability If you unintentionally fail to disclose any exposures Conditions Paragraph 2. is amended to add the existing at the inception date of your policy, we will not following: deny coverage under the Coverage Form solely 1. The requirement in Condition 2.a. that you must because of such failure to disclose. However, this see to it that we are notified as soon as provision does not affect our right to collect additional practicable of an "occurrence" or an offense premium or exercise our right of cancellation or non- which may result in a claim, applies only when renewal. the "occurrence" or offense is known to: This provision does not apply to any known injury or (1) You, if you are an individual or a limited damage which is excluded under any other provision of liability company; this policy. (2) A partner, if you are a partnership; R. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (3) A member or manager, if you are a limited liability company; Section IV — Commercial General Liability Condition Paragraph 8. Transfer Of Rights Of (4) An "executive officer" or insurance Recovery Against Others To Us is amended to add manager, if you are a corporation; or the following: (5) A trustee, if you are a trust. We waive any right of recovery we may have against 2. The requirement in Condition 2.b. that you any person or organization because of payments we must see to it that we receive notice of a claim make for injury or damage arising out of: or "suit' as soon as practicable will not be 1. Your ongoing operations; or considered breached unless the breach occurs after such claim or"suit' is known to: 2. "Your work" included in the "products-completed (1) You, if you are an individual or a limited operations hazard". ability company; However, this waiver applies only when you have agreed in writing to waive such rights of recovery in a (2) A partner, if you are a partnership; contract or agreement, and only if the contract or (3) A member or manager, if you are a limited agreement: liability company; 1. Is in effect or becomes effective during the term of (4) An "executive officer" or insurance this policy;and manager, if you are a corporation; or 2. Was executed prior to loss. (5) A trustee, if you are a trust. S. MENTAL ANGUISH P. PRIMARY AND NONCONTRIBUTORY — Section V—Definition 3. is replaced by the following: ADDITIONAL INSURED EXTENSION Section IV — Commercial General Liability "Bodily injury" means bodily injury, sickness or disease Conditions Paragraph 4. Other Insurance is sustained by a person, including mental anguish or amended to add the following: death resulting from bodily injury,sickness or disease. This insurance is primary to and will not seek T. LIBERALIZATION contribution from any other insurance available to If we revise this endorsement to provide greater an additional insured under your policy provided coverage without additional premium charge, we will that: automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. CG7578.3(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 6 of 6 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ELITE EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The COMMERCIAL GENERAL LIABILITY COVERAGE FORM is amended to include the following clarifications and extensions of coverage. The provisions of the Coverage Form apply unless modified by endorsement. A. EXPECTED OR INTENDED INJURY The aggregate limit listed above is the most we will Section I — Coverage A, Exclusion a. is amended pay for all damages because of "property damage" as follows: to property in the care custody and control of or property loaned to an insured during the policy a. "Bodily injury" or "property damage" expected period. or intended from the standpoint of an insured. This exclusion does not apply to "bodily injury" Any payment we make for damages because of or "property damage" resulting from the use of "property damage" to property in the care, custody reasonable force to protect persons or property. and control of or property loaned to an insured will B. NON-OWNED WATERCRAFT apply against the General Aggregate Limit shown in the declarations. Section I — Coverage A, Exclusion g.(2) is b. Our obligation to pay damages on your behalf amended as follows: applies only to the amount of damages in (2) A watercraft you do not own that is: excess of the deductible amount listed above. (a) Less than 60 feet long; and We may pay any part or all of the deductible amount listed above. We may pay any part or (b) Not being used to carry person(s) or all of the deductible amount to effect settlement property for a charge; of any claim or "suit" and upon notification by C. EXTENDED PROPERTY DAMAGE COVERAGE us, you will promptly reimburse us for that part Section I — Coverage A, Exclusions j.(3) and (4) is of the deductible we paid. amended to add the following: c. If two or more coverages apply under one Paragraphs (3) and (4) of this exclusion do not "occurrence", only the highest per claim apply to tools or equipment loaned to you, provided deductible applicable to these coverages will they are not being used to perform operations at apply. the time of loss. d. Insurance provided by this provision is excess over any other insurance, whether primary, SCHEDULE excess, contingent or any other basis. Since Limits Of Insurance Deductible insurance provided by this endorsement is excess, we will have no duty to defend any $5,000 Each Occurrence $250 Per Claim claim or "suit" to which insurance provided by $10,000 Annual Aggregate this endorsement applies if any other insurer has a duty to defend such a claim or "suit". If a. The each occurrence limit listed above is the no other insurer defends, we will undertake to most we will pay for all damages because of do so, but we will be entitled to the insured's "property damage" to property in the care, rights against all those other insurers. custody and control of or property loaned to an D. PROPERTY DAMAGE— ELEVATORS insured as the result of any one "occurrence", regardless of the number of: Section I—Coverage A.2. Exclusions paragraphs (1) insureds; j•(3), j.(4), j.(6) and k. do not apply to use of elevators. This insurance afforded by this provision (2) claims made or"suits" brought; is excess over any valid and collectible property (3) persons or organizations making claims or insurance (including any deductible) available to bringing "suits". the insured and Section IV— Commercial General Liability Conditions Paragraph 4. Other Insurance is changed accordingly. CG7578(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 6 E. FIRE, LIGHTNING OR EXPLOSION DAMAGE a. Currently in effect or becomes effective Except where it is used in the term "hostile fire", the during the policy period; and word fire includes fire, lightning or explosion wherever b. Executed prior to an "occurrence" or it appears in the Coverage Form. offense to which this insurance would Under Section I — Coverage A, the last paragraph apply. (after the exclusions) is replaced with the following: However, the insurance afforded to such Exclusions c. through n. do not apply to damage by additional insured: fire, smoke or leakage from automatic fire protection a. Only applies to the extent permitted by law; systems to premises while rented to you or and temporarily occupied by you with permission of the b. Will not be broader than that which you are owner. A separate limit of insurance applies to this required by the contract or agreement to coverage as described in Section III — Limits of provide for such additional insured; and Insurance. F. MEDICAL PAYMENTS c. Applies only if the person or organization is not specifically named as an additional If Section I — Coverage C. Medical Payments insured under any other provision of, or Coverage is not otherwise excluded from this endorsement added to, Section II — Who Coverage Form: Is An Insured of this policy. The requirement, in the Insuring Agreement of 2. As provided herein, the insurance coverage Coverage C., that expenses must be incurred and provided to such additional insureds is limited reported to us within one year of the accident date is to: changed to three years. G. SUPPLEMENTARY PAYMENTS a. Any Controlling Interest, but only with respect to their liability arising out of their Supplementary Payments — Coverages A and B financial control of you; or premises they Paragraphs 1.b. and 1.d. are replaced by the own, maintain, or control while you lease or following: occupy these premises. 1.b.Up to $5,000 for cost of bail bonds required This insurance does not apply to structural because of accidents or traffic law violations alterations, new construction and arising out of the use of any vehicle to which the demolition operations performed by or for Bodily Injury Liability Coverage applies. We do that person or organization. not have to furnish these bonds. b. Any architect, engineer, or surveyor 1.d.All reasonable expenses incurred by the insured engaged by you but only with respect to at our request to assist us in the investigation or liability for "bodily injury", "property defense of the claim or "suit", including actual damage" or "personal and advertising loss of earnings up to $500 a day because of injury" caused, in whole or in part, by your time off from work. acts or omissions or the acts or omissions H. SUBSIDIARIES AS INSUREDS of those acting on your behalf: Section II — Who Is An Insured is amended to add (1) In connection with your premises; or the following: (2) In the performance of your ongoing 1.f. Any legally incorporated subsidiary in which you operations. own more than 50% of the voting stock on the With respect to the insurance afforded to effective date of this policy. However, insured these additional insureds, the following does not include any subsidiary that is an insured additional exclusion applies: under any other general liability policy, or would have been an insured under such a policy but for This insurance does not apply to "bodily termination of that policy or the exhaustion of that injury policy's limits of liability. advertising injury" arising out of the property damage" or"personal and rendering of or the failure to render any I. BLANKET ADDITIONAL INSUREDS — AS professional services by or for you, REQUIRED BY CONTRACT including: 1. Section II — Who Is An Insured is amended to (1) The preparing, approving, or failing to include as an additional insured any person(s) or prepare or approve, maps, shop organization(s)subject to provisions in Paragraph drawings, opinions, reports, surveys, 2. below, (hereinafter referred to as additional field orders, change orders or drawings insured) when you and such person(s) or and specifications; or organization(s) have agreed in a written contract (2) Supervisory, inspection, architectural or or written agreement that such person(s) or organization(s) be added as an additional insured engineering activities. on your policy provided that the written contract or agreement is: CG7578(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 2 of 6 This exclusion applies even if the claims This insurance does not apply to: against any insured allege negligence or (a) "Bodily injury", "property damage" or other wrongdoing in the supervision, hiring, "personal and advertising injury" employment, training or monitoring of arising out of operations performed others by that insured, if the "occurrence" for the federal government, state or which caused the "bodily injury" or municipality; or "property damage", or the offense which caused the "personal and advertising (b) "Bodily injury" or "property damage" injury", involved the rendering of or the included within the "products- failure to render any professional services completed operations hazard". by or for you. e. Any vendor, but only with respect to "bodily c. Any manager or lessor of a premises injury" or "property damage" arising out of leased to you, but only with respect to "your products" which are distributed or sold liability arising out of the ownership, in the regular course of the vendor's maintenance or use of that part of a business. premises leased to you, subject to the With respect to the insurance afforded to following additional exclusions: these vendors, the following additional This insurance does not apply to: exclusions apply: (1) Any "occurrence" which takes place (1) The insurance afforded any vendor does after you cease to be a tenant in that not apply to: premises. (a) "Bodily injury" or "property damage" (2) Structural alterations, new construction for which any vendor is obligated to or demolition operations performed by pay damages by reason of the or on behalf of such additional insured. assumption of liability in a contract or d. Any state or governmental agency or agreement. This exclusion does not subdivision or political subdivision, subject to apply to liability for damages that any vendor would have in the absence of the following: the contract or agreement; (1) This insurance applies only with respect (b) Any express warranty unauthorized to the following hazards for which any by you; state or governmental agency or subdivision or political subdivision has (c) Any physical or chemical change in issued a permit or authorization in the product made intentionally by connection with premises you own, rent any vendor; or control and to which this insurance (d) Repackaging, except when applies: unpacked solely for the purpose of (a) The existence, maintenance, repair, inspection, demonstration, testing, construction, erection or removal of or the substitution of parts under advertising signs, awnings, instructions from the manufacturer, canopies, cellar entrances, coal and then repackaged in the original holes, driveways, manholes, container; marquees, hoist away openings, (e) Any failure to make such sidewalk vaults, street banners or inspections, adjustments, tests or decorations and similar exposures; servicing as any vendor has or agreed to make or normally (b) The construction, erection or undertakes to make in the usual removal of elevators; or course of business, in connection (c) The ownership, maintenance or use with the distribution or sale of the of any elevators covered by this products; insurance. (f) Demonstration, installation, (2) This insurance applies only with respect servicing or repair operations, to operations performed by you or on except such operations performed your behalf for which any state or at any vendor's premises in governmental agency or subdivision or connection with the sale of the product; political subdivision has issued a permit or authorization. (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for any vendor; or CG7578(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 3 of 6 (h) "Bodily injury" or "property A person's or organization's status as an damage" arising out of the sole additional insured under this endorsement negligence of any vendor for its ends when their contract or agreement with own acts or omissions or those of you for such leased equipment ends. its employees or anyone else With respect to the insurance afforded to acting on its behalf. However, this these additional insureds, this insurance exclusion does not apply to: does not apply to any "occurrence" which (1) The exceptions contained in takes place after the equipment lease Subparagraphs (d) or (f); or expires. (ii) Such inspections, adjustments, L Any Owners, Lessees, or Contractors for tests or servicing as any whom you are performing operations, but vendor has agreed to make or only with respect to liability for "bodily normally undertakes to make in injury", "property damage" or"personal and the usual course of business, advertising injury" caused, in whole or in in connection with the part, by: distribution or sale of the (1) Your acts or omissions; or products. (2) This insurance does not apply to any (2) The acts omissions of those acting insured person or organization, from on your behalf; whom you have acquired such in the performance of your ongoing products, or any ingredient, part or operations for the additional insured. container, entering into, accompanying A person's or organization's status as an or containing such products. additional insured under this endorsement f. Any Mortgagee, Assignee Or Receiver, but ends when your operations for that only with respect to their liability as additional insured are completed. mortgagee, assignee, or receiver and With respect to the insurance afforded to arising out of the ownership, maintenance, these additional insureds, the following or use of the premises by you. additional exclusions apply: PP Y: This insurance does not apply to structural This insurance does not apply to: alterations, new construction and demolition operations performed by or for (1) "Bodily injury", "property damage" or that person or organization. "personal and advertising injury" arising g. Any Owners Or Other Interests From out of the rendering of, or the failure to Whom Land Has Been Leased, but only render, any professional architectural, with respect to liability arising out of the engineering or surveying services, ownership, maintenance or use of that part including: of the land leased to you. (a) The preparing, approving, or failing With respect to the insurance afforded to to prepare or approve, maps, shop drawings, opinions, reports, surveys, these additional insureds, the following field orders, change orders or additional exclusions apply: drawings and specifications; or (1) This insurance does not apply to: (b) Supervisory, inspection, architectural (a) Any "occurrence" which takes or engineering activities. place after you cease to lease that This exclusion applies even if the claims land; or against any insured allege negligence or (b) Structural alterations, new other wrongdoing in the supervision, hiring, construction or demolition employment, training or monitoring of operations performed by or on others by that insured, if the "occurrence" behalf of such additional insured. which caused the "bodily injury" or h. Any person or organization from whom you "property damage", or the offense which lease equipment, but only with respect to caused the "personal and advertising liability for "bodily injury", "property injury", involved the rendering of or the damage" or "personal and advertising failure to render any professional injury" caused, in whole or in part by your architectural, engineering or surveying maintenance, operation or use of services. equipment leased to you by such person(s) (2) "Bodily injury" or "property damage" or organization(s). occurring after: CG7578(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 4 of 6 (a) All work, including materials, parts This endorsement shall not increase the or equipment furnished in applicable Limits of Insurance shown in the connection with such work, on the Declarations. project (other than service, J. COVERAGE FOR INJURY TO CO-EMPLOYEES maintenance or repairs) to be AND/OR YOUR OTHER VOLUNTEER WORKERS performed by or on behalf of the additional insured(s) at the location Section II—Who is an Insured, Paragraph 2.a. (1) is of the covered operations has been amended to add the following: completed; or e. Paragraphs (a), (b), and (c) do not apply to your (b) That portion of "your work" out of "employees" or "volunteer workers" with respect which the injury or damage arises to "bodily injury' to a co-"employee" or other has been put to its intended use by "volunteer worker". any person or organization other Damages owed to an injured co-"employee" or than another contractor or "volunteer worker" will be reduced by any subcontractor engaged in amount paid or available to the injured co- performing operations for a "employee" or "volunteer worker" under any principal as a part of the same other valid and collectible insurance. project. K. HEALTH CARE SERVICE PROFESSIONALS AS j. Any Grantor of Licenses to you, but only INSUREDS-INCIDENTAL MALPRACTICE with respect to their liability as grantor of Section II — Who is an Insured, Paragraph 2.a. (1) licenses to you. (d) is amended as follows: Their status as additional insured under This provision does not apply to Nurses, Emergency this endorsement ends when: Medical Technicians, or Paramedics who provide 1. The license granted to you by such professional health care services on your behalf. person(s) or organization(s) expires; or However this exception does not apply if you are in 2. Your license is terminated or revoked the business or occupation of providing any such by such person(s) or organization(s) professional services. prior to expiration of the license as L. NEWLY FORMED OR ACQUIRED stipulated by the contract or ORGANIZATIONS agreement. k. Any Grantor of Franchise, but only with Section II — Who Is An Insured, Paragraph 3.a. is respect to their liability as grantor of a replaced by the following: franchise to you. 3.a. Coverage under this provision is afforded until I. Any Co-owner of Insured Premises, but the end of the policy period. only with respect to their liability as co- This provision does not apply if newly formed or owner of any insured premises. acquired organizations coverage is excluded either by m. Any Concessionaires Trading Under Your the provisions of the Coverage Form or by Name, but only with respect to their liability endorsements. as a concessionaire trading under your M. DAMAGE TO PREMISES RENTED TO YOU name. Section III — Limits of Insurance, Paragraph 6. is 3. Any insurance provided to any additional replaced by the following: insured does not apply to "bodily injury", Subject to 5.a. above, the Damage To Premises "property damage" or "personal and advertising Rented To You Limit, or $500,000, whichever is injury" arising out of the sole negligence or higher, is the most we will pay under Coverage A for willful misconduct of the additional insured or its damages because of "property damage" to any one agents, "employees" or any other premises, while rented to you, or in the case of representative of the additional insured. damage by fire, smoke or leakage from automatic 4. With respect to the insurance afforded to these protection systems, while rented to you or temporarily additional insureds, the following is added to occupied by you with permission of the owner. Section III—Limits of Insurance: N. MEDICAL PAYMENTS—INCREASED LIMITS If coverage provided to any additional insured Section III — Limits of Insurance, Paragraph 7. is is required by a contract or agreement, the replaced by the following: most we will pay on behalf of the additional insured is the amount of insurance: 7. Subject to Paragraph 5. above, $10,000 is the Medical Expense Limit we will pay under a. Required by the contract or agreement; or Coverage C for all medical expenses because of b. Available under the applicable Limits of "bodily injury' sustained by any one person, Insurance shown in the Declarations; unless the amount shown on the Declarations of whichever is less. this Coverage Part for Medical Expense Limit states: CG7578(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 5 of 6 (a) No Coverage; or Q. UNINTENTIONAL FAILURE TO DISCLOSE (b) $1,000; or EXPOSURES (c) $5,000; or Section IV — Commercial General Liability limit hi than $10,000. Conditions Paragraph 6. Representations is (d) A higher amended to add the following: O. DUTIES IN THE EVENT OF OCCURRENCE, If you unintentionally fail to disclose any exposures OFFENSE, CLAIM OR SUIT existing at the inception date of your policy, we will not Section IV — Commercial General Liability deny coverage under the Coverage Form solely Conditions Paragraph 2. is amended to add the because of such failure to disclose. However, this following: provision does not affect our right to collect additional e. The requirement in Condition 2.a. that you must premium or exercise our right of cancellation or non- see to it that we are notified as soon as renewal. practicable of an "occurrence" or an offense This provision does not apply to any known injury which may result in a claim, applies only when the or damage which is excluded under any other "occurrence"or offense is known to: provision of this policy. (1) You, if you are an individual or a limited R. WAIVER OF TRANSFER OF RIGHTS OF liability company; RECOVERY AGAINST OTHERS TO US (2) A partner, if you are a partnership; Section IV — Commercial General Liability (3) A member or manager, if you are a limited Condition Paragraph 8. Transfer Of Rights Of liability company; Recovery Against Others To Us is amended to (4) An "executive officer" or insurance manager, add the following: if you are a corporation; or We waive any right of recovery we may have against any person or organization because of (5) A trustee, if you are a trust. payments we make for injury or damage arising out f. The requirement in Condition 2.b. that you must of: see to it that we receive notice of a claim or"suit" 1. Your ongoing operations; or as soon as practicable will not be considered breached unless the breach occurs after such 2. "Your work" included in the "products- claim or"suit" is known to: completed operations hazard". (1) You, if you are an individual or a limited However, this waiver applies only when you have liability company; agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or (2) A partner, if you are a partnership; agreement: (3) A member or manager, if you are a limited 1. Is in effect or becomes effective during the term liability company; of this policy; and (4) An "executive officer" or insurance manager, 2• Was executed prior to loss. if you are a corporation; or S. MENTAL ANGUISH (5) A trustee, if you are a trust. P. PRIMARY AND NONCONTRIBUTORY _ Section V—Definition 3. is replaced by the following: ADDITIONAL INSURED EXTENSION "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental Section IV — Commercial General Liability anguish or death resulting from bodily injury, Conditions Paragraph 4. Other Insurance is sickness or disease. amended to add the following: T. LIBERALIZATION This insurance is primary to and will not seek contribution from any other insurance available to an If we revise this endorsement to provide greater additional insured under your policy provided that: coverage without additional premium charge, we will automatically provide the additional coverage to (1) The additional insured is a Named Insured under all endorsement holders as of the day the revision such other insurance; and is effective in your state. (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. However, if the additional insured has been added as an additional insured on other policies, whether primary, excess, contingent or on any other basis, this insurance is excess over any other insurance regardless of the written agreement between you and an additional insured. CG7578(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 6 of 6 COMMERCIAL INTERLINE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION PROVIDED BY US TO PERSON(S) OR ORGANIZATION(S) WITH WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT OR AGREEMENT This policy is subject to the following additional Conditions: If we cancel this policy by notice to the first Named Insured, for any statutorily permitted reason other than for non- payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to any person(s) or organization(s) with whom you have agreed in a written contract or agreement to provide such person(s) or organization(s)with a notice of cancellation but only if: 1. You have provided the name and address of such person(s) or organization(s)to your authorized agent; and 2. Your authorized agent provides us with that list within three (3) business days from the date we request it from them. If notice is mailed, proof of mailing to the last known mailing address of such person(s) or organization(s) will be sufficient proof of notice. Failure to provide such notice to such person(s) or organization(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon us, our agents or our representatives. IL7447.6(10-17) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 1 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTO ELITE EXTENSION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The BUSINESS AUTO COVERAGE FORM is amended to include the following clarifications and extensions of coverage. With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. TEMPORARY SUBSTITUTE AUTO PHYSICAL (2) Available under the applicable Limit Of DAMAGE Insurance for Covered Autos Liability Section I — Covered Autos Paragraph C. Certain Coverage shown in the Declarations; Trailers, Mobile Equipment, and Temporary whichever is less. Substitute Autos is amended by adding the C. EMPLOYEES AS INSUREDS following: The following is added to the Section II — Covered If Physical Damage Coverage is provided by this Autos Liability Coverage, Paragraph A.1. Who Is coverage form for an "auto" you own, the Physical An Insured provision: Damage Coverages provided for that owned Any"employee" of yours is an "insured" while using "auto" are extended to any "auto" you do not own a covered "auto" you don't own, hire or borrow in while used with the permission of its owner as a your business or your personal affairs. temporary substitute for the covered "auto" you own that is out of service because of breakdown, D. EMPLOYEE HIRED AUTOS repair, servicing, "loss"or destruction. 1. Changes In Covered Autos Liability The coverage provided is the same as the Coverage coverage provided for the vehicle being replaced. The following is added to the Who Is An B. BLANKET ADDITIONAL INSUREDS Insured provision: The Who Is An Insured provision under Section II An "employee" of yours is an "insured" while — Covered Autos Liability Coverage is amended operating an "auto" hired or rented under a to include the following as an "insured": contract or agreement in an "employee's" 1. Any person or organization whom you have name, with your permission, while performing agreed in a written contract or agreement to duties related to the conduct of your business. 2. Changes In General Conditions name as an additional "insured" under your "auto" Policy to provide "bodily injury" or Paragraph 5.b. of the Other Insurance in the "property damage" coverage, but only with Business Auto Coverage Form is amended by respects to liability arising out of the use of a the addition of the following: covered "auto" you own, hire or borrow and For Hired Auto Physical Damage Coverage any resulting from the acts or omissions by you, any covered "auto" hired or rented by your of your "employees" or agents. The insurance "employee" under a contract in an "employee's" afforded to such additional "insured" will not be name, with your permission, while performing broader than that which you are required to duties related to the conduct of your business is provide for such additional "insured" and deemed to be a covered "auto" you own. applies only to a written contract executed prior However, any "auto" that is leased, hired, rented or to the "bodily injury" or "property damage" and borrowed with a driver is not a covered "auto". is still in force at the time of the "accident". 2. With respect to the insurance afforded to the E. NEWLY FORMED OR ACQUIRED additional "insured" described above, the ORGANIZATIONS following is added to Section — C. Limit Of Section II — Covered Autos Liability Coverage, Insurance Covered Autos Liability A.1. Who Is An Insured is amended by adding the Coverage: following: The most we will pay on behalf of the additional Any organization which you acquire or form after "insured" is the amount of insurance: the effective date of this Policy in which you (1) Required by the written contract or maintain ownership or majority interest. However: agreement described above, or CA7450(2-22) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 5 (1) Coverage under this provision is afforded only a covered private passenger "auto". The up to 180 days after you acquire or form the deductible is waived for these services. organization, or to the end of the Policy period, K. TRANSPORTATION EXPENSES whichever is earlier. Section III — Physical Damage Coverage, A.4. F. SUBSIDIARIES AS INSUREDS Coverage Extensions Subparagraph a. Section II — Covered Autos Liability Coverage, Transportation Expenses is replaced by the A.1. Who Is An Insured is amended by adding the following: following: (1) We will pay up to $75 per day to a maximum of Any legally incorporated subsidiary in which you $2,500 for temporary transportation expense own more than 50% of the voting stock on the incurred by you because of the total theft of a effective date of this Policy. However, "insured" covered "auto" of the private passenger type. does not include any subsidiary that is an "insured" We will pay only for those covered "autos" for under any other automobile liability Policy or was which you carry either Comprehensive or an "insured" under such a Policy but for termination Specified Cause of Loss Coverage. We will of that Policy or the exhaustion of the Policy's limits pay for temporary transportation expenses of liability. incurred during the period beginning 48 hours after the theft and ending, regardless of the G. SUPPLEMENTARY PAYMENTS Policy's expirations, when the covered "auto" is Section II — Covered Autos Liability Coverage, returned to use or we pay for its "loss". A.2.a. Coverage Extensions, Supplementary (2) If the temporary transportation expenses you Payments (2) and (4) are replaced by the incur arise from your rental of an "auto" of the following: private passenger type, the most we will pay is (2) Up to $5,000 for the cost of bail bonds the amount it costs to rent an "auto" of the (including bonds for related traffic law private passenger type which is of the same violations) required because of an "accident" like, kind and quality as the stolen covered we cover. We do not have to furnish these "auto". bonds. L. ELECTRONIC EQUIPMENT COVERAGE ADDED (4) All reasonable expenses incurred by the LIMITS "insured" at our request, including actual loss of All electronic equipment that reproduces, receives earnings up to $500 a day because of time off or transmits audio, visual, or data signals in any from work. one "loss" is $5,000, in addition to the sublimit in H. FELLOW EMPLOYEE COVERAGE Paragraph CA.b. of the Limits Of Insurance In those jurisdictions where, by law, fellow provision under Section III — Physical Damage employees are not entitled to the protection Coverage. afforded to the employer by workers compensation M. HIRED AUTO PHYSICAL DAMAGE exclusivity rule, or similar protection. The following Section III — Physical Damage Coverage, A.4. provision is added: Coverage Extensions is amended by adding the Subparagraph 5. of Paragraph B. Exclusions in following: If hired "autos" are covered "autos" for Section II — Covered Autos Liability Coverage Liability Coverage, and if Comprehensive, Specified does not apply if the "bodily injury" results from the Causes of Loss, or Collision Coverage is provided use of a covered "auto" you own or hire. for any "auto" you own, then the Physical Damage I. TOWING AND LABOR coverages provided are extended to "autos" you lease, hire, rent or borrow is deemed to be a Section III — Physical Damage Coverage, A.2. covered "auto" you own, subject to the following Towing And Labor is replaced with the following: limit and deductible: We will pay for Towing And Labor costs incurred, (1) The most we will pay for loss to any leased, subject to the following: hired, rented or borrowed "auto" is the lesser of a. Up to $100 each time a covered "auto" that is a up to a limit of $100,000, Actual Cash Value or private passenger type is disabled; or Cost of Repair, minus the deductible. b. Up to $500 each time a covered "auto" other (2) The deductible will be equal to the largest than the private passenger type is disabled. deductible applicable to any owned "auto" for However, the labor must be performed at the place that coverage. of disablement. (3) Subject to the above limit and deductible J. LOCKSMITH SERVICES provisions, we will provide coverage equal to the broadest coverage applicable to any Section III — Physical Damage Coverage, A.4. covered "auto" you own. Coverage Extensions is amended by adding the We will pay up to $1,000, in addition to the limit following: above, for Loss Of Use of a hired auto to a We will pay up to $250 per occurrence for leasing or rental concern for a monetary loss necessary locksmith services for keys locked inside CA7450(2-22) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 2 of 5 sustained, provided it results from an "accident" are an individual, the Personal Effects of a family for which you are legally liable. member, that is in the covered auto at the time of the However, coverage does not apply to any "auto" "loss". leased, hired, rented or borrowed in your Motor For the purposes of this extension Personal Effects Carrier Operations and any "auto" that is leased, means tangible property that is worn or carried by an hired, rented or borrowed with a driver is not a insured including portable audio, visual, or electronic covered "auto". devices. Personal Effects does not include tools, N. AUTO LOAN/LEASE GAP COVERAGE jewelry, guns, money and securities, or musical instruments. Section III — Physical Damage Coverage Q. EXTRA EXPENSE FOR STOLEN AUTO Paragraph A.4. Coverage Extensions is amended by the addition of the following: Section III — Physical Damage Coverage, A.4. Autos of the private passenger, light or medium Coverage Extensions is amended by adding thefollowing: trucks that are loaned or leased for a period of six months or longer and which have been provided We will pay up to $1,000 for the expense incurred Physical Damage Coverage is a covered "auto" returning a stolen covered "auto" to you because of under this Policy for which a premium charge has the total theft of such covered "auto". Coverage been made for Comprehensive, Specified Cause of applies only to those covered "autos" for which you Loss, or Collision Coverage. We will pay any carry Comprehensive or Specified Causes Of Loss unpaid amount due up to a limit of $10,000 on the Coverage. lease or loan for a covered "auto", including up to a R. RENTAL REIMBURSEMENT EXPENSES maximum of $500 for early termination fees or Section III — Physical Damage Coverage, A.4. penalties, on the lease or loan for a covered "auto", Coverage Extensions is amended by adding the less: following: 1. The amount paid under the Policy's Physical 1. This coverage applies only to a covered "auto"for Damage Coverage; and which Physical Damage Coverage is provided 2. Any: on this Policy. a. Overdue or any deferred lease/loan 2. We will pay for Rental Reimbursement Expenses incurred by you for the rental of an payments at the time of the "loss"; "auto" because of "loss" to a covered "auto". b. Financial penalties imposed under a lease Payment applies in addition to the otherwise for excessive use, abnormal wear and tear applicable amount of each coverage you have on or high mileage; a covered "auto". No deductibles apply to this c. Security deposits not returned by the coverage. lessor; 3. We will pay only for those expenses incurred d. Costs for extended warranties, Credit Life during the Policy period beginning 24 hours Insurance, Health, Accident or Disability after the "loss" and ending, regardless of the Insurance purchased with the loan or lease; Policy's expiration, with the lesser of the and following number of days e. Carry-over balances from previous loans or a. The number of days reasonably required to leases. repair or replace the covered "auto". If "loss" is The insurance provided by this Auto Loan/Lease caused by theft, this number of days is added Gap Coverage is excess over any other collectible to the number of days it takes to locate the insurance including but not limited to any coverage covered "auto" and return it to you; or provided by or purchased from the lessor or any b. 30 days. financial institution. 4. Our payment is limited to the lesser of the O. PERSONAL PROPERTY OF OTHERS following amounts: Section III — Physical Damage Coverage, A.4. a. Necessary and actual expenses incurred; Coverage Extensions is amended by adding the or following: b. $75 per day, subject to a$2,250 limit. We will pay up to $500 for loss to Personal 5. This coverage does not apply while there are Property Of Others in or on your covered "auto" in spare or reserve "autos" available to you for the event of a covered "auto" loss. your operations. No deductibles apply to this coverage. 6. If"loss" results from the total theft of a covered P. PERSONAL EFFECTS COVERAGE "auto" of the private passenger type, we will Section III — Physical Damage Coverage, A.4. pay under this coverage only that amount of Coverage Extensions is amended by adding the your Rental Reimbursement Expenses which following: is not already provided for under the Physical We will pay up to $500 for "loss" to your Personal Damage — Transportation Expense Effects not otherwise covered in the Policy or, if you CA7450(2-22) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 3 of 5 Coverage Extension included in this 2. Regardless of the number of covered "autos" endorsement. damaged or stolen the maximum deductible 7. Coverage provided by this extension is excess applicable for all "loss" in any one event caused by: over any other collectible insurance and/or a. Theft or Mischief or Vandalism; or endorsement to this Policy. b. All Perils S. VEHICLE WRAPS COVERAGE c. Collision Section III — Physical Damage Coverage, A.4. Will be equal to two times the highest deductible Coverage Extensions is amended by adding the applicable to any one covered "auto" on the Policy for following: Comprehensive, Specified Causes of Loss or 1. This coverage applies only to a covered "auto" Collision Coverage. The application of the highest for which Physical Damage Coverage is deductible used to calculate the maximum deductible provided on this Policy. will be made regardless of which covered "autos" 2. Vehicle wraps that are damaged are covered at were damaged or stolen in the"loss". the lessor of replacement cost or the original W. FULL GLASS COVERAGE purchase cost of the vehicle wrap, whichever is Section III — Physical Damage Coverage, D. less, up to$2,000. Deductible is amended by the addition of the This coverage does not apply to wear and tear. following: T. AIRBAG COVERAGE If the Comprehensive Coverage applies to the Section III — Physical Damage Coverage, B.3.a. covered "autos", no Comprehensive Coverage Exclusions is amended by adding the following: Deductible applies to the cost of repairing or replacing damaged glass on the covered"auto(s)". If you have purchased Comprehensive or Collision X. PHYSICAL DAMAGE DEDUCTIBLE — VEHICLE Coverage under this Policy, the exclusion relating to TRACKING SYSTEM mechanical breakdown does not apply to the accidental discharge of an airbag. Section III — Physical Damage D. Deductible is U. NEW VEHICLE REPLACEMENT COST amended by adding the following: The following is added to Paragraph C. Limit Of Comprehensive Coverage Deductible shown in the Insurance of Section III — Physical Damage Declaration will be reduced by 50% for any "loss" Coverage caused by theft of the vehicle when equipped with a In the event of a total "loss" to a covered "auto" you vehicle tracking device such as a radio tracking own of the private passenger type or vehicle having a device or a global positioning device and that gross vehicle weight of 20,000 pounds or less, to device was the method of recovery of the vehicle. which this coverage applies, we will pay to replace Y. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, such covered "auto", minus any applicable deductible SUIT,OR LOSS shown in the Declarations, at your option: Section IV — Business Auto Conditions, A.2. a. The verifiable new vehicle purchase price you Duties In The Event Of Accident, Claim, Suit Or paid for your damaged vehicle, not including any Loss is amended by adding the following: insurance or warranties. Your obligation to notify us promptly of an "accident", b. The purchase price, as negotiated by us, of a claim, "suit" or "loss" is satisfied if you send us the new vehicle of the same make, model, and required notice as soon as practicable after your equipment, or most similar model available, not Insurance Administrator or anyone else designated by including any furnishings, parts, or equipment not you to be responsible for insurance matters is notified, installed by the manufacturer or their dealership. or in any manner made aware, of an "accident", claim, "suit"or"loss". c. The market value of your damaged vehicle, not Z. WAIVER OF TRANSFER OF RIGHTS OF including any furnishings, parts, or equipment not RECOVERY installed by the manufacturer or their dealership. We will not pay for initiation or set up costs associated Subparagraph 5. of Paragraph A. Loss Conditions with a loans or leases. of Section IV — Business Auto Conditions is deleted in its entirety and replaced with the following. For the purposes of this coverage extension a new Transfer Of Rights Of Recovery Against Others covered auto is defined as an auto of which you are To Us the original owner that has not been previously titled which you purchased less than 180 days prior to the If any person or organization to or for whom we date of loss. make payment under this Coverage Form has V. LOSS TO TWO OR MORE COVERED AUTOS rights to recover damages from another, those FROM ONE ACCIDENT rights are transferred to us. That person or organization must do everything necessary to Section III — Physical Damage Coverage, D. secure our rights and must do nothing after Deductible Subparagraph 2. is replaced by the "accident" or "loss" to impair them. However, we following: waive any right of recovery we may have against any person, or organization with whom you have a CA7450(2-22) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 4 of 5 written contract, agreement or permit executed AB. UNINTENTIONAL FAILURE TO DISCLOSE prior to the 'loss" that requires a waiver of recovery EXPOSURES for payments made for damages arising out of your Section IV — Business Auto Conditions, B.2. operations done under contract with such person or Concealment, Misrepresentation, Or Fraud is organization. amended by adding the following: AA. PRIMARY AND NONCONTRIBUTORY — OTHER If you unintentionally fail to disclose any exposures INSURANCE CONDITION existing at the inception date of this Policy, we will not Section IV — Business Auto Conditions, B. deny coverage under this Coverage Form solely General Conditions, 5. Other Insurance c. is because of such failure to disclose. However, this replaced by the following: provision does not affect our right to collect additional This Coverage Form's Covered Autos Liability premium or exercise our right of cancellation or non- Coverage is primary to and will not seek contribution renewal. from any other insurance available to an "insured,, AC. MENTAL ANGUISH under your Policy provided that: Section V — Definitions, C. is replaced by the 1. Such "insured" is a Named Insured under such following: other insurance; and "Bodily injury" means bodily injury, sickness or 2. You have agreed in writing in a contract or disease sustained by a person, including mental agreement that this insurance would be primary anguish or death resulting from bodily injury, sickness and would not seek contribution from any other or disease. insurance available to such "insured". AD. LIBERALIZATION However, coverage does not apply to any "auto" If we revise this endorsement to provide greater leased, hired, rented or borrowed in your Motor coverage without additional premium charge, we will Carrier Operations and any "auto" that is leased, automatically provide the additional coverage to all hired, rented or borrowed with a driver is not a endorsement holders as of the day the revision is covered "auto". effective in your state. CA7450(2-22) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 5 of 5 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NONCONTRIBUTORY - REQUIRED IN WRITTEN CONTRACT OR AGREEMENT This endorsement modifies the insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Section II — Covered Autos Liability Coverage, B. With respect to the insurance afforded to these Item A.1. Who Is An Insured is amended to additional insureds, the following is added to include as an additional "insured": Paragraph C. Limit Of Insurance of Section II: 1. Any person or organization who you become The most we will pay on behalf of the additional obligated to include as an additional insured insured is the amount of insurance: under this "auto" Policy, as a result of any 1. Required by the contract or agreement written contract or agreement you enter into, described in Paragraph A.1. or A.2.; or which requires you to furnish insurance to that person or organization of the type provided by 2. Available under the applicable Limits Of this policy but only with respect to "auto" liability Insurance shown in the Declarations for: Auto arising out of your ongoing operations or Liability; premises owned by or rented to you. whichever is less. 2. Any other person or organization you are This endorsement shall not increase the applicable required to include as an additional insured Limits of Insurance shown in the Declarations. under this "auto" Policy as an additional insured C. The following is added to the Other Insurance under a contract or agreement described in Condition and supersedes any provision to the Paragraph 1. above. contrary: Such person(s) or organization(s) is an additional Primary and Noncontributory Insurance insured only with respect to "auto" liability for This insurance is primary to and will not seek "bodily injury", or "property damage" caused, in contribution from any other insurance available to whole or in part, by your acts or omissions or the an additional insured under your policy provided acts or omissions of those acting on your behalf: that: 1. In the performance of ongoing operations; or (1) The additional insured is a Named Insured 2. In connection with your premises owned or under such other insurance; and rented to you. (2) You have agreed in writing in a contract or However, the insurance afforded to such additional agreement that this insurance would be primary insured described above: and would not seek contribution from any other 1. Only applies to the extent permitted by law; insurance available to the additional insured. 2. Only applies if the contract or agreement is in D. All other terms and conditions of this policy remain effect during the policy period; unchanged. 3. Only applies if the "bodily injury" or "property damage" occurs after you and such party have executed the contract or agreement; and 4. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CA7479(2-22) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 1 COMMERCIAL INTERLINE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION PROVIDED BY US TO PERSON(S) OR ORGANIZATION(S) WITH WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT OR AGREEMENT This policy is subject to the following additional Conditions: If we cancel this policy by notice to the first Named Insured, for any statutorily permitted reason other than for non- payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to any person(s) or organization(s) with whom you have agreed in a written contract or agreement to provide such person(s) or organization(s)with a notice of cancellation but only if: 1. You have provided the name and address of such person(s) or organization(s)to your authorized agent; and 2. Your authorized agent provides us with that list within three (3) business days from the date we request it from them. If notice is mailed, proof of mailing to the last known mailing address of such person(s) or organization(s) will be sufficient proof of notice. Failure to provide such notice to such person(s) or organization(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon us, our agents or our representatives. IL7447.6(10-17) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 1 COMMERCIAL UMBRELLA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. UMBRELLA LIABILITY AMENDMENT - FOLLOWING FORM This endorsmenet modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM This endorsement does not apply to liability arising out of the following unless coverage is provided by "underlying insurance". Coverage provided by this endorsement will not be broader than such "underlying insurance". A. NEWLY ACQUIRED INTERESTS d. An "executive officer" or insurance In paragraph 1.c.(1) of SECTION II — WHO IS AN manager, if you are a corporation; or INSURED, 90th day is changed to 180th day. e. A trustee, if you are a trust. B. DUTIES IN THE EVENT OF OCCURRENCE, C. UNINTENTIONAL FAILURE TO DISCLOSE CLAIM OR SUIT EXPOSURES Paragraph 3. of SECTION IV — CONDITIONS is Paragraph 7. — REPRESENTATIONS OR FRAUD amended by the following provision: OF SECTION IV — CONDITIONS is replaced as 1. The requirement in Condition 3.a. that you follows: must see to it that we are notified as soon as 7. REPRESENTATIONS OR FRAUD practicable of an "occurrence" or an offense By accepting this policy, you agree: which may result in a claim, applies only when the "occurrence" or offense is known to: a. The statements in the Application are a. You, if you are an individual or a limited accurate and complete; liability company; b. The information in "underlying insurance" is b. A partner, if you are a partnership; accurate and complete; c. A manager, if you are a limited liability c. Those statements are based upon company; representations you made to us; and d. An "executive officer" or insurance d. We have issued this policy in reliance upon your representations. manager, if you are a corporation; or e. A trustee, if you are a trust. e. This policy may be voided in case of fraud or material misrepresentation by you. 2. The requirement in Condition 3.b. that you If you unintentionally fail to disclose any must see to it that we receive notice of a claim exposures existing at the inception date of your or "suit" as soon as practicable will not be policy, we will not deny coverage under this considered breached unless the breach occurs Coverage Part solely because of such failure to after such claim or"suit" is known to: disclose. However, this provision does not a. You, if you are an individual or a limited affect our right to collect additional premium or liability company; exercise our right of cancellation or non- b. A partner, if you are a partnership; renewal. c. A manager, if you are a limited liability This provision does not apply to any known company; injury or damage which is excluded under any other provision of this policy. CU7404.1(10-08) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 1 COMMERCIAL INTERLINE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION PROVIDED BY US TO PERSON(S) OR ORGANIZATION(S) WITH WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT OR AGREEMENT This policy is subject to the following additional Conditions: If we cancel this policy by notice to the first Named Insured, for any statutorily permitted reason other than for non- payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to any person(s) or organization(s) with whom you have agreed in a written contract or agreement to provide such person(s) or organization(s)with a notice of cancellation but only if: 1. You have provided the name and address of such person(s) or organization(s)to your authorized agent; and 2. Your authorized agent provides us with that list within three (3) business days from the date we request it from them. If notice is mailed, proof of mailing to the last known mailing address of such person(s) or organization(s) will be sufficient proof of notice. Failure to provide such notice to such person(s) or organization(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon us, our agents or our representatives. IL7447.6(10-17) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 1 710/24/2025 E(MM/DD/YYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Christine Pace Marsh& McLennan Agency LLC PHONE FAX 2500 City West Blvd, Suite 2400 A/c No EXt: 713-346-1046 A/c No): Houston TX 77042 ADDRESS: christine.pace@marshmma.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Texas Mutual Insurance Company 22945 INSURED HRPSOLUT INSURERB: HR&P SOLUTIONS INC. 9621 W SAM HOUSTON PKWY N STE 100 INSURERC: Houston TX 77064 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1645782664 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$ $ A WORKERS COMPENSATION 0001100653 10/1/2025 10/1/2026 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Civil Design Services,Inc.dba CDS Muery is a Texas Professional Employer Organization,client of HR&P Solutions, Inc. Waiver of Subrogation and 30 Day Notice of Cancellation are included per attached endorsement Project Name:Grand Junction Drive-Wapentate to Cedar Pass; Project No:25046/Bond Issue 2024 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Corpus Christi PO Box 9277 AUTHORIZED REPRESENTATIVE Corpus Christi TX 78469-9277 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Te"X,qSMutual WORKERS' COMPENSATION INSURANCE WORKERS' COMPENSATION AND WC 42 03 11 EMPLOYERS LIABILITY POLICY Insured copy Texas Professional Employer Organization (PEO) Endorsement This endorsement provides coverage for your covered employees to the client shown in the Schedule below. This endorsement applies only if attached to a policy issued in your name as the primary insured, and only with respect to your client's and your covered employees under a professional employer services agreement between you and your client shown in the Schedule below. Certain words and phrases in this endorsement are defined as follows: Client means any person who enters into a professional employer services agreement with a PEO. Coemployment relationship means a contractual relationship between a client and a PEO that involves the sharing of employment responsibilities with, or allocation of employment responsibilities to, covered employees in accordance with the professional employer services agreement and Texas Labor Code, Chapter 91. Professional Employer Organization (PEO) means a business entity that offers professional employer services. Covered employee means an individual having a coemployment relationship with a PEO. Direct employee means an individual who is employed by a PEO or a client and does not have a coemployment relationship with a PEO. Professional Employer Services Agreement means a contract between a PEO and a client that includes details of the coemployment relationship. Part One (Workers Compensation Insurance) and Part Two (Employers Liability Insurance) apply to your covered employees to the client shown in the Schedule below. Under Part One, we will reimburse you for the benefits required by the workers compensation law if we are not permitted to pay the benefits directly to the persons entitled to them. Under Part Two, the limits of our liability apply jointly to you and the client. Our duty is to provide a single defense for you and the client on a claim, proceeding, or suit for damages payable under this insurance. The coverage afforded by this endorsement is not intended to satisfy the client's duty to secure its obligations under the workers compensation law for its direct employees. If this policy is cancelled, we will send notice of such cancellation to you. You must notify each client by certified mail within three days of receipt of such notice. Premium will be charged for covered employees of the client shown in the Schedule below. To satisfy your obligations under Part Five (Premium), C.2, you must maintain and furnish to us a complete payroll record by client for these covered employees. Part Four(Your Duties If Injury Occurs) applies to you and to the client. The client will recognize our right to defend under Parts One and Two and our right to inspect under Part Six (Conditions). PO Box 12058,Austin, TX 78711-2058 1 of 2 texasmutual.com 1 (800)859-5995 1 Fax(800)359-0650 WC 42 03 11 Te"X,qSMutual WORKERS' COMPENSATION INSURANCE WORKERS' COMPENSATION AND WC 42 03 11 EMPLOYERS LIABILITY POLICY Insured copy Schedule Client name FEIN Client ID CIVIL DESIGN SERVICES INC 742620020 5101 Locations 00333 100 NE LOOP 410 STE 300 SAN ANTONIO, TX 78216-4714 This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following"attaching clause"need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement,effective on 10/1/24 at 12:01 a.m.standard time,forms a part of: Policy no. 0001100653 of Texas Mutual Insurance Company effective on 10/1/24 Issued to: H R&P SOLUTIONS INC .P.DrP� This is not a bill — Authorized representative NCCI Carrier Code: 29939 9/26/24 PO Box 12058,Austin, TX 78711-2058 2 of 2 texasmutual.com 1 (800)859-5995 1 Fax(800)359-0650 WC 42 03 11 ® WORKERS' COMPENSATION AND EMPLOYERS Tpexasmuta LIABILITY INSURANCE POLICY Insurance Company WC 42 06 01 TEXAS NOTICE OF MATERIAL CHANGE ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. In the event of cancellation or other material change of the policy, we will mail advance notice to the person or organization named in the Schedule. The number of days advance notice is shown in the Schedule. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule 1. Number of days advance notice: 30 2. Notice will be mailed to: Per Certificate Holder on Acord 25 This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following"attaching clause"need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement,effective on at 12:01 A.M.standard time,forms a part of Policy No 0001100653 (TX) I of the Texas Mutual Insurance Company Issued to HR&P Solutions, Inc. Endorsement No. Premium$ A46's-�6� Authorized Representative WC420601 (ED.1-94) Tle'vX,qSMutual WORKERS' COMPENSATION INSURANCE WORKERS' COMPENSATION AND WC 42 03 04 B EMPLOYERS LIABILITY POLICY Insured copy TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. (X)Specific Waiver Name of person or organization Per Certificate Holder on Acord 25 ( ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be 5.00 percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described. 4. Advance Premium: Included, see Information Page This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following"attaching clause"need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 10/1/24 at 12:01 a.m.standard time,forms a part of: Policy no. 0001100653 of Texas Mutual Insurance Company effective on - Issued to: H R&P SOLUTIONS INC QPr�i✓�� This is not a bill — Authorized representative NCCI Carrier Code: 29939 9/26124 PO Box 12058,Austin, TX 78711-2058 1 of 1 texasmutual.com 1 (800)859-5995 1 Fax(800)359-0650 WC 42 03 04 B