Loading...
HomeMy WebLinkAboutC2025-289 - 12/16/2025 - Approved • SERVICE AGREEMENT NO. 7044 CONTRACT FOR PROFESSIONAL SERVICES FOR PROJECT 23007 — Hewitt/ Santa Fe WW Line Upsizing to Oso WRP 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 ARDURRA GROUP, INC., 801 Navigation Boulevard, Suite 300, Corpus Christi, Texas 78408 (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 V 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 $3,686,074.00. 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 3of13 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 underthis 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 6of13 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 7of13 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 thatwould 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. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 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 9of13 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 contractor 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 All — 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 orjoint 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 ARDURRA GROUP, INC. !AL17� - 02/11/2026 � 02/11/2026 Jeff Edmonds(Feb 11,2026 17:01:53 CST) Logan Burton(Feb 11,2026 16:00:42 EST) Jeff H. Edmonds, P.E. Date Logan Burton, P.E. Date Director of Engineering Services 801 Navigation Boulevard, Suite 300 Corpus Christi, TX 78408 (361) 833-1984 Office APPROVED AS TO LEGAL FORM: 02/11/2026 Francis Yru&fb1qW0rreb IA026 16:3 :48 CST) Assistant City Attorney Date M2025-173 Authorized By Council12/16/2025 RH/SB Contract for Professional Services Page 13 of 13 ARDU�RRA January 13, 2026 J.H. Edmonds, P.E. Director of Engineering Services City of Corpus Christi P.O. Box 9277 Corpus Christi, TX 78469-9277 Re: CITY OF CORPUS CHRISTI Hewitt Dr/ Santa Fe St WW Line Upsizing Project City Project No. 23007 Ardurra Project No. 2025-0622-00 Exhibit `A-l' — LARGE AE CONTRACT (PRELIMINARY DESIGN, DESIGN, BID, & CONSTRUCTION PHASES) Dear Mr. Edmonds: We are pleased to submit this scope of services and accompanying fee proposal for the Large AE Contract associated with the Hewitt Dr/Santa Fe St WW Line Upsizing project(City Project No. 23007). The Scope of Services included in this Contract include Preliminary Design, Design, Bid, and Construction Phase Services plus listed Additional Services, as authorized. These Engineering services shall be provided in accordance with the attached Large AE Exhibit 'A-1'. If you have any questions or need any additional information, please do not hesitate to contact me at LBurtonCcDardurra.com or 361-883-1984. Thank you for selecting Ardurra to meet your engineering needs for this project. Sincerely, Ardurra Group, Inc. V 1 40�64 W. Logan Burton, P.E. Water Practice Director— Central Region Hewitt Dr/Santa Fe St WW Line Upsizing Project Large AE Contract Page 1 of 1 City of V COI�lu ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. EXHIBIT "A-I" CITY OF CORPUS CHRISTI,TEXAS HEWITT DR/SANTA FE ST WW LINE UPSIZING PROJECT NO. 23007 1. Project Description The objective for City CIP Project No. 23007 Hewitt Place/ Santa Fe Street WW Line Upsizing is to perform design, bid, and construction phase services to resolve the confirmed capacity constraints (CCCs) indicated in Exhibit 1. In February of 2024 the City contracted Ardurra through TA-01 of Contract No 4237 to perform modeling services with the intention of identifying and screening potential solutions to address the capacity constraints and to better define the scope of work under Project 20037. As a result of TA-01, the City requested design, bid, and construction phase services for two (2) new lift station and force mains to relieve the SSOs of Project 20037.The City also requested that residential mains adjacent to the scoped interceptors which appear to be undersized based on the model results be included in the design phase. An overview of the proposed scope may be found in Exhibit 2 attached to this proposal. Lift station and force main size, location, force main alignment, installation method, and constructability, and feasibility will be analyzed in the Preliminary Design Phase. Up to three (3) lift station alternatives will be presented for the City's consideration to proceed with design.Upon approval of an alternative, the A/E will proceed with Design, Bid, & Construction Phase services. The following assumptions and estimations have been made for the project scope and limits. If scope changes are discovered during Preliminary Design the A/E will notify the City immediately before proceeding. If the City agrees that the change in scope warrants an amendment the A/E will provide a proposal within two (2)weeks of notice to incorporate additional scope into the contract. Project Scope/Assumptions: Scope assumptions at this time are based on Alternative LS 4 from the technical memo titled "Hewitt Place / Santa Fe Street WW System Hydraulic Modeling Services" and dated 03-20-2025 provided under TA-01 of Contract No 4237. This project will be broken into three (3) separate bid packages as described below: Santa Fe Bid Package: The Santa Fe bid package is assumed to consist of gravity upsizing of the existing wastewater interceptor along Santa Fe Street between Chandler Lane and the proposed Santa Fe Lift Station near Brawner Parkway. The proposed Santa Fe Lift Station is assumed to be located near Brawner Parkway adjacent to Santa Fe Street. The force main from the Santa Fe Lift Station is assumed to be routed along Santa Fe Street, Grant Place, Center Drive, Carmel Parkway, Estate Drive, Robert Drive, Gaines Street, Airline Road, Monette Drive, Paloma Street, Alameda Street, Cape Romain Drive, Cape Cod Drive, and Kentner streets to the Kentner Lift Station;however this alignment will be evaluated and updated during preliminary design. The Santa Fe bid package improvements are assumed to consist of the following: City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 1 of 27 City of V COI�lu ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. • Santa Fe Improvements Assumptions: o Existing Gravity Interceptor Upsize ■ 3100 LF of existing 12" gravity upsize ■ 1780 LF of existing 15" gravity upsize ■ 2580 LF of existing 18" gravity upsize ■ 3400 LF of existing 2 1" gravity upsize o New Lift Station near Brawner Parkway 0 16540 LF of new 14"force main Kentner Bid Package: The Kentner bid package is assumed to consist of a proposed Lift Station on Kentner Street near the abandoned Montclair Elementary School property.The Kentner Lift Station is assumed to be the termination point of the proposed Santa Fe Lift Station. The force main from the Kentner Lift Station is assumed to be routed along Kentner Street, Claremore Street, across Alameda to the Oso Municipal Golf Course. From there it will continue to the Oso Water Reclamation Plant (WRP). This alignment will be evaluated and updated during preliminary design. The Kentner bid package improvements are assumed to consist of the following: • Kentner Improvements Assumptions: o New Lift Station on Kentner Street near abandoned Montclair Elementary School. 0 7660 LF of new 16"force main Residential Gravity Collector Capacity Evaluation: The Residential gravity collector capacity evaluation is assumed to consist of analyzing portions of existing residential wastewater collector pipes along Ocean Drive between Airline and Mitchell Street,Aberdeen and Robert Drive between Ocean Drive and Santa Fe Street, and on Robert Drive from Gaines Street to Gollihar Road. The required improvements will be further evaluated in Preliminary Design. • Gravity Collector Assumptions: ■ 5720 LF of existing 8" gravity line ■ 2040 LF of existing 10" gravity line ■ 100 LF of existing 12" gravity line Gravity Upsize Design Assumptions: o Pipe burst installation will be assessed as the preferred installation method to reduce costs and disturbance to the public.Factors determining where pipe burst may be acceptable include if the existing pipeline existing conditions are acceptable for pipe bursting and the existing pipe alignment and grade is consistent with the overall conveyance plan for the system improvements to increase system capacity; facilitate tie-into the existing system and lateral connections; and to address system surcharging. Open trench and trenchless bore installation recommendations will be considered where pipe burst is not acceptable. o Pipe slope will also be considered during preliminary design as a means of achieving required capacity in existing gravity lines currently assumed to be upsized. Force Main Design Assumptions: o New force main is assumed to be open trench installation method. Additional installation methods will be evaluated in Preliminary Design Phase. o Alignment and length may change during Preliminary Design Phase. City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-1" HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 2 of 27 City of V COI�lu ARDURRA = ChrrlSti COLLABORATE.INNOVATE.CREATE. Lift Station Design Assumptions: o Lift Station design may be discussed and reviewed in Preliminary Design Phase to determine aesthetics and layout preferences of the City. Exclusions: o Materials testing services required during construction will be provided through a separate contract. o "Special Inspections"for buildings required by the International Building Code(IBC) o Legal review, fees, interpretation, or additional research related to right of ways, easements or encumbrances not specified in the scope of services. o Any services not part of the scope of services herein. Anticipated Subconsultants: o CCTV: AIMS Companies o Environmental: Coastal Environments Inc. (CEI) o Geotechnical: UES o SUE: Cobb,Fendley&Associates, Inc. City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 3 of 27 City of V COI�lu ARDURRA = Chrristi COLLABORATE.INNOVATE.CREATE. 11. SCOPE OF SERVICES A. BASIC SERVICES For the purpose of this Contract,Design Phase services may include Design Development as applicable to Architectural/Engineering (A/E) services. The following Subtask Lists provide detailed descriptions of services to be provided under a more general task. These subtasks may be common between the bid packages in many cases and therefore have been condensed into a single list. Each bid package task will reference relevant subtasks in these lists that were considered in the level of effort (LOE) for that bid package. ➢ Project Management Subtask List: a. Internal Kickoff Meeting: Conduct one(1)internal kickoff meeting with A/E project team. Purpose of this meeting is to orient the team members to the work, review project scope, schedule, and budget, and make initial task assignments. b. Project Kickoff Meeting: Conduct one (1) project kickoff meeting with City staff. Purpose of this meeting is to introduce the project team to City staff, establish project communications protocols, confirm project goals and objectives, review scope, schedule and budget, and coordinate initial project tasks. A/E will prepare and distribute a kickoff meeting agenda prior to the meeting. A/E will schedule and attend the kickoff meeting.A/E will prepare and distribute meeting minutes within one week following the project kickoff meeting. c. Monthly Invoicing: A/E will prepare and submit monthly invoices to City for payment during all phases of the project. Project duration is anticipated to be six(6)years from NTP. d. Monthly Progress Reports:A/E will prepare and submit monthly status reports to the City with A/E's monthly invoice. Monthly status reports will comprise a one page summary of the progress to date on the project,work completed during the prior month,work anticipated to be completed during the upcoming month, and discussion of any scope, schedule, or budget issues that may need to be resolved. Monthly reports will be provided during all phases of the project. Project duration is anticipated to be six(6)years from NTP. e. Project Schedule & Updates: A/E will prepare and submit a project schedule and make revisions as necessary to submit to the City throughout preliminary design and design phases. f. Project Team Coordination: A/E will provide additional coordination efforts and meetings between all subconsultants, third parties, internal team members, independent material testing consultants and City staff as required to ensure all work is in agreement with the City's objectives and project requirements. City Staff coordination meetings will include data gathering sessions with public works department on planned street bond projects. A/E will also maintain a decision log for the project to include decisions made during all comments, correspondence, meetings, and other forms of communication throughout the project. g. Coordination With Other Agencies: A/E will coordinate any required meetings with the City and other agencies. Agency coordination will include AEP for an electrical service plan (if any). On the Environmental side, effort is anticipated to be focused on US Army Corps of Engineers (USACE) if a permit is required for crossing wetlands south of the Oso Beach Municipal Golf Course. In addition,resource agencies such as Center for Archeological Research(CAR)in San Antonio,Texas may be involved depending upon the findings of the jurisdictional delineation and the project City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 4 of 27 City of V COI�l11.�5 ARDURRA = Chrristi COLLABORATE.INNOVATE.CREATE. footprint. Typically, coordination with other agencies such as existing utilities, and Railroad Commission of Texas,can be handled with direct correspondence,emails,or telephone conferences. The City's project manager will be included on all communication to ensure the City is fully aware of any issues. h. Quality Assurance/Quality Control: A/E will develop and implement a QA/QC plan for the work. Elements of the QA/QC plan will include the following: i. A/E will develop a Quality Control Plan that will identify scheduled reviews of project deliverables, and individuals responsible for review. ii. A/E will implement the quality control plan developed in the prior task, then monitor and document implementation of the QC plan through project completion. Implementation will include: 1. Internal checks of deliverables prior to delivery to City. 2. Checks of subconsultant prepared materials prior to delivery to City. iii. A/E shall prepare for and conduct an internal quality assurance review prior to submittal of the draft and final Preliminary Engineering Report(PER) as well as the 60 percent, 90 percent and final deliverables to the City. The review will be performed by independent technical reviewers (engineers who are not part of the design team). ➢ Design Services Subtask List: a. Vendor Coordination: The Engineer will coordinate closely with product vendors throughout design to receive updated quotes and technical guidance on specific products, materials, and processes to be proposed in design. b. Hydraulic Calculations: For bid packages containing gravity improvements as described in the Project Scope Assumptions, the Engineer will perform hydraulic calculations on the proposed gravity improvements to optimize pipe size and slope and determine the impact on the connected system. For bid packages containing lift station and force main improvements as described in the Project Scope Assumptions the Engineer will perform hydraulic calculations to develop final system and pump curves for the proposed lift station and force main configurations. Surge and surge relief calculations as well as air release valve (ARV) sizing calculations will also be included. This task includes evaluation and recommendations of best management practices as applicable based on the hydraulic results. Calculations will be updated and maintained as the design progresses. c. Specifications and Contract Documents: The Engineer will prepare Specifications and Contract Documents including Submittal Register in City Standard Format as needed to construct the scoped work of each bid package. Each package will include City Standard Front End Documents maintained with Track Changes and City Standard Specifications. The Engineer will also develop and provide Technical Specifications as needed to complete work where City Standards do not apply or, at the Engineer's discretion,may be superseded. d. Plan Development: The Engineer will prepare typical General Sheets at the front end of the plan set including Cover Sheet,Project Location Map,Sheet Index,General Notes,and project specific notes as applicable.Estimated quantities will continually be updated and verified as the design progresses. The Engineer will develop a project control plan indicating project benchmark and control points for construction, 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 City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 5 of 27 City of V COI�lu ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. applicable, fill out the Stormwater EPIC Sheet per City Standard Requirements, coordinate with City's public works department to verify existing pavement sections within the project limits (including special items such as bus stops), Typical Sections drawings will be developed as needed to complete the project, develop pavement striping details as necessary to capture any site specific markings that will be disturbed during construction, develop a pavement repair plan based on anticipated typical sections and proposed scope of work. The Engineer will ensure the proposed pavement repair plan is in conformance with up-to-date City Ordinances,provide temporary Traffic Control parameters, sequencing and performance requirements for the Contractors to develop the construction TCP, develop a detailed bypass piping plan for the contractor's reference during construction, develop plan and profile (P&P) sheets for all subgrade utility improvements as necessary. Lift Station Sheets include any and all details, site layouts, section drawings, process drawings, one-lines, or any other required drawings associated with the proposed lift station scope of work(If Applicable). e. Constructability Review: Throughout design, the Engineer will evaluate constraints which may prevent or impair the Contractor's ability to complete the proposed work.The Engineer will develop solutions to constructability constraints as they are encountered and work them into the design in coordination with the City's Project Manager. f. Civil Design:The Engineer will provide Civil Engineering design services.This includes developing construction notes,testing schedules,control plans,typical section requirements,traffic control plan parameters, pavement repair plans, gravity and force main profiles, repair requirements for construction activities,quantities calculations,lift station connection gravity sewer design and other miscellaneous design calculations required for proposed or impacted facilities within the Civil plan sheets. The Engineer will develop a site plan for the proposed lift station properties to include wet well,yard piping, odor control structures and piping alignments, electrical structures and duct bank alignments; pavement plans, security fencing and access gates, and other related structures as determined in preliminary design. Security fencing design will include non-typical or decorative type materials and will be dependent on final location or surrounding area of the proposed lift station. This task will also include miscellaneous coordination with the City on design related questions or action items. g. Structural Design: The Engineer will provide Structural Engineering design services. This includes developing calculations,develop plans and specifications,details for proposed Lift Station wetwells, odor control facilities, equipment and generator pads, fencing, and other miscellaneous structures proposed within the lift station site. Engineer will ensure appropriate materials are selected for corrosion protection. This task does not include design of an on-site Lift Station Electrical Control Room Building. Task 16 under the Additional Services section of this proposal contains all efforts related to potential Lift Station Electrical Control Room (ECR)Buildings if required. h. Mechanical Design: The Engineer will provide Mechanical Engineering design services. This includes developing calculations, developing plans and details for all equipment and mechanical processes proposed within the Lift Station site including size and quantity of pumps, headers, process piping, odor control facilities, and other miscellaneous mechanical improvements proposed within the lift station site. Engineer will ensure appropriate materials are selected for corrosion protection. i. EI&C Design: The Engineer will provide EI&C Engineering design services. This includes preparing schedules, P&IDs, performing calculations, and developing plans and details for all City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 6 of 27 City of V COI�lll5 ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. electrical,instrumentation,and control equipment and systems proposed within the Lift Station site. The design services will include AEP coordination of electrical service for new lift stations. j. Everhart/Staples Lift Station Controls Strategy Development: The A/E will develop a control strategy for the existing Everhart/Staples Lift Station to optimize operation with the proposed improvements. This does not include improvements to existing equipment and/or structures at the Everhart/Staples Lift Station. Minor adjustments to existing equipment may be included to implement the proposed control strategy. The A/E will develop appropriate construction drawings, specifications, and contract documents for the lift station improvements. Under this task, the drawings prepared will include conceptual, design 90% and 100% design level. k. OPCC Development: Develop and maintain an Engineer's Opinion of Probable Construction Costs (OPCC)throughout design to keep up with market fluctuations and trends of the proposed products. 1. Deliverables: See Deliverables Subtask List Below 1.1. 60% Submittal: Assemble and submit the interim plans (60% submittal) in electronic format 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. Required with the interim plans is: i. Design Submittal Packet Checklist ii. 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. iii. Project Submittal Checklist iv. Drawing Review Checklist V. OPCC vi. Drawings vii. Draft Table of Contents with specification list viii. KMZ Files for proposed alignments 1.2. 60% Submittal Review Meeting with Cit.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. 1.3. Address 60% City Comments: Provide written responses to all City questions and incorporate changes as required for 90%Design Submittal. 1.4. 90% Submittal: Submit the pre-final plans and bid documents (90% submittal) in electronic format using City Standards as applicable to 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. Submittal will include all items listed in 60% Submittal. 1.5. 90% Submittal Review Meeting with Cites Participate in Project 90%review meeting. Prepare and distribute meeting minutes to attendees within five working days of the meeting. Assimilate all review comments, as appropriate, and proceed to the final S&S submittal. City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 7 of 27 City of V COI�lu ARDURRA = Chrristi COLLABORATE.INNOVATE.CREATE. 1.6. Address 90% City Comments: Provide written responses to all City questions and incorporate changes as required for the Final Design Submittal. 1.7. Pre-Final Submittal: Submit 100% Pre-Final plans and bid documents (Pre-Final submittal) in electronic format using City Standards as applicable to City staff for review and approval purposes. Include the final estimate of probable construction costs, final 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. 1.8. Final S&S Submittal:Upon approval of the Pre-Final submittal documents,A/E will submit the final signed&sealed(S&S)plans and bid documents(S&S submittal)in electronic format as well as two (2) half-size hard copies using City Standards as applicable to City staff. Include the final estimate of probable construction costs, final 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. ➢ Bid Phase Services Subtask List: a. Attend Pre-Bid Conference: Participate in the pre-bid conference to discuss scope of work and to answer scope questions. Task also includes a follow-up on-site meeting with City inspector and Contractor's team to discuss scope of work. b. Clarifications to Contractor Questions: Provide clarifications to contractor questions on the CivCast platform. c. Addendum Preparation: Assist the City with the preparation of addenda if contractor questions require modification to the Contract Documents. d. Bid Opening,Evaluation,and Bid Tabulation:Attend bid opening and review the final bid tabulation and bidder reference material. Prepare a bid tabulation for City's distribution. e. Statement of Experience Review: Review Contractor's Statement of Experience and bid documentation to determine lowest responsible bidder. This will include contacting bidder's project references and documentation of communications. Participate in administrative hearings (if required). f. Assemble Conformed Documents: Assemble all addenda and incorporate clarifications and modifications into conformed drawings and specifications. Mark contract does as "Conformed". Reissue and deliver two (2) hard copy sets and one (1) electronic set of conformed drawings and conformed Contract Documents(PDF and original[CADVord/etc.])to the City. g. Recommendation of Award: Provide the City with a recommendation of award based on the bidder qualification criteria outlined in the contract documents. ➢ Construction Phase Services Subtask List: a. Pre-Construction Meeting: Assist the City in conducting one pre-construction conference with the Contractor and prepare project meeting minutes. Time included for coordination & preparation efforts. Two (2) meetings (pre-construction and construction kick-off)meetings anticipated per bid package. b. Monthly Construction Progress Meetings. A/E will facilitate monthly progress meetings for the Project. City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 8 of 27 City of V COI�lu ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. c. Site Visits: A/E will attend site visits as needed to oversee construction progress and assist City inspector with conflict resolution. Site visits during concurrent construction will be completed in a single visit. d. Punchlist Items and Meetings: Conduct a final review of the Project with City staff for conformance with the design concept of the Project and general compliance with the Construction Contract Documents. Prepare a list of deficiencies to be corrected by the contractor before issuing certificate of completion and recommendation of final payment. e. Review Contractor Submittals: Review submittals and operating and maintenance manuals for conformance to Contract Documents. f. Review Field Tests (If Requested): Review and interpret field and laboratory tests if requested by the City. g. Clarifications &Interpretations: i. Issue interpretations and clarifications of the Contract Documents, as requested by the Contractor(s)or as deemed necessary by the Owner's Project Team(OPT),to facilitate proper fabrication, construction, or installation of work. A/E will render interpretations or decisions in good faith and in accordance with the requirements of the Contract Documents(e.g.,within 10-days). Interpret the drawings and specifications for City and Contractor. ii. Consult with and advise the City during construction, make recommendations to the City regarding materials and workmanship, and prepare change orders with the City's approval. iii. Review samples, catalog data, schedules, shop drawings, laboratory, shop and mill tests of material and test equipment, and other data pursuant to the General Conditions of the Construction Contract. h. Project Record Drawings: Review Contractor-provided construction"red-line"drawings. Provide a reproducible record drawing 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 Axf 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. One(1)set of Record Drawings per bid package is assumed for this task. Record Drawings will be provided upon completion of the final construction phase. A KMZ file of the final alignment will also be provided to the City with the Project Record Drawings. 1.0 Task 1: Preliminary Design Services. Upon approval of the preliminary design phase, designated by receiving authorization to proceed from the City Project Manager,the A/E will perform the following services: 1.01 Project Management: Provide project management tasks as described above in Section A Basic Services Project Management Subtask List items a-h throughout the Preliminary Design Phase. 1.02 Preliminary Field Visits,Inquiries,and Investigations: Conduct site visits to confirm parameters related to the alignment selection process. A/E will also conduct a thorough review of the potential lift station sites,including existing lift stations site(s)as it relates to the proposed work. City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 9 of 27 City of V COI�lu ARDURRA = Chrristi COLLABORATE.INNOVATE.CREATE. 1.03 Data Gathering: Assemble all pertinent data related to the project including previously prepared Hewit hydraulic model, current lift station operational data, available reports, record drawings, including water,wastewater, stormwater,gas,planned street bond projects,models,utility maps and other information provided by the City pertaining to the project area. A/E will also contact other utility providers in the area to obtain available records. 1.04 Lift Station Land Acquisition Feasibility-A/E will utilize public data to evaluate potential vacant properties in the general alignment. A/E will then coordinate with the City to discuss location preferences for the two (2)proposed Lift Stations. A/E will then provide high level schematic drawings of up to ten (10) prospective properties within 1000 ft of the proposed interceptor. The City shall make initial contact with up to three (3) landowners if deemed necessary for feasibility assessment. At which point A/E may assist with project communication efforts in an attempt to receive pre-authorization from land owners. These conversations will facilitate identification of owner specific restrictions that may not be inferred from past data. Preliminary costs for Lift Station connection and depth considerations will be made for each site to provide a recommendation. City must select lift station locations prior to moving to the next task. 1.05 Force Main Alignment Analysis: A/E will develop up to three(3)route alternatives and provide a feasibility study for each alignment.Findings of the alignment feasibility study will be presented to the City. An alignment workshop will then be held between A/E and the City to receive comments and select a final force main alignment. The alignment analysis will include the following: a. Route Evaluation Screening: A/E will evaluate a maximum of three (3) route alternatives for the proposed Santa Fe force main. The following tasks will be performed; i. Review previously prepared reports, master plans, water models, construction plans, and/or other pertinent documents on file with the City and other appropriate agencies. ii. Review record information on existing water, wastewater, storm drainage, floodplain, zoning, GIS data, aerial photography,topographic data,traffic information(if needed) and other information applicable to the project. iii. Review plans and drawings from ongoing design work adjacent to the project. iv. A/E will prepare overall aerial and property map showing existing property lines along the alignment corridor. v. A/E will develop a maximum of three (3) schematic-level alignments for a new force and gravity main from the existing gravity main on Santa Fe Street. Alignments will be selected to avoid or minimize impacts to areas that may cause schedule delays or higher costs due to environmental,permitting,floodplain,easement,engineering issues or damage to property. Traffic impacts and impacts to businesses will also be considered. These alignment options will be presented to the City for review and comment. vi. A/E will further develop the pipeline alignment options incorporating information and data gathered in the above tasks.GIS contours will be used to verify required elevations for the gravity main.Conflicts and constructability will be analyzed as well as proposed construction and planning of future projects from the City information and field visits to each of the proposed routes. The evaluation of pipeline alignment will also take into consideration other City planned projects such as street paving and bond projects. City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-1" HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 10 of 27 City of V COI�]111G5 ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. vii. A/E will also prepare Opinion of Probable Construction Costs for the maximum three (3) alignments. These will be included with the above-mentioned draft deliverable to the City. b. Alignment Analysis Workshops: Participate in one (1) alignment analysis workshop with City personnel during preliminary design to present A/E's findings and proposed solutions to the City to receive regular feedback and input while developing alignment options to ensure cohesion between the design team and City objectives. c. Results and Recommendations: i. Evaluate the advantages, disadvantages, and hydraulic requirements of each alternative. ii. Prepare high level preliminary quantity take offs, construction schedules and opinion of probable construction cost estimates for each alternative. These will be planning level estimates used to compare each alternative and to determine the most cost effective options. iii. Provide a recommendation of alternative selection with justifications for the City's consideration. 1.06 Residential Gravity Collector Capacity Evaluation: A/E will evaluate residential gravity collectors adjacent to the scoped interceptor where modeling results resulted in a max HGL of less than three (3) feet of manhole rim elevation. This evaluation will include review of historical overflow data provided by the City,review of residential collector record drawings from past projects to modify and update the hydraulic model as necessary.A/E will also review any available flow data from the City. Preliminary capacity calculations will be developed in conjunction with survey of MH invert and rim elevations,verification of system connectivity, delineation of service area and a slope analysis to determine capacity requirements of each residential collector. Up to two (2) scenarios will be simulated to assess the existing system for potential solution(s)in addressing the capacity constraint. Recommendations for capacity improvements will be provided to the City. Design, Bid, and Construction Phase services will be determined based on the scope of the improvements required. NOTE: A technical recommendation of potential solution(s)will be provided to City Staff for review and acceptance.If it is determined that improvements are needed, Engineer will perform Design,Bid and Construction services tasks outlined in Additional Services Task 12,Task 13, and Task 14 respectively. If project limits increase,the scope/fee will be amended. 1.07 Geotechnical Planning and Assistance: The A/E's selected Geotechnical Engineer will identify the extent of subsurface geotechnical investigations as required to support the design of the new facilities. The A/E and Structural Engineer will coordinate this effort with the Geotechnical Engineer to verify the design criteria. The Engineer will prepare a draft scope of work for the Geotechnical Engineer that includes a vicinity map for the site,identifies the number of bores and bore locations(the Geotechnical Engineer will be consulted in identifying bore locations), and creates the bore location exhibit. The Engineer also will review the draft geotechnical report findings and recommendations. City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 11 of 27 City of V COI�lu ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. 1.08 Subsurface Utility Exploration(SUE) Planning and Assistance: The Engineer will identify the extent of SUE as required to support the design of the new facilities and will coordinate this effort with the Engineer's selected SUE service provider. The Engineer will prepare a draft scope of work for the SUE service provider that includes a vicinity map for the site, and develop exhibits identifying approximate number of utilities to be located as well as approximate utility locations relative to the proposed alignment. The Engineer also will review the draft SUE report findings and recommendations. 1.09 Closed Circuit Television(CCTV)Planning and Assistance: The Engineer will identify the extent of CCTV as required to support the design of the new facilities and will coordinate this effort with the Engineer's selected CCTV service provider. The Engineer will prepare a draft scope of work for the CCTV service provider that includes a vicinity map for the site, and develop exhibits identifying the proposed facilities to be assessed. The Engineer also will review the draft CCTV report findings and recommendations. 1.10 Project PhasingPlan:lan: A Project Phasing Plan will be developed in coordination with the City to divide work into manageable portions based on available City funds and project deadlines. This plan will divide the route into a maximum of two(2)portions that will be designed and bid separately. Up to two (2) sets of Signed Construction Documents will be prepared containing the work associated with each phase. This procedure will allow construction to begin much sooner and will expedite project completion. Contract document adjustments will be made as needed upon completion of each phase prior to repackaging scope for the subsequent phase. All contract documents will need to be resealed prior to bidding of the subsequent phase. 1.11 Conceptual Design: A/E will reference Hydraulic Institute and ANSI Standards, TCEQ requirements, and other institutional guidelines to evaluate design considerations such as materials, sizing, quantities, configuration, layout,products,hydraulic properties, odor control methods, emergency provisions including bypass pumping connections, and flood plain protection. Preliminary hydraulic calculations will be performed for the lift station, force main, interceptor, and residential lines to confirm required hydraulic design parameters and configurations. Lift station wetwell storage volume and diversion flow rate will be determined. A/E will develop anticipated system curves for the proposed lift stations for current and ultimate condition.All conditions will be considered including existing and ultimate dry and wet weather flow scenarios. 1.12 Conceptual Plan Development: Prepare schematic drawings and exhibits to indicate proposed improvements for all PER alternatives. Includes alignment schematics, and site layouts. 1.13 30% OPCC Development: Develop and maintain a high level Engineer's Opinion of Probable Construction Costs (OPCC) for design alternatives presented in the PER. 1.14 Conceptual Design Review Workshop Participate in a conceptual design workshop with City personnel during preliminary design to present all draft alternatives to the City to receive feedback and input prior to draft and final PER submittals(2 total workshops) to ensure cohesion between the design team and City objectives. The engineer will prepare all exhibits and meeting minutes for the workshops. 1.15 Preliminary Engineering Report(PER)Preparation: Assemble all findings from the Preliminary Phase into a Preliminary Engineering Report(PER). Task will involve writing of City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 12 of 27 City of V C0�]>>:�S ARDURRA = Christi COLLABORATE.INNOVATE.CREATE. the report and development of all appendices required to supplement the main body text of the Draft and Final Reports. 1.16 30%Deliverables: Prepare and submit the assembled PER for City's review and comment. The following services and deliverables will be provided under this task: a. Draft Preliminary Engineering Report(DPER): Submit DPER including all exhibits,model results, calculations, findings, costs, schedules, and recommendations discussed above. b. 30% Submittal Review Meeting: Participate in a 30%review meeting with City personnel to discuss the DPER submittal. Prepare and distribute meeting minutes to attendees within five working days of the meeting. Assimilate all review comments, as appropriate, and proceed to the FPER submittal. c. Address City Comments: Incorporate City comments and questions into the preliminary design and provide written responses to the City PM. d. Final Preliminary Engineering Report(FPER):Incorporate all City comments from the 30% review meeting and DPER submittal and submit FPER including all exhibits,model results, calculations, findings, costs, schedules, recommendations, and City comments discussed above. Deliverables: a) Workshop Agendas&Minutes b) Draft Preliminary Engineering Report(DPER) i. One (1) electronic copy in PDF format. C) Final Preliminary Engineering Report(FPER) i. One (1) electronic copy in PDF format. The City staff will: a) Attend project Kickoff Meeting. b) Participate in meetings and discussions as needed to complete the project. C) Provide existing record drawings and documentation d) Provide future development plans C) Provide comments from all workshops&review meetings NOTE: 1) Topographic and Right-of Way (ROW) Surveys: Survey will be initiated after the final pipeline alignment and lift station sites are established and approved by the City. The Engineer will perform tasks outlined in Additional Services Task 10. If project limits increase, the scope/fee will be amended. 2)Subsurface Utility Exploration(SUE): SUE will be initiated after the final pipeline alignment and lift station sites are established and approved by the City. The Engineer will retain an SUE firm as a subconsultant to perform tasks outlined in Additional Services Task 12. 3) Geotechnical Services: Geotechnical Services will be initiated after the final pipeline alignment and lift station sites are established and approved by the City.The Engineer will retain a geotechnical firm as a subconsultant to perform tasks outlined in Additional Services Task 13. City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 13 of 27 City of V COI�lu ARDURRA = Chrristi COLLABORATE.INNOVATE.CREATE. 2.0 Task 2: Design Services. Upon approval of the recommendations in Task 1, designated by receiving authorization to proceed from the City Project Manager,the A/E will perform the following design services. 2.1. 60% Project Management: Provide project management tasks as described above in Section A Basic Services Project Management Subtask List items e-h throughout the 60% Design Phase. 2.2. 60% Site Visits: Attend site visits to gather additional information, identify conflicts, verify locations, and photograph existing conditions. Coordinate findings with the City and resolve conflicts identified in the site visits. 2.3. 60%Utility Coordination and Conflict Resolution:Coordinate with the utility companies,City's Project Manager and Operating Departments, for any necessary relocations/adjustments that may be required and indicate on the these replacements on the plans. Assist City Project Manager in resolving unavoidable utility conflicts with other City utilities and with Third-Party utilities. 2.4. Santa Fe 60% Design Services: Provide detailed design services described above in Section A Basic Services Design Services Subtask List items a-1 for the Sante Fe Bid Package described in the Project Scope Assumptions Section at the front end of this proposal. 2.5. Kentner 60% Design Services: Provide detailed design services described above in Section A Basic Services Design Services Subtask List items a-i and k l for the Kentner Bid Package described in the Project Scope Assumptions Section at the front end of this proposal. 60% Deliverables: a) Meeting Agendas &Minutes b) Monthly Progress Reports (Preliminary, Design, Bid, and Construction Phases) C) Monthly Invoicing(Preliminary,Design, Bid, and Construction Phases) d) Project Schedule &Updates (With each milestone submittal) e) 60% Santa Fe Submittal f) 60%Kentner Submittal 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. 2.6. 90%Project Management: Provide project management tasks as described above in Section A Basic Services Project Management Subtask List items c-h throughout the 90% Design Phase. 2.7. 90% Site Visits: Attend site visits to gather additional information, identify conflicts, verify locations, and photograph existing conditions. Coordinate findings with the City and resolve conflicts identified in the site visits. City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 14 of 27 City of V COI�lll5 ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. 2.8. 90%Utility Coordination and Conflict Resolution: Coordinate with the utility companies,City's Project Manager and Operating Departments, for any necessary relocations/adjustments that may be required and indicate on the preliminary plans. Assist City Project Manager in resolving unavoidable utility conflicts with other City utilities and with Third-Party utilities. 2.9. Santa Fe 90% Design Services: Provide detailed design services described above in Section A Basic Services Design Services Subtask List items a-1 for the Saute Fe Bid Package described in the Project Scope Assumptions Section at the front end of this proposal. 2.10. Kentner 90% Design Services: Provide detailed design services described above in Section A Basic Services Design Services Subtask List items a-i and k 1 for the Kentner Bid Package described in the Project Scope Assumptions Section at the front end of this proposal. 90% Deliverables: a) Meeting Agendas &Minutes b) Monthly Progress Reports (Preliminary, Design, Bid, and Construction Phases) c) Monthly Invoicing(Preliminary,Design, Bid, and Construction Phases) d) Project Schedule &Updates (With each milestone submittal) e) 90% Santa Fe Submittal f) 90%Kentner Submittal 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. 2.11. Pre-Final and Final S&S Project Management: Provide project management tasks as described above in Section A Basic Services Project Management Subtask List items c-f and h throughout the Final S&S Design Phase. 2.12. Pre-Final and Final S&S Site Visits: Attend site visits to gather additional information,identify conflicts,verify locations,and photograph existing conditions.Coordinate findings with the City and resolve conflicts identified in the site visits. 2.13. Pre-Final and Final S&S Utility Coordination and Conflict Resolution: Coordinate with the utility companies, City's Project Manager and Operating Departments, for any necessary relocations/adjustments that may be required and indicate on the preliminary plans. Assist City Project Manager in resolving unavoidable utility conflicts with other City utilities and with Third-Party utilities. 2.14. Santa Fe Pre-Final and Final S&S Design Services: Provide detailed design services described above in Section A Basic Services Design Services Subtask List items a-i and k-1 for the Sante Fe Bid Package described in the Project Scope Assumptions Section at the front end of this proposal. 2.15. Kentner Pre-Final and Final S&S Design Services: Provide detailed design services described above in Section A Basic Services Design Services Subtask List items a-i and k-1 for the City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 15 of 27 City of V COI�lu ARDURRA = ChrrlSti COLLABORATE.INNOVATE.CREATE. Kentner Bid Package described in the Project Scope Assumptions Section at the front end of this proposal. Pre-Final Deliverables: a) Meeting Agendas &Minutes b) Monthly Progress Reports (Preliminary, Design, Bid, and Construction Phases) c) Monthly Invoicing(Preliminary,Design, Bid, and Construction Phases) d) Project Schedule & Updates (With each milestone submittal) e) Pre-Final 100% Santa Fe Submittal f) Pre-Final 100%Kentner Submittal Final S&S Deliverables: g) Meeting Agendas &Minutes h) Monthly Progress Reports (Preliminary, Design, Bid, and Construction Phases) i) Monthly Invoicing(Preliminary,Design, Bid, and Construction Phases) j) Project Schedule &Updates (With each milestone submittal) k) Final S&S Santa Fe Submittal 1) Final S&S Kentner Submittal 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. 3.0 Bid Phase. Upon receipt of authorization from the City Project Manager, the A/E will perform the following services: 3.01 Project Management: Provide project management tasks as described above in Section A Basic Services Project Management Subtask List items c-e and h throughout the Bid Phase. 3.02 Santa Fe Bid Phase Services: Provide services as described in items a-g in the Bid Phase Services Task List in Section A Basic Services for the Santa Fe Improvements described in the Project Scope Assumptions Section at the front end of this proposal. 3.03 Kentner Bid Phase Services: Provide services as described in items a-g in the Bid Phase Services Task List in Section A Basic Services for the Kentner Improvements described in the Project Scope Assumptions Section at the front end of this proposal. City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 16 of 27 City of V COI�l1l.15 ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. Deliverables: a) Addenda b) Conformed Plans & Specifications(Three (3) Hard Copy, One (1) Electronic Copy) c) Bid Tabulation d) Recommendation of Award e) Participate in admin hearing(s)if required The City staff will: a) Advertise the Project for bidding, maintain the list of prospective bidders, issue any addenda,prepare bid tabulation and conduct the bid opening. b) Review all received bids. c) Prepare agenda materials for the City Council concerning bid awards. d) Prepare,review, and provide copies of the Contract for execution between the City and the Contractor. 4.0 Construction Administration Phase. (T&M) Upon receipt of authorization from the City Project Manager, the A/E will perform the following services: 4.01 Project Management: Provide project management tasks as described in Section A Basic Services Project Management Subtask List items c-g throughout the Construction Phase. 4.02 Santa Fe Construction Phase Services: Provide services as described in items a-j in the Construction Phase Services Task List in Section A Basic Services for the Santa Fe Improvements described in the Project Scope Assumptions Section at the front end of this proposal. Santa Fe construction is anticipated to take 40 months to complete. 4.03 Kentner Construction Phase Services: Provide services as described in items a-j in the Construction Phase Services Task List in Section A Basic Services for the Kentner Improvements described in the Project Scope Assumptions Section at the front end of this proposal. Kentner St. construction is anticipated to take 19 months to complete. Deliverables: a) Project site visit memos b) Construction progress meeting minutes C) Monthly Updated Submittals Log d) Reviewed Submittals with Submittal Status C) Concrete Test Data and Post CCTV Inspection Video Reviews f) RFI Responses g) Contractor or City-Requested Change Reviews as necessary h) Contract Document Interpretations and Clarifications as necessary i) Substantial Completion Punch List j) Final Completion Punch List k) Project Record Drawings: a. 1 sets of full size plans b. 1 set of half size plans a. 1 CD with Record Drawings in PDF Format City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-1" HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 17 of 27 City of V COI�]u ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. The City staff will: a) Prepare applications/estimates for payments to Contractor. b) Conduct the final inspection with the Engineer. B. ADDITIONAL SERVICES (ALLOWANCE) This section defines the scope of additional services that may only be included as part of this contract if authorized by the Project Manager. A/E may not begin work on any services under this section without specific written authorization by the Project Manager. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Project Manager as required. The A/E shall,with written authorization by the Project Manager,perform the following: 5.0 Environmental Services 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: 5.01 Environmental Constraints Review and Report: Conduct preliminary desktop level environmental review for the proposed route and develop the Environmental Review portion of the PER. Desktop surveys will examine current and historic records and databases to determine the presence and potential impact of the following: a) Threatened and Endangered Species Habitat: The scope of this task include developing a list of potentially occurring federally listed species in the county protected under the Endangered Species Act. A/E will review the Texas Parks and Wildlife Departments (TPWD) Natural Diversity Database to evaluate previously recorded occurrences of protected species in the project area and determine if there is a need for further analyses. If needed, a field survey would be performed to identify the presence of any potential habitat for federally listed species. If this evaluation identifies the requirement or need for additional analyses, then those efforts would need to be authorized as described under Task 7.02. b) Wetland Delineation: The scope of this task includes reviewing publicly available information (e.g., USGS National Hydrography Dataset, FEMA floodplain maps, USGS topographic maps, National Wetland Inventory) and past and recent aerial imagery to evaluate the presence of"Waters of the United States"WOTUS. Following the desktop efforts, a field verification of WOTUS would take place if needed. Ultimately this effort will evaluate the potential need for a US Army Corps of Engineers (USACE) authorization under Section 404 of the Clean Water Act, and identify the appropriate permitting approach(if needed).If this evaluation identifies the requirement or need for additional analyses, then those efforts would need to be authorized as described under Task 7.02. C) Cultural Resources: A/E will perfonn a desktop review of the Texas Archeological Atlas to evaluate previously recorded cultural resources in the project area and determine if there is a need for further analyses to comply with Section 106 of the National Historic Preservation Act and the Texas Antiquities Code. If field surveys for cultural resources, or other additional analyses are needed, then those efforts will need to be authorized as an additional as described under Task 8.0. d) Environmental Field Surveys: Conduct field survey environmental investigations, impact assessment and analyses, permitting assistance for the final design route and City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 18 of 27 City of V COI�lu ARDURRA = ChrrlSti COLLABORATE.INNOVATE.CREATE. incorporate findings into the design. Field surveys will be conducted to verify the presence or absence of the following: i)Threatened and Endangered Species Habitat ii) Wetland Delineation 5.02 Environmental Field Survey Conduct field surveys as required by the Desktop surveys described in Task 7.01.Field survey findings will be incorporated into the environmental report and design considerations as needed. 6.0 Archeological Intensive Field Survey 6.01 Archeological Intensive Field Surve.The scope of this task will be based on the findings of the Cultural Resources desk-based assessment and the recommendations of the Texas Historical Commission (THC) . The purpose of this task is to complete an inventory of archeological resources and assess their potential to be adversely impacted by the proposed project. All work shall comply with Texas Historical Commission (THC) and Council of Texas Archaeologists (CTA) survey standards for hand excavation. Any artifacts collected from publicly owned land shall be retained for processing and documentation. With THC approval, non-diagnostic artifacts shall be discarded once documented. Any artifacts that are determined to be diagnostic of a specific time, activity, or identity shall be prepared and submitted for permanent curation. Any artifacts discovered in excavations on private property shall be documented in the field and reburied. All archeological deposits and features shall be documented in accordance with CTA/THC survey standards and professional best practices. 6.02 Analysis and Report Preparation: Following field work, a draft report will be prepared in accordance with CTA/THC standards and guidelines for Cultural Resource Management Reports. This draft will be presented to City of Corpus Christi for review prior to its submission for regulatory review. Following regulatory review, a final report shall be prepared incorporating any changes requested by reviewing agencies. All paperwork,photographs, and artifacts, along with a copy of the final investigations report, shall be curated at the Center for Archeological Research(CAR)at University of Texas at San Antonio(UTSA),a state-certified curatorial facility. 7.0 Topographic and Right-of-Way(ROW) Surveys 7.01 Topographic and Right-of-Wg(ROW) Survey All work must 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 must 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. Include references tying Control Points to a minimum of two(2)registered NGS Benchmark Monuments in the vicinity of the Project that will not be disturbed by construction. Scope of survey data shall be for the following: 1) Proposed Force Main: Survey right-of-way to right-of-way along entirety of the proposed force main alignment. Survey flow line elevations for tie-in location to existing gravity main. 2) Proposed Gravity Main: Survey right-of-way to right-of-way along entirety of the proposed gravity main. City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 19 of 27 City of V COI�]l1.1G5 ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. Survey sheets shall be sealed,provided to the City and included in the bid document plan set. a) Establish Horizontal and Vertical Control. b) Establish both primary and secondary horizontal/vertical control. c) Set project control points for Horizontal and Vertical Control outside the limits of area that will be disturbed by construction. d) 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. e) Vertical control will be based on NAVD 88. f) All control work will be established using conventional (non-GPS) methods. Perform topographic surveys to gather existing condition information. g) Locate proposed soil/pavement core holes as drilled by the City's Geotechnical Engineering Consultant. h) Obtain x,y, and z coordinates of all accessible existing wastewater, storm water,water, IT and gas lines as well as any other lines owned by third-parties and locate all visible utilities, wells and signs within the apparent ROW width along project limits. Survey shall include utility marking from the Texas 811 request. i) Open accessible manholes and inlets to obtain information on structure invert,type,and size; and all related pipe size, type, invert, orientation, and flow direction. j) Everything up to 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. k) Locate existing features within the apparent ROW. 1) Locate and identify trees, at least five inches in diameter, and areas of significant landscape or shrubs within the apparent ROW. m) Generate electronic planimetric base map for use in project design. n) Research plats,ROW maps,deed,easements,and survey for fence corners,monuments, and iron pins within the existing ROW and analyze to establish existing apparent ROW. o) 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. p) If the City selects an alternative which will utilize existing easements through private property, additional funds will be needed to coordinate access with owners and obtain right of entry. This will also be more time consuming due to quantity of conflicts and alignment impedance. 8.0 Easement and Land Acquisition Survey and Parcel Descriptions 8.01 Easement and Land Acquisition Survey and Parcel Descriptions: All work must be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors'Manual of Practice for Land Surveying in the State of Texas, latest edition. a) Assuming up to twelve (12) easement parcel descriptions for this project. If the City selects an alternative which will utilize existing easements through private property, additional funds will be needed to coordinate with owners,access and right of entry and additional temporary construction easement development. City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 20 of 27 City of V COI�lu ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. b) Set property corners and prepare right of way/easement strip parcel map depicting up to two (2) parcels proposed for acquisition. Metes and bounds descriptions must indicate parent tract areas based on the most accurate information available. Strip map will show entire parent tracts at a representative scale and for information only. All existing easements within the parcels to be acquired and those within adjacent parcels must be shown. c) Prepare Metes and Bound Instrument with supporting exhibits as required and agreed upon, subsequent to PER acceptance for ROW parcels,utility easements and temporary construction easements. d) Prepare individual signed and sealed parcel maps and legal descriptions for the required right of way acquisition for parcels and easements. A strip map showing all parcels required will be submitted along with parcel descriptions.If boundary conflicts between Owners are identified, additional fees may be authorized if needed. A/E shall submit parcel maps and legal descriptions prior to the 60% submittal. 9.0 Subsurface Utility Exploration(SUE) 9.01 Subsurface Utility Exploration (SUET If needed, SUE will be initiated after the alignment is approved by the City. A/E will retain an SUE firm as a subconsultant to perform tasks outlined below. SUE will not proceed unless approved by the City. a) Provide subsurface utility engineering in accordance with ASCE Standard"ASCE C-1, 38-02, Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data"including,but not limited to,hydro-excavation. The proposed subsurface utility investigation will be as follows: b) Excavation— The SUE scope includes working with a subsurface utility excavator to perform Quality Level A investigation of underground utilities in specified areas through the project limit. (Quality Level A involves the use of nondestructive digging 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. c) Provide"Quality Level A" SUE at up to forty(40) critical locations to be selected by A/E and/or the City. d) Utility Location — Task 8: Topographic & ROW Surveys scope includes locating certain utilities to Quality Level B (Quality Level B involves surveying visible above ground utility facilities, such as manholes, valve boxes,posts, etc., and correlating this information with existing utility records.) These utilities will be located by obtaining a One-Call Notice and measuring the marked locations. The SUE contractor will provide a Quality Level B survey for the entire alignment which will include tracing existing utilities in the field for a more accurate reading without obtaining a Quality Level A investigation. e) Storm Water—Storm water facilities within the project limits will be located to Quality Level C. Locations will be based on the surveyed locations of accessible storm water manholes and drainage inlets. f) Wastewater—Wastewater facilities within the project limits will be located to Quality Level C. Locations will be based on the surveyed locations of accessible wastewater manholes. Wastewater lines that are not to be replaced as part of this project and that City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 21 of 27 City of V COI�llli5 ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. fall within the footprint of construction-related excavation shall be located at Quality Level A. g) Water—Water facilities within the project limits will be located to Quality Level C. h) Gas— Gas facilities within the project limits will be located to Quality Level C by the A/E. The City of Corpus Christi Gas Department will provide Quality Level A.The A/E will coordinate this activity. i) Inform local franchises whose utilities fall within the footprint of construction-related excavation of the potential for encountering their utility lines during construction. 10.0 Geotechnical Services 10.01 Geotechnical Services:The A/E will identify up to thirty-five(35)bores with an estimated depth of twenty-five feet for pipelines and up to two (2)bores with an estimated depth of thirty-five feet for lift stations. Scope assumptions will be reevaluated and updated as needed prior to executing the geotechnical investigations. The extent of subsurface geotechnical investigations as required to support the design of the new facilities will be provided by a Geotechnical Engineer selected by A/E team. The A/E and Structural Engineer will coordinate this effort with the Geotechnical Engineer to verify the design criteria. The Engineer will prepare a draft scope of work for the Geotechnical Engineer that includes a vicinity map for the site, identifies the number of bores and bore locations (the Geotechnical Engineer will be consulted in identifying bore locations),and creates the bore location exhibit. The Engineer also will review the draft geotechnical engineering report findings and recommendations. The engineering report prepared by the Geotechnical Engineer should include discussions on the laboratory and test analyses, findings and recommendations of the investigation, exhibits,boring logs, detailed descriptions of surface and subsurface conditions, seismic conditions, geotechnical profile, and recommendations for all required foundations (including piers,if necessary) and roadways, and recommendations of any additional geotechnical investigations that are required for design. Geotechnical findings and recommendations should include soil bearing loads, lateral earth pressures,trenching,excavation and over-excavation,fill and backfill,structural and foundation design parameters, soil corrosiveness, dewatering requirements, and design pavement section design criteria. The Geotechnical Engineer will also provide a data report with raw data and design recommendations to be included with the contract document submittals for each project. 11.0 Residential Design Phase Services 11.01 Residential 90% Design Services: Provide detailed design services described above in Section A Basic Services Design Services Subtask List items c, d,j, and k.4-k.6 for the Residential Bid Package described in the Project Scope Assumptions Section at the front end of this proposal. 11.02 Residential Final S&S Design Services: Provide detailed design services described above in Section A Basic Services Design Services Subtask List items c, d, j, and k.8 for the Residential Bid Package described in the Project Scope Assumptions Section at the front end of this proposal. 12.0 Residential Bid Phase Services 12.01 Residential Bid Phase Services: Provide services as described in items a-g in the Bid Phase Subtask List above for the Residential Improvements described in the Project Scope Assumptions Section at the front end of this proposal. City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-1" HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 22 of 27 City of V COI�lu ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. 13.0 Residential Construction Phase Services (T&M) 13.01 Residential Construction Phase Services: Provide services as described in items a-j in the Construction Phase Subtask List in Section A Basic Services for the Residential Improvements described in the Project Scope Assumptions Section at the front end of this proposal. 14.0 Lift Station ECR Buildings 14.01 Lift Station ECR Buildings: This task includes additional services to provide an aesthetic CMU building at each lift station site. The CMU building would act as an Electrical Control Room (ECR)and house all lift station controls. CMU building addition would also require Windstorm Inspection and Certification Services outlined in Task 14.02. Services for Task 14.01 include the following: a. Structural, Architectural, and HVAC design, calculations, plan sheets, details, and specifications to be included in each lift station bid package upon request. b. Construction Submittal and RFI review&responses C. Construction Inspections 14.02 Windstorm Inspection and Certification Services: A/E will provide review windstorm related submittals, provide separate windstorm inspections, and certify up to two (2) lift sites for structures requiring windstorm. The following will be included with this service: a) Submittals i. The Contractor/Owner shall be responsible for providing Submittal Documentation and notifications for each inspection for foundation reinforcing, anchor bolt material, concrete mix design, backfill material, soil compaction testing, window/door/louver systems,roofing systems, and other components/appurtenances, affecting the building envelope to the Windstorm Appointed Qualified Inspector(AQI). The AQI will ensure that submittal documentation conforms to the requirements of the Construction Documents (envelop wind pressures) and the Texas Department of Insurance. Submittal documentation, at a minimum, shall contain the following information as it pertains to this project: reinforcing steel & anchor bolt material certification,yield strength,sizes,lengths, embedment's,geometry as applicable,shop drawings as applicable, concrete mix designs with manufacturer support documentation and compression test results, select or structural fill material specifications from laboratory testing as applicable, soil compaction test results as applicable,roofing system testing,and testing/attachment documentation for any other components/appurtenances etc. affecting the building envelope. ii. All Submittal Documentation must be approved in writing prior to fabrication and/or installation. During the construction phase, the installation of all approved materials/items shall be visually inspected by the AQI or their representative to verify compliance with the Construction Documents in order for Ardurra to submit the required WPI-2 form(s)to TDI for their consideration in issuing the WPI-8 Windstorm Certificate to the Owner. iii. A/E shall review the Contractor's submittals and shall not unreasonably delay or withhold approval of the schedule. A/E's action in reviewing submittals shall be taken City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 23 of 27 City of V COI�lu ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time, in A/E's professional judgment, to permit adequate review. iv. Ardurra shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Construction Documents b) Windstorm Inspections i. A/E shall perform inspections for structures on up to two (2) separate proposed lift station sites to visually verify WORK is being constructed as designed and detailed on the sealed Construction Documents,more specifically those items related to shear wall hold downs,wood straps and ties, sheathing nail size and nailing patterns, installation of components and cladding in accordance with the submitted and approved product evaluation or notice of acceptance. ii. A minimum of 48-hours' notice shall be provided to the A/E AQI to schedule the site visit to perform the requested inspections. iii. A/E will prepare field reports as necessary and coordinate with the Client for Work that does not conform to the Construction Documents. c) Windstorm Certification I. A/E shall prepare and submit the WPI-1 form in accordance with the requirements of the Texas Department of Insurance (TDI) for Windstorm acceptance of the project WORK. ii. A/E shall prepare and submit WPI-2 form to the Texas Department of Insurance upon completion of construction for TDI's review and subsequent issuance of the WPI-8 Windstorm Certificate. 15.0 Closed Circuit Television (CCTV) 15.01 Closed Circuit Television: A/E will consult with a CCTV provider to obtain CCTV inspections of existing wastewater interceptors to be upsized via pipe-burst method. These inspections will be used to assess pipe condition, assess system connectivity and service connection locations, and determine overall feasibility of pipe-burst method. Scope is limited to 10,860 LF of"Gravity Interceptor"upsize outlined in the Project Assumptions. 16.0 Warranty Phase Services 16.01 Warranty Phase Services: A/E will provide maintenance guaranty inspection toward the end of the one-year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair, fix, restore, patch or replace improvement under the maintenance guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action, with its recommendation for the method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty(60) days prior to the end of the maintenance guaranty period. City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 24 of 27 City of V COI�lu ARDURRA = Chrrlsti COLLABORATE.INNOVATE.CREATE. SCHEDULE: The Consultant's services shall be performed in a timely manner consistent with sound professional practices. Any adjustments made to the agreed upon schedule shall be made in writing and accepted by both parties. The Consultant shall begin work immediately upon receipt of the executed Contract and/or Notice to Proceed (written or emailed). The work under this project is expected to be completed as shown below. Santa Fe Bid Package Schedule Summary: Activity Duration Anticipated Schedule PER Submittal(All Bid Packages) 8 Months 8 months after A/E NTP 60%Design Submittal 8 Months 16 months after A/E NTP 60% City Review& Comment Responses 1 Month 17 months after A/E NTP 90%Design Submittal 5 Months 22 months after A/E NTP 90% City Review& Comment Responses 1 Month 23 months after A/E NTP Pre-Final and Final Signed& Sealed Plans &Bid 2 Month 25 months after A/E NTP Documents Bidding&Construction Award 3 Months 28 months after A/E NTP Construction Completion 40 Months 68 months after A/E NTP Kentner Bid Package Schedule Summary Activity Duration Anticipated Schedule PER Submittal(All Bid Packages) 8 Months 8 months after A/E NTP 60%Design Submittal 4 Months 14 months after A/E NTP 60% City Review& Comment Responses 1 Month 15 months after A/E NTP 90%Design Submittal 3 Months 18 months after A/E NTP 90% City Review& Comment Responses 1 Month 19 months after A/E NTP Pre-Final and Final Signed& Sealed Plans &Bid 2 Month 21 months after A/E NTP Documents Bidding& Construction Award 3 Months 24 months after A/E NTP Construction Completion 19 Months 43 months after A/E NTP Residential Bid Package Schedule Summarv: Activity Duration Anticipated Schedule PER Submittal(All Bid Packages) 8 Months 8 months after A/E NTP 90%Design Submittal 5 Months 15 months after A/E NTP 90% City Review& Comment Responses 1 Month 16 months after A/E NTP Final Signed& Sealed Plans &Bid Documents 1 Month 17 months after A/E NTP Bidding& Construction Award 3 Months 20 months after A/E NTP Construction Completion 9 Months 29 months after A/E NTP City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 25 of 27 . y ..''0 U U U LL � a v o v � 4 Y a v o U Q o � �N L N a 8 wco a 0 a � R c � � U a Q Z � IV U ° WLu W W c ° U� D LU a LL af fl O Z 0 o U Q LL p '—T 2 N } o y U H a w UCNC � � G a U - � N � O Y O � M _ � N W Z o p a z J N a o unLLJ Q ° U NJ z 2 J a w 2E 2iLU �w W uw 3 E OLL zLL a tA a u S� N rc ° 2 s LU G `_ 2 z w o - - - z � V NJ LLI z a E Y m r _ c � a a City of V C0�]u ARDURRA tsi COLLABORATE.INNOVATE.CREATE. FEES A. Fee for Basic Services. The City will pay the A/E a fixed fee for providing all "Basic Services" authorized under this Large AE Contract 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 II.A.1-4 above,and for all expenses incurred in performing these services. The Construction Administration Phase services as outlined in Section ILA.5 will be provided on a Time and Material (T&M) basis in accordance with the Engineer's standard hourly rates for a maximum not to exceed amount per the table below. 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 Project Manager under Section II.B. "Additional Services",the City will pay the A/E a not-to-exceed fee as per the table below unless otherwise indicated: Summary of Fees Basic Services Fees Total Contract 1. Preliminary Design Phase $ 545,045 2.Design Services $ 1,295,380 3.Bid Phase $ 85,500 4. Construction Administration Phase(T&M) $ 614,730 Subtotal Basic Services Fees $ 2,540,655 Additional Services Fees Total Contract 5. Environmental Services $ 70,625 6. Archeological Intensive Field Survey $ 75,663 7. Topographic&ROW Surveys $ 266,800 8.Easement and Land Acquisition Survey and Parcel Descriptions $ 70,800 9. Subsurface Utility Exploration (SUE) $ 140,521 10. Ceotechnical Services $ 115,924 11.Residential Design Phase Services $ 165,500 12.Residential Bid Phase Services $ 16,050 13.Residential Construction Phase Services T&M $ 63,980 14.Lift Station ECR Buildings $ 81,240 15. Closed Circuit Television (CCTV) $ 68,816 16.Warranty Phase Services $ 9,500 Subtotal Additional Services Fees $ 1,145,419 Total Fee $ 3,686,074 City Proj. No.23007 CITY OF CORPUS CHRISTI, TEXAS Exhibit"A-V HEWITT DR/SANTA FE ST WW LINE UPSIZING Page 27 of 27 0 0 0 0 0 0 0 0 0 0 0 0 L y 0 0 0 0 M O O O m m m LC) Cl) LO r o a) L V Q OO LO 0 0 0 O m N O O ~ ~ ~ O O O N E c L E a 0 o C V r o U > d V m w -a 0- Cu Q CD 00 00 0 0 00 Q ❑ ❑ O 0 0 0 J m E .L" 0 CD CD o 0 0 0 m m m o 0 0 o a `n ca E V � O V) 0 LO 0 ON N H H H It oo � m a m O L(� Lr� L(� r 0 N N O 0 CCi r 6q C'6 L6 L6 ' O V m 69 64 tq 64 64 64 H} 64 04 E!} 0 W ct 0 0 0 0 0 0 00 ❑ ❑ ❑ 0 0 0 0 O O O 0 0 O O O 0 m m m O 0 O O J V O O O O O 0 0 0 0 0 0 0 I C •0 00 04 6 6cJ 0 O 69 64 CD O 0 � H > - - CV E� 6�} CV 6<} CM = 64 64 69 E!} 69 V Z 0 0 0 0 0 O O O Q ❑ ❑ O 0 0 0 W N 0 0 0 0 0 O O O m m m 0 O O O 0 m 0 0 0 0 0 0 0 0 0 0 O O O Z O .V O O 6S va O 6s 60- EH 64 O K} O 0 > 0 O LO in LC) LO > Qa �7 1- a a S ` � � � W 0 0 0 0 0 0 0 o Q ❑ ❑ O o 0 0 -� o 0 0 0 0 0 0 0 0 m m m o 0 0 o V 0 0 0 0 0 0 0 0 0 o 0 0 0 W L. > 0 LO LO 0 LAC) Lon W > V 69 619 64 69 r H � N 2 a V N o 0 0 0 O O o O p p p o O o 0 O W r o v o 0 0 0 0 0 0 o m m m o 0 0 o Z a r m 0 o 0 000 D o ti o r; ti Q 0 O O O 0 Ln L0n O N N Iq LO CA y m OC Z Z y O O O O ti W) N O r W r- N ti a)M Ch O N r r ' C0 4 CV te- 0LW coO E to E 0% 619- K to)- E r TOC - s J O C V N 0 0 0 00 0 0 0 ❑ ❑ ❑ 0 0 0 0 Z 4) a a- O 00 0 0 0 0 0 o m om m o 0 0 0 a) w > 0 0 0 0 0 0 0 o r-- r-- 0 � � J E: O C Z 64 69 N CD N (0 (.0 N (0 co Q a) a V E 69 Efl 64 64 K} K} � r 0 0 0 CD 0 0 0 0 ❑ ❑ ❑ o CD 0 0 W Cl) 0 Cl 0 0 0 0 Cl o m m m o 0 0 o W 0 0 0 0 0 0 0 0 0 o 0 0 0 O C� Z 69 O 6? 69 O 69 N 69 N O N N p O O r r O r r V OO U 0 Q64 64 64 69 64 64 NH}- Z Z O W W s: ro 0 0 0 0 0 0 0 o Q ❑ ❑ O o 0 0 ca 0 O y O O CD o o O O O m oo m o 0 0 0 � C) 0 CD 0 0 0 0 0 F- F- F- 0 0 0 0 yz CO o 0 0 � LO 0 0 0 0 0 0 � CO) 64 NE' 6N9 � � � 6q 09- 009- no o OW a ° ( a m o N n �, U- W W o L V N a) cn O ) 0 O LL U 0 ? 0) aNi a y con �, ° LL U) > W a cn fn > � p o d y N nn�� 1a) Q L L L W CD O m C (o Q L U- = � .0 v) d i p ° Q p Lu rNa a`ni o m Q ca U O � c m a 0 m U U) Q 0- a 0 cn cn cn CO Q H 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 Page 1 of 22 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi (City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements-The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; 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 45. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings,whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor-An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion -The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions -The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or c. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, 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; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work 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 25.05 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 EXHIBIT E WASTEWATER CONSENT DECREE Special Conditions Special Project procedures are required from the CONSULTANT as specified herein. The CONSULTANT shall implement and maintain these procedures at the appropriate time, prior to and during performance of the work. The following special conditions and requirements shall apply to the Project: I. Consent Decree Notice Provision — The City of Corpus Christi ("City"), the United States of America and the State of Texas have entered into a Consent Decree in Civil Action No. 2:20-cv-00235, United States of America and State of Texas v. City of Corpus Christi in the United States District Court for the Southern District of Texas, Corpus Christi Division (the "Consent Decree"). A copy of the Consent Decree is available at https://www-cdn.cctexas.com/sites/default/files/CC-Consent-Decree.pdf By signature of the Contract, CONSULTANT acknowledges receipt of the Consent Decree. II. Performance of work. CONSULTANT agrees that any work under this Contract is conditioned upon CONSULTANT's performance of the Work in conformity with the terms of the Consent Decree. All Work shall be performed in accordance with the Design Criteria for Wastewater Systems under Title 30 Chapter 217 of the Texas Administrative Code, 30 Tex. Admin. Code Ch. 217, and using sound engineering practices to ensure that construction, management, operation and maintenance of the Sewer Collection System complies with the Clean Water Act. Work performed pursuant to this contract is work that the City is required to perform pursuant to the terms of the Consent Decree. In the event of any conflict between the terms and provisions of this Consent Decree and any other terms and provisions of this Contract or the Contract Documents, the terms and provisions of this Consent Decree shall prevail. III. Retention of documents — CONSULTANT shall retain and preserve all non- identical copies of all documents, reports, research, analytical or other data, records or other information of any kind or character (including documents, records, or other information in electronic form) in its or its sub-contractors' or agents' possession or control, or that come into its or its sub-contractors' or agents' possession or control, and that relate in any manner to this contract, or the performance of any work described in this contract (the "Information"). This retention requirement shall apply regardless of any contrary city, corporate or institutional policy or procedure. CONSULTANT, CONSULTANT's sub-contractors and agents shall retain and shall not destroy any of the Information until five years after the termination of the Consent Decree and with prior written authorization from the City Attorney. CONSULTANT shall provide the City with copies of any documents, reports, analytical data, or other information required to be maintained at any time upon request from the City. IV. Liability for stipulated penalties — Article IX of the Consent Decree provides that the United States of America, the United States Environmental Protection Agency and the State of Texas may assess stipulated penalties including interest against the City upon the occurrence of certain events. To the extent that CONSULTANT or CONSULTANT's agents or sub-contractors cause or contribute to, in whole or in part, the assessment of any stipulated penalty against the City, CONSULTANT agrees that it shall pay to City the full amount of any stipulated penalty assessed against and paid by City that is caused or contributed to in whole or in part by any action, failure to act, or failure to act within the time required by any provision of this contract. CONSULTANT shall also pay to City all costs, attorney fees, expert witness fees and all other fees and expenses incurred by City in connection with the assessment or payment of any such stipulated penalties, or in contesting the assessment or payment of any such stipulated penalties. In addition to any and all other remedies to which City may be entitled at law or in equity, CONSULTANT expressly authorizes City to withhold all amounts assessed and paid as stipulated penalties, and all associated costs, fees, or expenses from any amount unpaid to CONSULTANT under the terms of this contract, or from any retainage provided in the contract. City of CITY OF CORPUS CHRISTI Corpus Christi DISCLOSURE OF INTEREST Corpus Christi Code § 2-349, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See next page for Filing Requirements, Certification and Definitions. COMPANY NAME: Ardurra Group, Inc. STREET ADDRESS: 801 Navigation Blvd., Ste. 300 P.O. BOX: CITY: Corpus Christi STATE: TX ZIP: 78408 FIRM IS: 1. Corporation ❑9 2. Partnership ❑ 3. Sole Owner ❑ 4. Association ❑ 5. Other ❑ If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member"of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Nams?/A 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: Dan S. Leyendecker Title: Regional Director Signature of F 14 Date: Certifying Person: 02/06/2026 DEFINITIONS a. "Board member." A member of any board, commission, or committee of the city, including the board of any corporation created by the city. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the city, whether under civil service or not, including part-time employees and employees of any corporation created by the city. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements. g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. ARDURRA-01 KMCGUFFIN ,4coRO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 2/6/2026 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: Ames&Gough PHONE 703 827-2277 FAX 703 827-2279 8300 Greensboro Drive (A/C,No,Ext):( ) (A/C,No):( ) Suite 980 ADDRESS:admin@amesgough.com McLean,VA 22102 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Charter Oak Fire Insurance Company A++ XV 25615 INSURED INSURER B:Phoenix Insurance Company A++ XV 25623 Ardurra Group,Inc. INSURER C:Travelers Property Casualty Company of America,A++,XV 25674 1000 N.W.57th Court,Suite 800 INSURER D:National Fire&Marine Insurance Company A++X 20079 Miami,FL 33126 INSURER E 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 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 NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 630-5X487435 1/1/2026 1/1/2027 DAMAGE TO RENTED 1,000,000 X X PREMISES Ea occurrence $ X Contractual Liab. MED EXP(Any oneperson) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY ] JECT1:1 LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO X X 810-5X558309 1/1/2026 1/1/2027 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE X X CUP-5X642114 1/1/2026 1/1/2027 AGGREGATE $ 2,000,000 DED X RETENTION$ 10,000 $ C WORKERS COMPENSATION X X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER U B5X489557 1/1/2026 1/1/2027 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Professional Liab. 42-EPP-306878-08 1/1/2026 1/1/2027 Per Claim/Aggregate 2,0009000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 7D1,Additional Remarks Schedule,may be attached if more space is required) RE: Project No.23007 Hewitt Place/Santa Fe Street WW Line Upsizing City of Corpus Christi is included as additional insured with respect to General Liability,Automobile Liability,and Umbrella Liability when required by written contract.General Liability includes Additional Insured coverage for On-Going&Completed Operations as required by written contract.General Liability, Automobile Liability,and Umbrella Liability are primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract.General Liability,Automobile Liability,Workers Compensation,and Umbrella Liability policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract.Umbrella Liability SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Corpus Christi THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y p ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Contracts and Procurement P.O. Box 9277 Corpus Christi,TX 78469 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID:ARDURRA-01 KMCGUFFIN LOC#: 0 ACORO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Ames&Gough 11000 N W Group, Court,Suite 800 POLICY NUMBER Miami,FL 33126 SEE PAGE 1 CARRIER NAIC CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: coverage sits excess over General Liability,Automobile Liability and Employers' Liability coverage.A 30-day Notice of Cancellation will be issued for the General Liability,Automobile Liability, Umbrella Liability,Workers Compensation and Professional Liability policies in accordance with policy terms and conditions. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS plies only to such "bodily injury" or "property AN INSURED: damage"that occurs before the end of the pe- Any person or organization that you agree in a riod of time for which the "written contract re- "written contract requiring insurance" to include as quiring insurance" requires you to provide an additiona I insured on this Coverage Part, but: such coverage or the end of the pol icy period, whichever is earlier. a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and 2. The following is added to Paragraph 4.a. of SEC- TION IV— COMMERCIAL GENERAL LIABILITY b. If, and only to the extent that, the injury or CONDITIONS: damage is caused by acts or omissions of you or your subcontractor in the performance The insurance provided to the additional insured of "your work" to which the "written contract is excess over any valid and collectible "other in- requiring insurance" applies. The person or surance , whether primary, excess, contingent or on any other basis, that is available to the addi- organization does not qualify as an additional insured with respect to the independent acts tional insured for a loss we cover. However, if you or omissions of such person or organization . specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- The insurance provided to such additional insured ditional insured under this Coverage Part must is limited as follows: apply on a primary basis or a primary and non- c. In the event that the Limits of Insurance of contributory basis, this insurance is primary to this Coverage Part shown in the Declarations "other insurance" available to the additional in- exceed the limits of liability required by the sured which covers that person or organization as "written contract requiring insurance", the in- a named insured for such loss, and we will not surance provided to the additional insured share with that "other insurance". But this insur- shall be limited to the limits of liability required ance provided to the additional insured still is ex- by that "written contract requiring insurance". cess over any valid and collectible "other insur- This endorsement shall not increase the li mits ance", whether primary, excess, contingent or on of insurance described in Section III — Limits any other basis, that is available to the additional Of Insurance. insured when that person or organization is an d. This insurance does not apply to the render- additional insured under any "other insurance". ing of or failure to render any "professional 3. The following is added to SECTION IV — COM- services" or construction management errors MERCIAL GENERAL LIABILITY CONDITIONS: or omissions. Duties Of An Additional Insured e. This insurance does not apply to "bodily in- As a condition of coverage provided to the addi- jury" or "property damage" caused by "your tional insured: work" and included in the "products- completed operations hazard" unless the a. The additional insured must give us written "written contract requiring insurance" specifi- notice as soon as practicable of an "occur- cally requires you to provide such coverage rence" or an offense which may result in a for that additional insured, and then the insur- claim. To the extent possible, such notice ance provided to the additional insured ap- should include: CG D4 14 04 08 ©2008 The Travelers Companies,Inc. Page 1 of 2 Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY i. How, when and where the 'occurrence" any provider of other insurance which would or offense took place; cover the additional insured for a loss we ii. The names and addresses of any injured cover. However, this condition does not affect persons and witnesses; and whether this insurance provided to the addi- iii. The nature and location of any injury or tional insured is primary to that other insur- damage arising out of the 'occurrence" or ance available to the additional insured which offense. covers that person or organization as a named insured. b. If a claim is made or "suit" is brought against Sec- the additional insured, the additional insured 4. The following is added to the DEFINITIONS Sec- m tion: must: L Immediately record the specifics of the "Written contract requiring insurance" means that claim or"suit" and the date received; and part of any written contract or agreement under ii. Notify us as soon as practicable. which you are required to include a person or or- ganization as an additional insured on this Cover- The additional insured must see to it that we age Part, provided that the "bodily injury" and receive written notice of the claim or "suit' as "property damage" occurs and the "personal in- soon as practicable. jury" is caused by an offense committed: c. The additional insured must immediately send a. After the signing and execution of the contract us copies of all legal papers received in con- or agreement by you; nection with the claim or "suit', cooperate with b. While that part of the contract or agreement is us in the investigation or settlement of the in effect; and claim or defense against the "suit', and oth- erwise comply with all policy conditions. c. Before the end of the policy period. d. The additional insured must tender the de- fense and indemnity of any claim or "suit' to Page 2 of 2 ©2008 The Travelers Companies,Inc. CG D4 14 04 08 Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITYCOVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefullyto determine rights, duties,and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less H. Blanket Additional Insured — Governmental B. Who Is An Insured—Unnamed Subsidiaries Entities—Permits Or Authorizations Relating To C. Who Is An Insured—Retired Partners, Members, Premises Directors And Employees I. Blanket Additional Insured — Governmental D. Who Is An Insured — Employees And Volunteer Entities—Permits Or Authorizations Relating To Workers— Bodily Injury To Co-Employees, Co- Operations Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice Members, Directors And Employees K. Medical Payments—Increased Limit E. Who Is An Insured —Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition — Limited Liability Companies Professional Liability F. Blanket Additional Insured—Controlling Interest M. Blanket Waiver Of Subrogation—When Required G. Blanket Additional Insured — Mortgagees, By Written Contract Or Agreement Assignees, Successors Or Receivers N. Contractual Liability—Railroads PROVISIONS uses or is responsible for the use of a A. NON-OWNED WATERCRAFT — 75 FEET watercraft that you do not own that is: LONG OR LESS (1) 75 feet long or less; and 1. The following replaces Paragraph (2) of (2) Not being used to carry any person Exclusion g., Aircraft, Auto Or Watercraft, or propertyfor a charge; in Paragraph 2. of SECTION I — B. WHO IS AN INSURED — UNNAMED COVERAGES — COVERAGE A — BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II—WHO IS LIABILITY: AN INSURED: (2) A watercraft you do not own that is: Any of your subsidiaries, other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or propertyfor a charge; if: 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an SECTION II—WHO IS AN INSURED: ownership interest of more than 50% in, such e. Any person or organization that, with subsidiary on the first day of the policy your express or implied consent, either period;and CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under Unless you are in the business or occupation similar other insurance. of providing professional health care No such subsidiary is an insured for "bodily services, Paragraphs(1)(a), (b), (C) and (d) injury' or "property damage" that occurred, or above do not apply to "bodily injury" arising "personal and advertising injury" caused by an out of providing or failing to provide first aid offense committed: or"Good Samaritan services"by any of your retired partners, members, directors or a. Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary;or retired partners, members, directors or b. After the date, if any,during the policy period "employees" providing or failing to provide that you no longer maintain an ownership first aid or"Good Samaritan services"during interest of more than 50% in such subsidiary. their work hours for you will be deemed to be acting within the scope of their employment For purposes of Paragraph 1. of Section II—Who by you or performing duties related to the Is An Insured, each such subsidiary will be conduct of your business. deemed to be designated in the Declarations as: (2) "Personal injury": a. A limited liability company; b. An organization other than a partnership, (a) To you, r your current or retired 9 P P� partners or members (if you are a joint venture or limited liability company; or partnership or joint venture), to your C. A trust; current or retired members (if you are a as indicated in its name or the documents that limited liability company), to your other govern its structure. current or retired directors or "employees"while in the course of his or C. WHO IS AN INSURED—RETIRED PARTNERS, her employment or performing duties MEMBERS, DIRECTORS AND EMPLOYEES related to the conduct of your business, The following is added to Paragraph 2. of or to your other "volunteer workers" SECTION II—WHO IS AN INSURED: while performing duties related to the conduct of your business; Any person who is your retired partner, member, (b) To the spouse, child, parent, brother or director or"employee"that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or acts within the scope of their employment by you "volunteer worker" as a consequence of or while performing duties related to the conduct Paragraph(2)(a)above; of your business. However, no such retired (C) For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone insured for: else who must pay damages because of the injury described in Paragraph (2)(a) (1) "Bodily injury": or(b) above; or (a) To you, to your current partners or (d) Arising out of his or her providing or members (if you are a partnership or failing to provide professional health care joint venture), to your current members (if you are a limited liability company) or services. to your current directors; (3) "Property damage"to property: (b) To the spouse, child, parent, brother or (a) Owned, occupied or used by;or sister of that current partner, member or (b) Rented to, in the care, custody or control director as a consequence of Paragraph (1)(a)above; of, or over which physical control is being exercised for any purpose by- (c) For which there is any obligation to share damages with or repay someone you, any of your retired partners, members else who must pay damages because of or directors, your current or retired the injury described in Paragraph (1)(a) "employees" or "volunteer workers", any or(b) above; or current partner or member (if you are a (d) Arising out of his or her providing or partnership or joint venture), or any current failing to provide professional health care member (if you are a limited liability services. company)or current director. Page 2 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED — EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS — BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO VOLUNTEER a. A limited liability company; WORKERS AND RETIRED PARTNERS, MEMBERS,DIRECTORS AND EMPLOYEES b. An organization other than a partnership, The following is added to Paragraph 2.a.(1) of joint venture or limited liability company; or SECTION II—WHO IS AN INSURED: Paragraphs (1)(a), (b) and (C) above do not C. A trust; apply to"bodily injury" to a current or retired co- as indicated in its name or the documents "employee" while in the course of the co- thatgovern itsstructure. "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED — duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1. The following is added to SECTION II — workers" or retired partners, members or WHO IS AN INSURED: directors while performing duties related to the conduct of your business. Any person or organization that has financial E. WHO IS AN INSURED—NEWLY ACQUIRED control of you is an insured with respect to OR FORMED LIMITED LIABILITY COMPANIES liability for "bodily injury", "property damage" or "personal and advertising injury" that The following replaces Paragraph 3. of arises out of: SECTION II—WHO IS AN INSURED: a. Such financial control;or 3. Any organization you newly acquire or form, b. Such person's or organization's other than a partnership or joint venture,and ownership, maintenance or use of of which you are the sole owner or in which premises leased to or occupied by you. you maintain an ownership interest of more than 50%, will qualify as a Named Insured if The insurance provided to such person or there is no other similar insurance available organization does not apply to structural to that organization. However: alterations, new construction or demolition a. Coverage under this provision is operations performed by or on behalf of such afforded only: person or organization. (1) Until the 180th day after you acquire 2. The following is added to Paragraph 4. of or form the organization or the end SECTION II—WHO IS AN INSURED: of the policy period, whichever is This paragraph does not apply to any earlier, if you do not report such premises owner, manager or lessor that has organization in writing to us within financial control of you. 180 days afteryou acquire or form it; G. BLANKET ADDITIONAL INSURED — or MORTGAGEES, ASSIGNEES, SUCCESSORS (2) Until the end of the policy period, OR RECEIVERS when that date is later than 180 days The following is added to SECTION II—WHO IS after you acquire or form such AN INSURED: organization, if you report such organization in writing to us within Any person or organization that is a mortgagee, 180 days after you acquire or form it; assignee, successor or receiver and that you b. Coverage A does not apply to "bodily have agreed in a written contract or agreement injury" or "property damage" that to include as an additional insured on this occurred before you acquired or formed Coverage Part is an insured, but only with the organization; and respect to its liability as mortgagee, assignee, successor or receiver for"bodily injury', "property C. Coverage B does not apply to "personal damage" or "personal and advertising injury" and advertising injury" arising out of an that: offense committed before you acquired a. Is "bodily injury" or "property damage" that or formed the organization. occurs, or is"personal and advertising injury" For the purposes of Paragraph 1. of Section caused by an offense that is committed, II — Who Is An Insured, each such CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement;and banners or decorations. b. Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED — use of the premises for which that GOVERNMENTAL ENTITIES — PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II—WHO IS this Coverage Part. AN INSURED: The insurance provided to such mortgagee, Any governmental entity that has issued a permit assignee, successor or receiver is subject to the or authorization with respect to operations following provisions: performed by you or on your behalf and that you a. The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less. and advertising injury" arising out of such b. The insurance provided to such person or operations. organization does not apply to: The insurance provided to such governmental (1) Any "bodily injury' or "property damage" entity does not apply to: that occurs, or any "personal and a. Any "bodily injury", "property damage" or advertising injury" caused by an offense "personal and advertising injury" arising out that is committed, after such contract or of operations performed for the agreement is no longer in effect; or governmental entity; or (2) Any"bodily injury", "property damage" or b. Any "bodily injury" or "property damage" "personal and advertising injury" arising included in the "products-completed out of any structural alterations, new operations hazard". construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICE performed by or on behalf of such mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the receiver. definition of "occurrence" in the H. BLANKET ADDITIONAL INSURED — DEFINITIONS Section: GOVERNMENTAL ENTITIES — PERMITS OR b. An act or omission committed in AUTHORIZATIONS RELATING TO PREMISES providing or failing to provide "incidental The following is added to SECTION II—WHO IS medical services", first aid or "Good AN INSURED: Samaritan services"to a person, unless you are in the business or occupation of Any governmental entity that has issued a permit providing professional health care or authorization with respect to premises owned services. or occupied by, or rented or loaned to, you and 2. The following replaces the last paragraph of that you are required by any ordinance, law, Paragraph 2.a.(1) of SECTION II —WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupation Coverage Part is an insured, but only with of providing professional health care respect to liability for "bodily injury", "property services, Paragraphs(1)(a), (b), (c) and (d) damage" or "personal and advertising injury" above do not apply to "bodily injury" arising arising out of the existence, ownership, use, out of providing or failing to provide: maintenance, repair, construction, erection or removal of any of the following for which that (a) "Incidental medical services" by any of governmental entity has issued such permit or your "employees" who is a nurse, authorization: advertising signs, awnings, nurse assistant, emergency medical canopies, cellar entrances, coal holes, technician, paramedic, athletic trainer, driveways, manholes, marquees, hoist away audiologist, dietician, nutritionist, Page 4 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for"bodily injury" that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your"employees"or"volunteer subject to Paragraph 2.a.(1) of Section II — workers", other than an employed or Who IsAn Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS—INCREASED LIMIT or"volunteer workers" providing or failing The following replaces Paragraph 7. of to provide first aid or "Good Samaritan SECTION III—LIMITS OF INSURANCE: services"during their work hours for you will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person,and will be the higher of: Paragraph 5. of SECTION III — LIMITS OF a. $10,000; or INSURANCE: For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION—PROFESSIONAL LIABILITY services"to any one person will be deemed to be one"occurrence". The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — 4. The following exclusion is added to COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I — CONDITIONS: COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent Sale Of Pharmaceuticals or on any other basis, that is Professional Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION — pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACT knowledge or consent of the insured. OR AGREEMENT 5. The following is added to the DEFINITIONS Section: The following is added to Paragraph 8.,Transfer "Incidental medical services"means: Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x- LIABILITY CONDITIONS: ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related furnishing of food or beverages; or agreement to waive that insured's right of recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY occurs; or CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY—RAILROADS 1. The following replaces Paragraph C. of the definition of "insured contract' in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY NUMBER: 630-5X487435 ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice: 30 MATERIAL LIMITATION OF COVERAGE: Number of Days Notice: 30 PERSON OR AS REQUIRED BY WRITTEN CONTRACT ORGANIZATION: ADDRESS: AS REQUIRED BY WRITTEN CONTRACT PROVISIONS in such Schedule. We will mail such notice to the A. If we cancel this policy for any legally permitted address shown in the Schedule above at least the reason other than nonpayment of premium, and a number of days shown for When We Do Not number of days is shown for Cancellation in the Renew (Nonrenewal) in such Schedule before the Schedule above, we will mail notice of effective date of nonrenewal. cancellation to the person or organization shown C. If we add a material limitation on the coverage in such Schedule. We will mail such notice to the provided by this policy, and a number of days is address shown in the Schedule above at least the shown for Material Limitation Of Coverage in the number of days shown for Cancellation in such Schedule above, we will mail notice of such Schedule before the effective date of cancellation. limitation to the person or organization shown in B. If we do not renew this policy for any legally such Schedule. We will mail such notice to the permitted reason other than nonpayment of address shown in the Schedule above at least the premium, and a number of days is shown for number of days shown for Material Limitation Of When We Do Not Renew (Nonrenewal) in the Coverage in such Schedule before the effective Schedule above, we will mail notice of date of such limitation. nonrenewal to the person or organization shown IL T3 54 05 19 ©2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Policy Number: 810-5X558309 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT - FLORIDA This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF B. BLANKET ADDITIONAL INSURED USE— INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS— K. AIRBAGS INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE L. NOTICE AND KNOWLEDGE OF ACCIDENT OR COVERAGE—INDEMNITY BASIS LOSS G. WAIVER OF DEDUCTIBLE—GLASS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS during the policy period, to be named as an A. BROAD FORM NAMED INSURED additional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to The following is added to Paragraph A.1., Who Is which this insurance applies and only to the An Insured, of SECTION II—COVERED AUTOS extent that person or organization qualifies as an LIABILITY COVERAGE: "insured" under the Who Is An Insured provision Any organization you newly acquire or form contained in Section II. during the policy period over which you maintain C. EMPLOYEE HIRED AUTO 50% or more ownership interest and that is not 1. The following is added to Paragraph A.1., separately insured for Business Auto Coverage. Who Is An Insured, of SECTION II — Coverage under this provision is afforded only until the 180th day after you acquire or form the COVERED AUTOS LIABILITY COVERAGE: organization or the end of the policy period, An "employee" of yours is an "insured" while whichever is earlier. operating an "auto" hired or rented under a B. BLANKET ADDITIONAL INSURED contract or agreement in an "employee's" name, with your permission, while performing The following is added to Paragraph c. in A.1., duties related to the conduct of your Who Is An Insured, of SECTION II — COVERED business. AUTOS LIABILITY COVERAGE: 2. The following replaces Paragraph b. in B.5., Any person or organization who is required under Other Insurance, of SECTION IV — a written contract or agreement between you and BUSINESS AUTO CONDITIONS: that person or organization, that is signed and executed by you before the "bodily injury" or b. For Hired Auto Physical Damage "property damage" occurs and that is in effect Coverage, the following are deemed to be covered "autos" you own: CA F2 19 03 21 ©2021 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL AUTO (1) Any covered "auto" you lease, hire, days or less and that is not an "auto" you rent or borrow; and lease, hire, rent or borrow from any of your (2) Any covered auto hired or rented by "employees", partners (if you are a your "employee" under a contract in partnership), members (if you are a limited an "employee's" name, with your liability company) or members of their permission, while performing duties households. related to the conduct of your (a) With respect to any claim made or "suit" business. brought outside the United States of However, any "auto" that is leased, hired, America, the territories and possessions rented or borrowed with a driver is not a of the United States of America, Puerto covered "auto". Rico and Canada: D. EMPLOYEES AS INSURED (i) You must arrange to defend the "insured" against, and investigate or The following is added to Paragraph A.1., Who Is settle any such claim or "suit" and An Insured, of SECTION II—COVERED AUTOS keep us advised of all proceedings LIABILITY COVERAGE: and actions. Any "employee" of yours is an "insured" while (ii) Neither you nor any other involved using a covered "auto" you don't own, hire or "insured" will make any settlement borrow in your business or your personal affairs. without our consent. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii)We may, at our discretion, participate LIMITS in defending the "insured" against, or 1. The following replaces Paragraph A.2.a.(2), in the settlement of, any claim or of SECTION II — COVERED AUTOS "suit". LIABILITY COVERAGE: (iv)We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds pay as damages because of "bodily (including bonds for related traffic law injury" or "property damage" to which violations) required because of an this insurance applies, that the "accident" we cover. We do not have to "insured" pays with our consent, but furnish these bonds. only up to the limit described in 2. The following replaces Paragraph A.2.a.(4), Paragraph C., Limits Of Insurance, of of SECTION II — COVERED AUTOS SECTION II — COVERED AUTOS LIABILITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day with our consent for your because of time off from work. investigation of such claims and your F. HIRED AUTO — LIMITED WORLDWIDE defense of the "insured" against any COVERAGE—INDEMNITY BASIS such "suit", but only up to and included within the limit described in The following replaces Subparagraph (5) in Paragraph C., Limits Of Insurance, of Paragraph B.7., Policy Period, Coverage SECTION II — COVERED AUTOS Territory, of SECTION IV — BUSINESS AUTO LIABILITY COVERAGE, and not in CONDITIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, have used up the applicable limit of embargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and settlements or defense expenses. prohibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for and collectible other insurance available Covered Autos Liability Coverage for any to the "insured" whether primary, excess covered "auto" that you lease, hire, rent or contingent or on any other basis. borrow without a driver for a period of 30 Page 2 of 4 ©2021 The Travelers Indemnity Company.All rights reserved. CA F2 19 03 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL AUTO (c) This insurance is not a substitute for J. PERSONAL PROPERTY required or compulsory insurance in any The following is added to Paragraph AA., country outside the United States, its Coverage Extensions, of SECTION III — territories and possessions, Puerto Rico PHYSICAL DAMAGE COVERAGE: and Canada. You agree to maintain all required or Personal Property compulsory insurance in any such We will pay up to $400 for "loss" to wearing country up to the minimum limits required apparel and other personal property which is: by local law. Your failure to comply with (1) Owned by an "insured"; and compulsory insurance requirements will (2) In or on your covered "auto". not invalidate the coverage afforded by this policy, but we will only be liable to the This coverage applies only in the event of a total same extent we would have been liable theft of your covered "auto". had you complied with the compulsory No deductibles apply to this Personal Property insurance requirements. coverage. (d) It is understood that we are not an K. AIRBAGS admitted or authorized insurer outside the The following is added to Paragraph B.3., United States of America, its territories Exclusions, of SECTION III — PHYSICAL and possessions, Puerto Rico and DAMAGE COVERAGE: Canada. We assume no responsibility for the furnishing of certificates of insurance, Exclusion 3.a. does not apply to "loss" to one or or for compliance in any way with the more airbags in a covered "auto" you own that laws of other countries relating to inflate due to a cause other than a cause of"loss" insurance. set forth in Paragraphs A.1.b. and A.1.c., but G. WAIVER OF DEDUCTIBLE—GLASS only: a. If that "auto" is a covered "auto" for The following is added to Paragraph D.,Deductible, of SECTION III — PHYSICAL Comprehensive Coverage under this policy; DAMAGE COVERAGE: b. The airbags are not covered under any No deductible applies under Specified Causes of warranty; and Loss or Comprehensive coverage for "loss" to C. The airbags were not intentionally inflated. glass used in the windshield. We will pay up to a maximum of $1,000 for any H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF one "loss". USE—INCREASED LIMIT L. NOTICE AND KNOWLEDGE OF ACCIDENT OR The following replaces the last sentence of LOSS Paragraph AA.b., Loss Of Use Expenses, of The following is added to Paragraph A.2.a., of SECTION III — PHYSICAL DAMAGE SECTION IV— BUSINESS AUTO CONDITIONS: COVERAGE: Your duty to give us or our authorized However, the most we will pay for any expenses representative prompt notice of the "accident" or for loss of use is $65 per day, to a maximum of "loss"applies only when the"accident"or"loss" is $750 for any one "accident". known to: I. PHYSICAL DAMAGE — TRANSPORTATION (a) You (if you are an individual); EXPENSES— INCREASED LIMIT (b) A partner (if you are a partnership); The following replaces the first sentence in (c) A member (if you are a limited liability Paragraph A.4.a., Transportation Expenses, of company); SECTION III — PHYSICAL DAMAGE COVERAGE: (d) An executive officer, director or insurance We will pay up to $50 per day to a maximum of manager (if you are a corporation or other organization); or $1,500 for temporary transportation expense incurred by you because of the total theft of a (e) Any "employee" authorized by you to give covered "auto" of the private passenger type. notice of the "accident" or"loss". CA F2 19 03 21 ©2021 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION by such contract. The waiver applies only to The following replaces Paragraph A.5., Transfer the person or organization designated in such Of Rights Of Recovery Against Others To Us, contract. of SECTION IV — BUSINESS AUTO N. UNINTENTIONAL ERRORS OR OMISSIONS CONDITIONS: The following is added to Paragraph B.2., 5. Transfer Of Rights Of Recovery Against Concealment, Misrepresentation, Or Fraud, of Others To Us SECTION IV— BUSINESS AUTO CONDITIONS: We waive any right of recovery we may have The unintentional omission of, or unintentional against any person or organization to the error in, any information given by you shall not extent required of you by a written contract prejudice your rights under this insurance. signed and executed prior to any "accident' However this provision does not affect our right to or 'loss", provided that the "accident' or collect additional premium or exercise our right of "loss" arises out of operations contemplated cancellation or non—renewal. Page 4 of 4 ©2021 The Travelers Indemnity Company.All rights reserved. CA F2 19 03 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission Policy Number: 810-5X558309 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.S., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part S. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 Of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. POLICY NUMBER: 810-5X558309 ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW(Nonrenewal): Number of Days Notice: 30 MATERIAL LIMITATION OF COVERAGE: Number of Days Notice: 30 PERSON OR AS REQUIRED BY WRITTEN CONTRACT ORGANIZATION: ADDRESS: AS REQUIRED BY WRITTEN CONTRACT TAMPA FL 33634 PROVISIONS in such Schedule. We will mail such notice to the A. If we cancel this policy for any legally permitted address shown in the Schedule above at least the reason other than nonpayment of premium, and a number of days shown for When We Do Not number of days is shown for Cancellation in the Renew (Nonrenewal) in such Schedule before the Schedule above, we will mail notice of effective date of nonrenewal. cancellation to the person or organization shown C. If we add a material limitation on the coverage in such Schedule. We will mail such notice to the provided by this policy, and a number of days is address shown in the Schedule above at least the shown for Material Limitation Of Coverage in the number of days shown for Cancellation in such Schedule above, we will mail notice of such Schedule before the effective date of limitation to the person or organization shown in cancellation. such Schedule. We will mail such notice to the B. If we do not renew this policy for any legally address shown in the Schedule above at least the permitted reason other than nonpayment of number of days shown for Material Limitation Of premium, and a number of days is shown for Coverage in such Schedule before the effective When We Do Not Renew (Nonrenewal) in the date of such limitation. Schedule above, we will mail notice of nonrenewal to the person or organization shown IL T3 54 05 19 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 TRAVELERS J� WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 06 R3 (00) - 001 POLICY NUMBER: UB-5x489557 NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX—CONDITIONS : Notice Of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organiza- tion before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation. SCHEDULE Name and Address of Designated Persons or Organizations: Number of Days Notice ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN 30 , BUT ONLY IF: 1. YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PE RSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTI CE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BE GINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMEN T. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned by DATE OF ISSUE: ST ASSIGN: Page 1 of 1 ©2013 The Travelers Indemnity Company.All rights reserved. TRAVELERS JW WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 42 03 04 ( B) — 001 POLICY NUMBER: Us-5X489557 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. 1• ❑ Specific Waiver L`J Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL TEXAS OPERATIONS 3. Premium: The premium charge for this endorsement shall be 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: $ This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium Insurance Company Countersigned by DATE OF ISSUE: 1 ST ASSIGN: Page 1 of 1 ©Copyright 2014 National Council on Compensation Insurance, Inc.All Rights Reserved. Policy Number:CUP-5X642114 UMBRELLA EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE THIS POLICY, IN PART, PROVIDES FOLLOW-FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. COVERAGE WILL APPLY ON A DEFENSE-WITHIN-LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and 'bur" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II — WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI — DEFINITIONS. SECTION I —COVERAGES provisions to the contrary contained in this A. COVERAGE A — EXCESS FOLLOW-FORM insurance. LIABILITY 3. The amount we will pay for damages is limited as described in SECTION III — LIMITS OF 1. We will pay on behalf of the insured those INSURANCE. sums, in excess of the "applicable underlying limit", that the insured becomes legally 4. For the purposes of Paragraph 1. above: obligated to pay as damages to which a. The applicable limit of insurance stated Coverage A of this insurance applies, provided for the policies of "underlying insurance" that the "underlying insurance" would apply to in the Schedule Of Underlying Insurance such damages but for the exhaustion of its will be considered to be reduced or applicable limits of insurance. If a sublimit is exhausted only by the following specified in any "underlying insurance", payments: Coverage A of this insurance applies to (1) Payments of judgments or damages that are in excess of that sublimit only settlements for damages that are if such sublimit is shown for that "underlying covered by that "underlying insurance" in the Schedule Of Underlying insurance". However, if such Insurance. "underlying insurance" has a policy 2. Coverage A of this insurance is subject to the period which differs from the policyperiod of this Excess Follow-Form same terms, conditions, agreements, And Umbrella Liability Insurance, any exclusions and definitions as the "underlying such payments for damages that insurance", except with respect to any would not be covered by this Excess Follow-Form And Umbrella Liability EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 22 Policy Number:CUP-5X642114 UMBRELLA Insurance because of its different policy date provision, the retroactive date for period will not reduce or exhaust the Coverage A of this insurance is the same as applicable limit of insurance stated for the retroactive date of that "underlying such "underlying insurance"; insurance". (2) Payments of "medical expenses" that B. COVERAGE B— UMBRELLA LIABILITY are covered by that "underlying 1. We will pay on behalf of the insured those insurance" and are incurred for "bodily sums in excess of the "self-insured retention" injury" caused by an accident that takes that the insured becomes legally obligated to place during the policy period of this pay as damages because of "bodily injury", Excess Follow-Form And Umbrella "property damage", "personal injury" or Liability Insurance; or "advertising injury" to which Coverage B of (3) Payments of defense expenses that this insurance applies. are covered by that "underlying 2. Coverage B of this insurance applies to insurance", only if such "underlying "bodily injury" or"property damage" only if: insurance" includes such payments within the limits of insurance. However, a. The "bodily injury" or "property damage" is if such "underlying insurance" has a caused by an "occurrence" that takes policy period which differs from the place anywhere in the world; policy period of this Excess Follow- b. The "bodily injury" or "property damage" Form And Umbrella Liability Insurance, occurs during the policy period; and any such payments for defense c, Prior to the policy period, no insured listed expenses that would not be covered by under Paragraph 1. in Paragraph B., this Excess Follow-Form And Umbrella COVERAGE B — UMBRELLA Liability Insurance because of its LIABILITY, of SECTION II — WHO IS AN different policy period will not reduce or INSURED and no "employee" authorized exhaust the applicable limit of by you to give or receive notice of an insurance stated for such "underlying "occurrence" or claim, knew that the insurance". "bodily injury" or "property damage" had If the applicable limit of insurance stated for occurred, in whole or in part. If such a the policies of "underlying insurance" in the listed insured or authorized "employee" Schedule Of Underlying Insurance is knew, prior to the policy period, that the actually reduced or exhausted by other "bodily injury" or "property damage" payments, Coverage A of this insurance is occurred, in whole or in part, then any not invalidated. However, in the event of a continuation, change or resumption of loss, we will pay only to the extent that we such "bodily injury" or "property damage" would have paid had such limit not been during or after the policy period will be actually reduced or exhausted by such deemed to have been known prior to the other payments. policy period. b. If any "underlying insurance" has a limit of 3. Coverage B of this insurance applies to insurance greater than the amount shown "personal injury" or "advertising injury" caused for that insurance in the Schedule of by an offense arising out of your business, but Underlying Insurance, this insurance will only if the offense was committed during the apply in excess of that greater amount. If policy period anywhere in the world. any "underlying insurance" has a limit of 4. The amount we will pay for damages is limited insurance, prior to any reduction or as described in SECTION III — LIMITS OF exhaustion by payment of damages, INSURANCE. "medical expenses" or defense expenses described in Paragraph a. above, that is 5. "Bodily injury" or"property damage": less than the amount shown for that a. Which occurs during the policy period; and insurance in the Schedule Of Underlying b. Which was not prior to, but was during, the Insurance, this insurance will apply in policy period known to have occurred by excess of the amount shown for such any insured listed under Paragraph 1. in insurance in the Schedule Of Underlying Paragraph B., COVERAGE B — Insurance. UMBRELLA LIABILITY of SECTION II — S. When the "underlying insurance" applies on a WHO IS AN INSURED, or any "employee" claims-made basis and includes a retroactive authorized by you to give notice of an "occurrence" or claim; Page 2 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA includes any continuation, change or Management Service Expenses Limit has resumption of the "bodily injury" or "property been exhausted, whichever occurs first. damage" after the end of the policy period. 4. The amount we will pay for "crisis 6. "Bodily injury" or "property damage" will be management service expenses" is limited as deemed to have been known to have occurred described in SECTION III — LIMITS OF at the earliest time when any insured listed INSURANCE. under Paragraph 1. in Paragraph B., 5. A "self-insured retention" does not apply to COVERAGE B — UMBRELLA LIABILITY, of "crisis management service expenses". SECTION II — WHO IS AN INSURED or any "employee" authorized by you to give or receive 6. Any payment of "crisis management service notice of an "occurrence" or claim: expenses" that we make will not be determinative of our obligations under this a. Reports all, or any part, of the "bodily injury" insurance with respect to any claim or"suit" or or "property damage" to us or any other create any duty to defend or indemnify any insurer; insured for any claim or"suit". b. Receives a written or verbal demand or D. DEFENSE AND SUPPLEMENTARY PAYMENTS claim for damages because of the "bodily injury" or"property damage"; or 1. We will have the right and duty to defend the insured: c. Becomes aware by any other means that a. Under Coverage A, against a "suit" the bodily injury or property damage has seeking damages to which such coverage occurred or has begun to occur. applies, if: 7. Damages because of "bodily injury" include (1) The "applicable underlying limit" is the damages claimed by any person or applicable limit of insurance stated for organization for care, loss of services or death a policy of "underlying insurance" in resulting at any time from the "bodily injury". the Schedule Of Underlying 8. Coverage B of this insurance does not apply to Insurance and such limit has been damages covered by any "underlying exhausted solely due to payments as insurance" or that would have been covered by permitted in Paragraphs 4.a.(1), (2) any "underlying insurance" but for the and (3) of COVERAGE A — EXCESS exhaustion of its applicable limit of insurance. FOLLOW-FORM LIABILITY of C. COVERAGE C — CRISIS MANAGEMENT SECTION I —COVERAGES; or SERVICE EXPENSES (2) The "applicable underlying limit" is the 1. We will reimburse the insured, or pay on the applicable limit of any "other insured's behalf, "crisis management service insurance" and such limit has been expenses" to which Coverage C applies. exhausted by payments of judgments, settlements or medical expenses, or 2. Coverage C of this insurance applies to "crisis related costs or expenses (if such management service expenses" that: costs or expenses reduce such a. Arise out of a "crisis management event" limits). that first commences during the policy For any "suit" for which we have the right period; and duty to defend the insured under b. Are incurred by the insured, after a "crisis Coverage A, defense expenses will be management event" first commences and within the limits of insurance of this policy before such event ends; and when such expenses are within the limits c. Are submitted to us within 180 days after of insurance of the applicable "underlying the "crisis management advisor" advises insurance"; or you that the "crisis management event" no b. Under Coverage B, against a "suit" longer exists. seeking damages to which such coverage 3. A"crisis management event"will be deemed to: applies. 2. We have no duty to defend any insured a. First commence at the time when any against any "suit": "executive officer" first becomes aware of an "event" or "occurrence" that leads to that a. Seeking damages to which this insurance "crisis management event"; and does not apply; or b. End when we decide that the crisis no b. If any other insurer has a duty to defend. longer exists or when the Crisis EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 3 of 22 Policy Number:CUP-5X642114 UMBRELLA 3. When we have the duty to defend, we may, at With respect to a claim we investigate or our discretion, investigate and settle any claim settle, or "suit" against an insured we defend or "suit". In all other cases, we may, at our under COVERAGE A — EXCESS FOLLOW- discretion, participate in the investigation, FORM LIABILITY, these payments will not defense and settlement of any claim or "suit" for reduce the applicable limits of insurance, but damages to which this insurance may apply. If only if the applicable "underlying insurance" we exercise such right to participate, all provides for such payments in addition to its expenses we incur in doing so will not reduce limits of insurance. With respect to a claim we the applicable limits of insurance. investigate or settle, or "suit" against an 4. Our duty to defend ends when we have used up insured we defend under COVERAGE B — the applicable limit of insurance in the payment UMBRELLA LIABILITY, these payments will of judgments or settlements, or defense not reduce the applicable limits of insurance. expenses if such expenses are within the limits SECTION II —WHO IS AN INSURED of insurance of this policy. A. COVERAGE A — EXCESS FOLLOW-FORM S. We will pay, with respect to a claim we LIABILITY investigate or settle, or "suit" against an insured With respect to Coverage A, the following persons we defend: and organizations qualify as insureds: a. All expenses we incur. 1. The Named Insured shown in the b. The cost of: Declarations; and (1) Bail bonds required because of 2. Any other person or organization qualifying as accidents or traffic law violations arising an insured in the "underlying insurance". If out of the use of any vehicle to which you have agreed to provide insurance for that this insurance applies; or person or organization in a written contract or (2) Appeal bonds and bonds to release agreement: attachments; a. The limits of insurance afforded to such but only for bond amounts within the person or organization will be: applicable limit of insurance. We do not (1) The amount by which the minimum have to furnish these bonds. limits of insurance you agreed to c. All reasonable expenses incurred by the provide such person or organization insured at our request to assist us in the in that written contract or agreement investigation or defense of such claim or exceed the total limits of insurance of "suit", including actual loss of earnings up all applicable "underlying insurance"; to $1,000 a day because of time off from or work. (2) The limits of insurance of this policy; d. All court costs taxed against the insured in whichever is less; and the "suit". However, these payments do not b. Coverage under this policy does not apply include attorneys' fees or attorneys' to such person or organization if the expenses taxed against the insured. minimum limits of insurance you agreed e. Prejudgment interest awarded against the to provide such person or organization in insured on that part of the judgment we that written contract or agreement are pay. If we make an offer to pay the wholly within the total limits of insurance applicable limit of insurance, we will not pay of all available applicable "underlying any prejudgment interest based on that insurance". period of time after the offer. B. COVERAGE B— UMBRELLA LIABILITY f. All interest that accrues on the full amount With respect to Coverage B: of any judgment after entry of the judgment and before we have paid, offered to pay or 1. The Named Insured shown in the deposited in court the part of the judgment Declarations is an insured. that is within the applicable limit of 2. If you are: insurance. If we do not pay part of the judgment for any reason other than it is a. An individual, your spouse is also an more than the applicable limit of insurance, insured, but only with respect to the conduct of a business of which you are we will not pay any interest that accrues on the sole owner. that portion of the judgment. Page 4 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA b. A partnership or joint venture, your damages because of the injury members, your partners and their spouses described in Paragraph (1)(a) or are also insureds, but only with respect to (b) above; or the conduct of your business. (d) Arising out of his or her providing c. A limited liability company, your members or failing to provide professional are also insureds, but only with respect to health care services. the conduct of your business. Your Unless you are in the business or managers are also insureds, but only with occupation of providing professional respect to their duties as your managers. health care services, Paragraphs d. An organization other than a partnership, (1)(a), (b), (c) and (d) above do not joint venture or limited liability company, apply to "bodily injury" arising out of your 'officers" and directors are also providing or failing to provide first aid insureds, but only with respect to their or "Good Samaritan services" by any duties as your 'officers" or directors. Your of your "employees" or "volunteer stockholders are also insureds, but only workers other than an employed or volunteer doctor. Any such with respect to their liability as "employees" or "volunteer workers" stockholders. providing or failing to provide first aid e. A trust, your trustees are also insureds, but or "Good Samaritan services" during only with respect to their duties as trustees. their work hours for you will be 3. Each of the following is also an insured: deemed to be acting within the scope of their employment by you or a. Your "volunteer workers" only while performing duties related to the performing duties related to the conduct of conduct of your business. your business, or your "employees", other (2) "Property damage" to property: than either your "officers" (if you are an organization other than a partnership, joint (a) Owned, occupied or used by; or venture or limited liability company) or your (b) Rented to, in the care, custody or managers (if you are a limited liability control of, or over which physical company), but only for acts within the control is being exercised for any scope of their employment by you or while purpose by; performing duties related to the conduct of you, any of your "employees" or your business. However, none of these "volunteer workers", any of your "employees" or "volunteer workers" are partners or members (if you are a insureds for: partnership or joint venture), or any of (1) "Bodily injury" or "personal injury": your members (if you are a limited (a) To you, to your partners or liability company). members (if you are a partnership b. Any person (other than your "employee" or joint venture), to your members or "volunteer worker"), or any (if you are a limited liability organization, while acting as your real company), to a co-"employee" estate manager. while in the course of his or her c. Any person or organization having proper employment or performing duties temporary custody of your property if you related to the conduct of your die, but only: business, or to your other (1) With respect to liability arising out of "volunteer workers" while the maintenance or use of that performing duties related to the property; and conduct of your business; (2) Until your legal representative has (b) To the spouse, child, parent, been appointed. brother or sister of that co- d. Your legal representative if you die, but "employee" or "volunteer worker" only with respect to duties as such. That as a consequence of Paragraph representative will have all your rights and (1)(a) above; duties under this insurance. (c) For which there is any obligation to 4. Any organization, other than a partnership, share damages with or repay joint venture or limited liability company, of someone else who must pay which you are the sole owner, or in which you EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 5 of 22 Policy Number:CUP-5X642114 UMBRELLA maintain an ownership interest of more than the date, if any, during the policy period, that 50%, on the first day of the policy period is an you no longer maintain an ownership interest insured and will qualify as a Named Insured. No of more than 50% in such organization. such organization is an insured or will qualify as 3. Any organization you newly acquire or form, a Named Insured for "bodily injury" or "property other than a partnership, joint venture or damage" that occurred, or "personal injury" or limited liability company, and of which you are "advertising injury" caused by an offense the sole owner, or in which you maintain an committed after the date, if any, during the ownership interest of more than 50%, if there policy period, that you no longer maintain an is no other similar insurance available to that ownership interest of more than 50% in such organization. However: organization. a. Coverage under this provision is afforded S. Any organization you newly acquire or form, only until the 180th day after you acquire other than a partnership, joint venture or limited or form the organization or the end of the liability company, and of which you are the sole policy period, whichever is earlier; and owner, or in which you maintain an ownership interest of more than 50%, is an insured and b. Coverage for such organization does not will qualify as a Named Insured if there is no apply to "crisis management service other similar insurance available to that expenses" arising out of a "crisis organization. However: management event" that occurred before you acquired or formed the organization, a. Coverage under this provision is afforded even if an "executive officer" only first only until the 180th day after you acquire or becomes aware of an "event" or form the organization or the end of the "occurrence" that leads to such "crisis policy period, whichever is earlier; and management event" after the date you b. Coverage for such organization does not acquired or formed the organization. apply to: No person or organization is an insured or will (1) "Bodily injury" or "property damage" qualify as a Named Insured with respect to the that occurred; or conduct of any current or past partnership, joint venture or limited liability company that is not (2) Personal injury or advertising injury shown as a Named Insured in the Declarations. arising out of an offense committed; SECTION III— LIMITS OF INSURANCE before you acquired or formed the organization. A. The Limits of Insurance shown in the Declarations No person or organization is an insured or will and the rules below fix the most we will pay for the qualify as a Named Insured with respect to the amounts described below to which this insurance conduct of any current or past partnership, joint applies regardless of the number of: venture or limited liability company that is not shown 1. Insureds; as a Named Insured in the Declarations. This 2. Claims made or"suits" brought; paragraph does not apply to any such partnership, joint venture or limited liability company that 3. Number of vehicles involved; otherwise qualifies as an insured under Paragraph 4. Persons or organizations making claims or B. of SECTION II—WHO IS AN INSURED. bringing "suits"; or C. COVERAGE C — CRISIS MANAGEMENT S. Coverages provided under this insurance. SERVICE EXPENSES With respect to Coverage C, the following persons As indicated in Paragraph D.1. of SECTION I — and organizations are insureds and will qualify as COVERAGES, for any "suit" for which we have Named Insureds: the right and duty to defend the insured under Coverage A, defense expenses will be within the 1. The Named Insured shown in the Declarations. limits of insurance of this policy when such 2. Any organization, other than a partnership, joint expenses are within the limits of insurance of the venture or limited liability company, of which applicable "underlying insurance". you are the sole owner, or in which you B. The General Aggregate Limit is the most we will maintain an ownership interest of more than pay for the sum of all: 50%, on the first day of the policy period. No such organization is an insured or will qualify as 1. Damages; and a Named Insured for "crisis management 2. Defense expenses if such expenses are service expenses" arising out of a "crisis within the limits of insurance of this policy; management event" that first commences after except: Page 6 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA 1. Damages and defense expenses because of 1. Asbestos "bodily injury" or "property damage" included in a. Damages arising out of the actual or the "auto hazard"; alleged presence or actual, alleged or 2. Damages and defense expenses because of threatened dispersal of asbestos, "bodily injury" or "property damage" included in asbestos fibers or products containing the "products-completed operations hazard"; or asbestos, provided that the damages are 3. Damages and defense expenses for which caused or contributed to by the hazardous insurance is provided under any Aircraft Liability properties of asbestos. coverage included as "underlying insurance" to b. Damages arising out of the actual or which no aggregate limit applies. alleged presence or actual, alleged or C. The Products-Completed Operations Aggregate threatened dispersal of any solid, liquid, Limit is the most we will pay for the sum of all: gaseous or thermal irritant or 1. Damages; and contaminant, including smoke, vapors, 2. Defense expenses if such expenses are within soot, fumes, acids, alkalis, chemicals and the limits of insurance of this policy; waste, and that are part of any claim or because of "bodily injury" or "property damage" "suit" which also alleges any damages included in the "products-completed operations described in Paragraph a. above. hazard". c. Any loss, cost or expense arising out of D. Subject to Paragraph B. or C. above, whichever any: applies, the Occurrence Limit is the most we will (1) Request, demand, order or statutory pay for the sum of all: or regulatory requirement that any 1. Damages, and defense expenses if such insured or others test for, monitor, expenses are within the limits of insurance of clean up, remove, contain, treat, this policy, under Coverage A arising out of any detoxify or neutralize, or in any way one "event" to which the "underlying insurance" respond to, or assess the effects of, applies a limit of insurance that is separate asbestos, asbestos fibers or products from any aggregate limit of insurance; and containing asbestos; or 2. Damages under Coverage B because of all (2) Claim or "suit" by or on behalf of any "bodily injury", "property damage", "personal governmental authority or any other injury" or "advertising injury" arising out of any person or organization because of one "occurrence". testing for, monitoring, cleaning up, For the purposes of determining the applicable removing, containing, treating, Occurrence Limit, all related acts or omissions detoxifying or neutralizing, or in any committed in the providing or failing to provide first way responding to, or assessing the aid or"Good Samaritan services"to any one person effects of, asbestos, asbestos fibers will be considered one "occurrence". or products containing asbestos. E. The Crisis Management Service Expenses Limit is 2. Employment-Related Practices the most we will pay for the sum of all "crisis Damages because of injury to: management service expenses" arising out of all a. A person arising out of any: crisis management events". Payment of such "crisis management service expenses" is in addition (1)Refusal to employ that person; to, and will not reduce, any other limit of insurance (2)Termination of that person's of this policy. employment; or F. The limits of insurance of this policy apply separately to each consecutive annual period and (3) Employment-related practice, policy, to any remaining period of less than 12 months, act or omission, such as coercion, starting with the beginning of the policy period demotion, evaluation, reassignment, shown in the Declarations. If the policy period is discipline, failure to promote or extended after issuance for an additional period of advance, harassment, humiliation, less than 12 months, the additional period will be of discrimination, libel, slander, violation deemed part of the last preceding period for the pprosecrosec right of privacy, m purposes of determining the limits of insurance. malicious prosecution or false arrest, detention or imprisonment, applied to SECTION IV—EXCLUSIONS or directed at that person, regardless This insurance does not apply to: of whether such practice, policy, act A. With respect to Coverage A and Coverage B: or omission occurs, is applied or is EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 7 of 22 Policy Number:CUP-5X642114 UMBRELLA committed before, during or after the c. Auto no-fault or other first-party personal time of that person's employment; or injury protection (PIP); b. The spouse, child, parent, brother or sister d. Supplementary uninsured/underinsured of that person as a consequence of injury motorists (New York); or to that person as described in Paragraphs e. Medical expense benefits and income a.(1), (2) or(3) above. loss benefits (Virginia). This exclusion applies: 7. War a. Whether the insured may be liable as an Damages arising out of: employer or in any other capacity; and b a. War, including undeclared or civil war; or . To any obligation to share damages with or repay someone else who must pay b. Warlike action by a military force, damages because of the injury. including action in hindering or defending against an actual or expected attack, by 3. ERISA, COBRA And Similar Laws any government, sovereign or other Any obligation of the insured under: authority using military personnel or other a. The Employees Retirement Income agents; or Security Act Of 1974 (ERISA) or any of its c. Insurrection, rebellion, revolution, usurped amendments; power or action taken by governmental b. The Consolidated Omnibus Budget authority in hindering or defending against Reconciliation Act of 1985 (COBRA) or any any of these. of its amendments; or 8. Workers Compensation And Similar Laws c. Any similar common or statutory law of any Any obligation of the insured under a workers jurisdiction. compensation, disability benefits or 4. Medical Expenses Or Payments unemployment compensation law or any similar law. Any obligation of the insured under any "medical expenses" or medical payments B. With respect to Coverage B: coverage. 1. Expected Or Intended Bodily Injury Or S. Nuclear Material Property Damage Damages arising out of: "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. a. The actual, alleged or threatened exposure This exclusion does not apply to "bodily injury" of any person or property to; or or"property damage" resulting from the use of b. The "hazardous properties" of; reasonable force to protect persons or any "nuclear material". property. As used in this exclusion: 2• Contractual Liability a. "Hazardous properties" includes "Bodily injury", "property damage", "personal radioactive, toxic or explosive properties; injury" or "advertising injury" for which the insured is obligated to pay damages by b. "Nuclear material" means "source reason of the assumption of liability in a material", "special nuclear material" or "by- contract or agreement. This exclusion does product material"; and not apply to liability for damages that the c. "Source material", "special nuclear insured would have in the absence of the material" and "by-product material" have contract or agreement. the meanings given them in the Atomic 3. Liquor Liability Energy Act of 1954 or any of its "Bodily injury" or "property damage" for which amendments. any insured may be liable by reason of: 6. Uninsured or Underinsured Motorists, No- a. Causing or contributing to the intoxication Fault And Similar Laws of any person, including causing or Any liability imposed on the insured, or the contributing to the intoxication of any insured's insurer, under any of the following person because alcoholic beverages were laws: permitted to be brought on your premises a. Uninsured motorists; for consumption on your premises; b. Underinsured motorists; Page 8 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA b. The furnishing of alcoholic beverages to a This exclusion applies even if the claims person under the legal drinking age or against any insured allege negligence or other under the influence of alcohol; or wrongdoing in the supervision, hiring, c. Any statute, ordinance or regulation relating employment, training or monitoring of others to the sale, gift, distribution or use of by that insured, if the "occurrence" which alcoholic beverages. caused the "bodily injury" or "property damage" involved the ownership, 4. Employers Liability maintenance, use or entrustment to others of "Bodily injury" to: any aircraft that is owned or operated by or a. An "employee" of the insured arising out of rented or loaned to any insured. and in the course of: 7. Auto (1) Employment by the insured; or "Bodily injury" or "property damage" arising (2) Performing duties related to the out of the ownership, maintenance, use or conduct of the insured's business; or entrustment to others of any "auto". Use b. The spouse, child, parent, brother or sister includes operation and "loading or unloading". of that "employee" as a consequence of This exclusion applies even if the claims "bodily injury" described in Paragraph a. against any insured allege negligence or other above. wrongdoing in the supervision, hiring, employment, training or monitoring of others This exclusion applies: by that insured, if the "occurrence" which a. Whether the insured may be liable as an caused the "bodily injury" or "property employer or in any other capacity; and damage" involved the ownership, b. To any obligation to share damages with or maintenance, use or entrustment to others of repay someone else who must pay any "auto". damages because of the "bodily injury". This exclusion does not apply to "bodily injury" S. Pollution or "property damage" caused by an a. "Bodily injury", "property damage", occurrence that takes place outside of the "personal injury" or "advertising injury" United States of America (including its arising out of the actual, alleged or territories and possessions), Puerto Rico and threatened discharge, dispersal, seepage, Canada. migration, release or escape of"pollutants". 8. Watercraft b. Any loss, cost or expense arising out of "Bodily injury" or "property damage" arising any: out of the ownership, maintenance, use or (1) Request, demand, order or statutory or entrustment to others of any watercraft owned regulatory requirement that any insured or operated by or rented or loaned to any or any other person or organization test insured. Use includes operation and "loading for, monitor, clean up, remove, contain, or unloading". treat, detoxify or neutralize, or in any This exclusion applies even if the claims way respond to, or assess the effects against any insured allege negligence or other of, "pollutants"; or wrongdoing in the supervision, hiring, (2) Claim or "suit" by or on behalf of any employment, training or monitoring of others governmental authority or any other by that insured, if the "occurrence" which person or organization because of caused the "bodily injury" or "property testing for, monitoring, cleaning up, damage" involved the ownership, removing, containing, treating, maintenance, use or entrustment to others of detoxifying or neutralizing, or in any any watercraft that is owned or operated by or way responding to, or assessing the rented or loaned to any insured. effects of, "pollutants". This exclusion does not apply to a watercraft: 6. Aircraft a. While ashore on premises owned by or "Bodily injury" or "property damage" arising out rented to any insured; or of the ownership, maintenance, use or b. That is 50-feet long or less and that: entrustment to others of any aircraft owned or (1) You own; or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 9 of 22 Policy Number:CUP-5X642114 UMBRELLA (2) You do not own and is not being used "your work" after it has been put to its to carry any person or property for a intended use. charge. 12. Recall Of Products, Work Or Impaired 9. Electronic Data Property Damages claimed for the loss of, loss of use of, Damages claimed for any loss, cost or damage to, corruption of, inability to access, or expense incurred by you or others for the loss inability to manipulate "electronic data". of use, withdrawal, recall, inspection, repair, 10. Damage To Property, Products Or Work replacement, adjustment, removal or disposal of: "Property damage" to: a. "Your product"; a. Property you own, rent or occupy, including b. "Your work"; or any costs or expenses incurred by you, or any other person or organization, for repair, c. "Impaired property"; replacement, enhancement, restoration or if such product, work or property is withdrawn maintenance of such property for any or recalled from the market or from use by reason, including prevention of injury to a any person or organization because of a person or damage to another's property; known or suspected defect, deficiency, b. Premises you sell, give away or abandon if inadequacy or dangerous condition in it. the "property damage" arises out of any 13. Violation Of Consumer Financial part of those premises; Protection Laws c. Property loaned to you; "Bodily injury", "property damage", "personal d. Personal property in the care, custody or injury" or "advertising injury" arising out of any control of the insured; actual or alleged violation of a "consumer financial protection law", or any other "bodily e. That particular part of real property on injury", "property damage", "personal injury" or which you or any contractors or "advertising injury" alleged in any claim or subcontractors working directly or indirectly "suit" that also alleges any such violation. on your behalf are performing operations if 14. Unsolicited Communication the "property damage" arises out of those operations; "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any f. That particular part of any property that actual or alleged violation of any law that must be restored, repaired or replaced restricts or prohibits the sending, transmitting because "your work" was incorrectly or distributing of"unsolicited communication". performed on it; 15. Access Or Disclosure Of Confidential Or g. "Your product" arising out of "your product" Personal Information or any part of it; or "Bodily injury", "property damage", "personal h. "Your work" arising out of "your work" or injury" or "advertising injury" arising out of any any part of it and included in the "products- access to or disclosure of any person's or completed operations hazard". organization's confidential or personal 11. Damage To Impaired Property Or Property information. Not Physically Injured 16. Knowing Violation Of Rights Of Another "Property damage" to "impaired property", or "Personal injury" or"advertising injury" caused property that has not been physically injured, by or at the direction of the insured with the arising out of: knowledge that the act would violate the rights a. A defect, deficiency, inadequacy or of another and would inflict "personal injury" dangerous condition in "your product" or or"advertising injury". "your work"; or 17. Material Published With Knowledge Of b. A delay or failure by you, or anyone acting Falsity on your behalf, to fulfill the terms of a "Personal injury" or "advertising injury" arising contract or agreement. out of oral or written publication, including This exclusion does not apply to the loss of use publication by electronic means, of material, if of other property arising out of sudden and done by or at the direction of the insured with accidental physical injury to "your product" or knowledge of its falsity. Page 10 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA 18. Material Published Or Used Prior To Policy b. Any other "personal injury" or "advertising Period injury" alleged in any claim or "suit" that a. "Personal injury" or "advertising injury" also alleges any such infringement or arising out of oral or written publication, violation of another's copyright, "title" or including publication by electronic means, "slogan" in your"advertisement". of material whose first publication took 24. Insureds In Media And Internet Type place before the beginning of the policy Business period; or "Personal injury" or "advertising injury" arising b. "Advertising injury" arising out of out of an offense committed by an insured infringement of copyright, "title" or "slogan" whose business is: in your "advertisement" whose first a. Advertising, "broadcasting" publishing; infringement in your "advertisement" was g or p g' committed before the beginning of the b. Designing or determining content of web- policy period. sites for others; or 19. Criminal Acts c. An Internet search, access, content or "Personal injury" or "advertising injury" arising service provider. out of a criminal act committed by or at the This exclusion does not apply to Paragraphs direction of the insured. a.(1), (2) and (3) of the definition of "personal 20. Breach Of Contract injury". "Personal injury" or "advertising injury" arising For the purposes of this exclusion: out of a breach of contract. a. Creating and producing correspondence 21. Quality Or Performance Of Goods — Failure written in the conduct of your business, To Conform To Statements bulletins, financial or annual reports, or newsletters about your goods, products or "Advertising injury" arising out of the failure of services will not be considered the goods, products or services to conform with any business of publishing; and statement of quality or performance made in your"advertisement". b. The placing of frames, borders or links, or advertising, for you or others anywhere on 22. Wrong Description Of Prices the Internet will not, by itself, be "Advertising injury" arising out of the wrong considered the business of advertising, description of the price of goods, products or "broadcasting" or publishing. services stated in your"advertisement". 25. Electronic Chatrooms Or Bulletin Boards 23. Intellectual Property "Personal injury" or "advertising injury" arising "Personal injury" or "advertising injury" arising out of an electronic chatroom or bulletin board out of any actual or alleged infringement or the insured hosts, owns or over which the violation of any of the following rights or laws, or insured exercises control. any other"personal injury" or"advertising injury" 26. Unauthorized Use Of Another's Name Or alleged in any claim or "suit" that also alleges Product any such infringement or violation: "Personal injury" or "advertising injury" arising a. Copyright; out of the unauthorized use of another's name b. Patent; or product in your e-mail address, domain c. Trade dress; name or metatag, or any other similar tactics to mislead another's potential customers. d. Trade name; e. Trademark; C. With respect to Coverage C: Newly Acquired, Controlled Or Formed f. Trade secret; or Entities g. Other intellectual property rights or laws. "Crisis management service expenses" arising out This exclusion does not apply to: of a "crisis management event" that involves any a. "Advertising injury" arising out of any actual organization you newly acquire or form and that or alleged infringement or violation of occurred prior to the date you acquired or formed another's copyright, "title" or "slogan" in that organization, even if an "executive officer" only first becomes aware of an "event" or your"advertisement"; or "occurrence" that leads to such "crisis EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 11 of 22 Policy Number:CUP-5X642114 UMBRELLA management event" after the date you acquired or D. CHANGES formed such organization. This policy contains all the agreements between SECTION V—CONDITIONS you and us concerning the insurance afforded. No A. APPEALS change can be made in the terms of this insurance except with our consent. The terms of 1. If the insured or the insured's "underlying this insurance can be amended or waived only by insurer" elects not to appeal a judgment which endorsement issued by us and made a part of this exceeds the "applicable underlying limit" or policy. "self-insured retention", we may do so. E. CURRENCY 2. If we appeal such a judgment, we will pay all costs of the appeal. These payments will not Payments for damages or expenses described in reduce the applicable limits of insurance. In no Paragraph S. of Paragraph D., DEFENSE AND SUPPLEMENTARY PAYMENTS, of SECTION I event will our liability exceed the applicable limit of insurance. — COVERAGES will be in the currency of the United States of America. At our sole option, we B. BANKRUPTCY may make these payments in a different currency. 1. Bankruptcy or insolvency of the insured or of Any necessary currency conversion for such the insured's estate will not relieve us of our payments will be calculated based on the rate of obligations under this insurance. exchange published in the Wall Street Journal 2. In the event of bankruptcy or insolvency of any immediately preceeding the date the payment is processed. underlying insurer", this insurance will not replace such bankrupt or insolvent "underlying F. DUTIES REGARDING AN EVENT, insurer's" policy, and this insurance will apply as OCCURRENCE, CLAIM OR SUIT if such "underlying insurer" had not become 1. You must see to it that we are notified as bankrupt or insolvent. soon as practicable of an "event" or C. CANCELLATION "occurrence" which may result in a claim under this insurance. To the extent possible, 1. The first Named Insured shown in the notice should include: Declarations may cancel this insurance by mailing or delivering to us advance written a. How, when and where the "event" or "occurrence" took place; notice of cancellation. 2. We may cancel this insurance by mailing or b. The names and addresses of any delivering to such first Named Insured written persons or organizations sustaining injury, notice of cancellation at least: damage or loss, and the names and addresses of any witnesses; and a. 10 days before the effective date of c. The nature and location of any injury or cancellation if we cancel for nonpayment of damage arising out of the "event" or premium; or "occurrence". b. 60 days before the effective date of 2. If a claim is made or "suit" is brought against cancellation if we cancel for any other any insured which may result in a claim under reason. this insurance, you must see to it that we 3. We will mail or deliver our notice to such first receive written notice of the claim or "suit" as Named Insured's last mailing address known to soon as practicable. us. 3. With respect to Coverage A, the insured 4. Notice of cancellation will state the effective must: date of cancellation. The policy period will end a. Cooperate with us in the investigation, on that date. settlement or defense of any claim or S. If this insurance is cancelled, we will send such "suit"; first Named Insured any premium refund due. If b. Comply with the terms of the "underlying we cancel, the refund will be pro rata. If such insurance"; and first Named Insured cancels, the refund may be c. Pursue all rights of contribution or less than pro rata. The cancellation will be indemnity against any person or effective even if we have not made or offered a organization who may be liable to the refund. insured because of the injury, damage or 6. If notice is mailed, proof of mailing will be loss for which insurance is provided under sufficient proof of notice. Page 12 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA this policy or any policy of "underlying c. The nature and location of any injury or insurance". damage arising out of that "crisis 4. With respect to Coverage B, the insured must: management event"; and a. Immediately send us copies of any d. The reason that "crisis management demands, notices, summonses or legal event" is likely to involve damages papers received in connection with the covered by this insurance in excess of the claim or"suit"; "applicable underlying limit" or "self- b. Authorize us to obtain necessary records insured retention" and involve regional or and other information; national media coverage. c. Cooperate with us in the investigation, H. EXAMINATION OF YOUR BOOKS AND settlement or defense of any claim or "suit"; RECORDS and We may examine and audit your books and d. Assist us, upon our request, in the records as they relate to this insurance: enforcement of any right against any 1. At any time during the policy period; person or organization which may be liable 2. Up to three years after the end of the policy to the insured because of injury or damage period; and to which Coverage B may apply. 3. Within one year after final settlement of all 5. No insured will, except at that insured's own claims under this insurance. expense, voluntarily make a payment, assume I. EXTENDED REPORTING PERIOD OPTION any obligation, make any admission or incur any expense, other than for first aid for "bodily 1. When the "underlying insurance" applies on a injury" covered by this insurance, without our claims-made basis, any automatic or basic consent. "extended reporting period" in such 6. Knowledge of an "event", "occurrence", claim or "underlying insurance" will apply to thisinsurance. "suit" by your agent, servant or "employee" will not constitute knowledge by you, unless your 2. When the "underlying insurance" applies on a insurance or risk manager, or anyone working claims-made basis and you elect to purchase in the capacity as your insurance or risk an optional or supplemental "extended manager, or anyone you designate with the reporting period" in such "underlying responsibility of reporting an "event", insurance," that "extended reporting period" "occurrence", claim or"suit": will apply to this insurance only if: a. Has received notice of such "event", a. A written request to purchase an "occurrence", claim or "suit" from such Extended Reporting Period endorsement agent, servant or"employee"; or for this insurance is made by you and received by us within 90 days after the b. Otherwise has knowledge of such "event", end of the policy period; "occurrence", claim or"suit b. You have paid all premiums due for this G. DUTIES REGARDING A CRISIS MANAGEMENT policy at the time you make such request; EVENT c. You promptly pay the additional premium You must: we charge for the Extended Reporting 1. Notify us within 30 days of a "crisis Period endorsement for this insurancewhen due. We will determine that management event" that may result in "crisis additional premium after we have management service expenses". received your request for the Extended 2. Provide written notice of the "crisis Reporting Period endorsement for this management event" as soon as practicable. To insurance. That additional premium is not the extent possible, notice should include: subject to any limitation stated in the a. How, when and where that "crisis "underlying insurance" on the amount or management event" took place; percentage of additional premium that may be charged for the extended b. The names and addresses of any persons reporting period" in such "underlying or organizations sustaining injury, damage insurance"; and or loss, and the named and addresses of any witnesses; EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 13 of 22 Policy Number:CUP-5X642114 UMBRELLA d. That Extended Reporting Period the full policy period of this Excess Follow- endorsement is issued by us and made a Form And Umbrella Liability Insurance. This part of this policy. provision does not apply to the reduction or 3. Any Extended Reporting Period endorsement exhaustion of the aggregate limit or limits of for this insurance will not reinstate or increase such "underlying insurance" solely by the Limits of Insurance or extend the policy payments as permitted in Paragraphs 4.a.(1), period. (2) and (3) of COVERAGE A — EXCESS 4. Except with respect to any provisions to the FOLLOW-FORM LIABILITY of SECTION I — contrary contained in Paragraphs 1., 2. or 3. COVERAGES. As such policies expire, you above, all provisions of any option to purchase will renew them at limits and with coverage at an "extended reporting period" granted to you in least equal to the expiring limits of insurance. the "underlying insurance" apply to this If you fail to comply with the above insurance. requirements, Coverage A is not invalidated. However, in the event of a loss, we will pay J. INSPECTIONS AND SURVEYS only to the extent that we would have paid had 1. We have the right but are not obligated to: you complied with the above requirements. a. Make inspections and surveys at any time; 2. The first Named Insured shown in the b. Give you reports on the conditions we find; Declarations must give us written notice of and any change in the "underlying insurance" as c. Recommend changes. respects: 2. Any inspections, surveys, reports or a. Coverage; recommendations relate only to insurability and b. Limits of insurance; the premiums to be charged. We do not make c. Termination of any coverage; or safety inspections. We do not undertake to perform the duty of any person or organization d. Exhaustion of aggregate limits. to provide for the health or safety of workers or 3. If you are unable to recover from any the public. We do not warrant that conditions: "underlying insurer" because you fail to a. Are safe or healthful; or comply with any term or condition of the b. Comply with laws, regulations, codes or "underlying insurance", Coverage A is not standards. invalidated. However, we will pay for any loss only to the extent that we would have paid had K. LEGAL ACTION AGAINST US you complied with that term or condition in 1. No person or organization has a right under this that "underlying insurance". insurance: M. OTHER INSURANCE a. To join us as a party or otherwise bring us This insurance is excess over any valid and into a "suit" asking for damages from an collectible "other insurance" whether such "other insured; or insurance" is stated to be primary, contributing, b. To sue us on this insurance unless all of its excess, contingent or otherwise. This provision terms have been fully complied with. does not apply to a policy bought specifically to 2. A person or organization may sue us to recover apply as excess of this insurance. on an agreed settlement or on a final judgment However, if you specifically agree in a written against an insured. We will not be liable for contract or agreement that the insurance provided damages that: to any person or organization that qualifies as an a. Are not payable under the terms of this insured under this insurance must apply on a insurance; or primary basis, or a primary and non-contributory b. Are in excess of the applicable limit of basis, then insurance provided under Coverage A insurance. is subject to the following provisions: An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. L. MAINTENANCE OF UNDERLYING INSURANCE 1. The insurance afforded by each policy of "underlying insurance" will be maintained for Page 14 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA 1. This insurance will apply before any "other provide insurance in such country or insurance" that is available to such additional jurisdiction; or insured which covers that person or b. The furnishing of certificates or other organization as a named insured, and we will evidence of insurance in any country or not share with that "other insurance", provided jurisdiction in which we are not licensed to that the injury or damage for which coverage is provide insurance. sought is caused by an "event" that takes place Q. PROHIBITED COVERAGE — TRADE OR or is committed subsequent to the signing of ECONOMIC SANCTIONS that contract or agreement by you. We will provide coverage for any loss, or 2. This insurance is still excess over any valid and otherwise will provide any benefit, only to the collectible "other insurance", whether primary, extent that providing such coverage or benefit excess, contingent or otherwise, which covers does not expose us or any of our affiliated or that person or organization as an additional parent companies to: insured or as any other insured that does not qualify as a named insured. 1. Any trade or economic sanction under any law or regulation of the United States of America; N. PREMIUM or 1. The first Named Insured shown in the 2. Any other applicable trade or economic Declarations is responsible for the payment of sanction, prohibition or restriction. all premiums and will be the payee for any R. REPRESENTATIONS return premiums. 2. If the premium is a flat charge, it is not subject By accepting this insurance, you agree: to adjustment except as provided in Paragraph 1. The statements in the Declarations and any 4. below. subsequent notice relating to "underlying 3. If the premium is other than a flat charge, it is insurance" are accurate and complete; an advance premium only. The earned 2. Those statements are based upon premium will be computed at the end of the representations you made to us; and policy period, or at the end of each year of the 3. We have issued this insurance in reliance policy period if the policy period is two years or upon your representations. longer, at the rate shown in the Declarations, S. SEPARATION OF INSUREDS subject to the Minimum Premium. Except with respect to the Limits of Insurance, 4. Additional premium may become payable when and any rights or duties specifically assigned in coverage is provided for additional insureds this policy to the first Named Insured shown in the under the provisions of SECTION II — WHO IS Declarations, this insurance applies: AN INSURED. 1. As if each Named Insured were the only O. PREMIUM AUDIT Named Insured; and The premium for this policy is the amount stated in 2. Separately to each insured against whom Item S. of the Declarations. The premium is a flat claim is made or"suit" is brought. charge unless it is specified in the Declarations as T. WAIVER OR TRANSFER OF RIGHTS OF adjustable. RECOVERY AGAINST OTHERS TO US P. PROHIBITED COVERAGE — UNLICENSED 1. If the insured has rights to recover all or part INSURANCE of any payment we have made under this 1. With respect to loss sustained by any insured in insurance, those rights are transferred to us a country or jurisdiction in which we are not and the insured must do nothing after loss to licensed to provide this insurance, this impair them. At our request, the insured will insurance does not apply to the extent that bring suit or transfer those rights to us and insuring such loss would violate the laws or help us, and with respect to Coverage A, the regulations of such country or jurisdiction. "underlying insurer", enforce them. 2. We do not assume responsibility for: If the insured has agreed in a contract or a. The payment of any fine, fee, penalty or agreement to waive that insured's right of other charge that may be imposed on any recovery against any person or organization, we waive our right of recovery against that person or organization in any country or person or organization, but only for payments jurisdiction because we are not licensed to we make because of an "event" that takes place or is committed subsequent to the EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 15 of 22 Policy Number:CUP-5X642114 UMBRELLA execution of that contract or agreement by such SECTION VI — DEFINITIONS insured. A. With respect to all coverages of this insurance: 2. Reimbursement of any amount recovered will 1. "Applicable underlying limit" means the sum of: be made in the following order: a. First, to any person or organization a. The applicable limit of insurance stated (including us or the insured) who has paid for the policies of "underlying insurance" any amount in excess of the applicable limit in the Schedule Of Underlying Insurance of insurance; subject to the provisions in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — b. Next, to us; and EXCESS FOLLOW-FORM LIABILITY of c. Then, to any person or organization SECTION I — COVERAGES; and (including the insured and with respect to b. The applicable limit of insurance of any Coverage A, the "underlying insurer") that "other insurance" that applies. is entitled to claim the remainder, if any. The limits of insurance in any policy of 3. Expenses incurred in the process of recovery "underlying insurance" will apply even if: will be divided among all persons or organizations receiving amounts recovered a. The "underlying insurer" claims the according to the ratio of their respective insured failed to comply with any term or recoveries. condition of the policy; or U. TRANSFER OF YOUR RIGHTS AND DUTIES b. The "underlying insurer" becomes UNDER THIS INSURANCE bankrupt or insolvent. 1. Your rights and duties under this insurance may 2. "Auto hazard" means all "bodily injury" and not be transferred without our written consent "property damage" to which liability insurance except in the case of death of an individual afforded under an auto policy of "underlying Named Insured. insurance" would apply but for the exhaustion 2. If you die, your rights and duties will be of its applicable limits of insurance. transferred to your legal representative but only 3. "Electronic data" means information, facts or while acting within the scope of duties as your programs stored as or on, created or used on, legal representative. Until your legal or transmitted to or from computer software representative is appointed, anyone having (including systems and applications software), proper temporary custody of your property will hard or floppy disks, CD-ROMs, tapes, drives, have your rights and duties but only with cells, data processing devices or any other respect to that property. media which are used with electronically V. UNINTENTIONAL OMISSION OR ERROR controlled equipment. The unintentional omission of, or unintentional error 4. "Event" means an "occurrence", offense, in, any information provided by you which we relied accident, act, error, omission, wrongful act or upon in issuing this policy will not prejudice your loss. rights under this insurance. However, this provision 5. "Extended reporting period" means any period does not affect our right to collect additional of time, starting with the end of the policy premium or to exercise our rights of cancellation or period of your claims-made insurance, during nonrenewal in accordance with applicable which claims or "suits" may be first made, insurance laws or regulations. brought or reported for that insurance. W. WHEN LOSS IS PAYABLE 6. "Medical expenses" means expenses to If we are liable under this insurance, we will pay for which any Medical Payments section of any injury, damage or loss after: policy of Commercial General Liability 1. The insured's liability is established by: "underlying insurance" applies. a. A court decision; or 7. "Other insurance" means insurance, or the b. A written agreement between the claimant, funding of losses, that is provided by, through or on behalf of: the insured, any "underlying insurer" and us; and a. Another insurance company; 2. The amount of the "applicable underlying limit" b. Us or any of our affiliated insurance or "self-insured retention" is paid by or on companies; behalf of the insured. c. Any risk retention group; Page 16 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA d. Any self-insurance method or program, in Commercial General Liability which case the insured will be deemed to "underlying insurance" states that be the provider of such insurance; or products-completed operations are e. Any similar risk transfer or risk subject to the General Aggregate management method. Limit. "Other insurance" does not include: 9. "Suit" means a civil proceeding which alleges a. Any "underlying insurance"; or damages. "Suit" includes: a. An arbitration proceeding in which b. Any policy of insurance specifically damages are claimed and to which the purchased to be excess of the limits of insured must submit or does submit with insurance of this policy shown in the our consent; or Declarations. b. Any other alternative dispute resolution 8. "Products-completed operations hazard": proceeding to which the insured submits a. Includes all "bodily injury" and "property with our consent. damage" occurring away from premises 10. "Underlying insurance": you own or rent and arising out of "your product" or"your work" except: a. Means the policy or policies of insurance (1) Products that are still in your physical listed in the Schedule Of Underlying possession; or Insurance. (2) Work that has not yet been completed b. Includes any renewal or replacement of or abandoned. However, "your work" such policies if such renewal or will be deemed completed at the replacement is during the policy period of earliest of the following times: this Excess Follow-Form And Umbrella (a) When all the work called for in your Liability Insurance. contract has been completed; c. Does not include any part of the policy (b) When all the work to be done at the period of any of the policies described in job site has been completed if your Paragraphs a. or b. above that began contract calls for work at more than before, or that continues after, the policy one job site; or period of this Excess Follow-Form And Umbrella Liability Insurance. (c) When that part of the work done at 11. "Underlying insurer" means any insurer which a job site has been put to its intended use by any person or provides a policy of insurance listed in the organization other than another Schedule Of Underlying Insurance. contractor or subcontractor working B. With respect to Coverage B and, to the extent that on the same project. the following terms are not defined in the Work that may need service, "underlying insurance", to Coverage A: maintenance, correction, repair or 1. "Advertisement" means a notice that is replacement, but which is otherwise broadcast or published to the general public complete, will be treated as completed. or specific market segments about your b. Does not include "bodily injury" or "property goods, products or services for the purpose of damage" arising out of: attracting customers or supporters. For the (1) The transportation of property, unless purposes of this definition: the injury or damage arises out of a a. Notices that are published include condition in or on a vehicle not owned material placed on the Internet or on or operated by you, and that condition similar electronic means of was created by the "loading or communication; and unloading" of that vehicle by any b. Regarding web sites, only that part of a insured; web site that is about your goods, (2) The existence of tools, uninstalled products or services for the purposes of equipment or abandoned or unused attracting customers or supporters is materials; or considered an advertisement. (3) Products or operations for which the 2. "Advertising injury": classification listed in a policy of EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 17 of 22 Policy Number:CUP-5X642114 UMBRELLA a. Means injury, other than "personal injury", b. In, by or with any other electronic means caused by one or more of the following of communication, such as the Internet, if offenses: that material is part of: (1) Oral or written publication, including (1) Radio or television programming publication by electronic means, of being transmitted; material in your "advertisement" that (2) Other entertainment, educational, slanders or libels a person or instructional, music or news organization or disparages a person's programming being transmitted; or or organization's goods, products or services, provided that the claim is (3) Advertising transmitted with any such made or the "suit" is brought by a programming. person or organization that claims to 6. "Consumer financial identity information" have been slandered or libeled, or that means any of the following information for a claims to have had its goods, products person that is used or collected for the or services disparaged; purpose of serving as a factor in establishing (2) Oral or written publication, including such person's eligibility for personal credit, publication by electronic means, of insurance or employment or for the purpose material in your "advertisement" that: of conducting a business transaction: (a) Appropriates a person's name, a. Part or all of the account number, the voice, photograph or likeness; or expiration date or the balance of any (b) Unreasonably places a person in a credit, debit, bank or other financial false light; or account; b. Information bearing on a person's credit (3) Infringement of copyright, "title" or worthiness, credit standing or credit "slogan" in your "advertisement", provided that the claim is made or the capacity; "suit" is brought by a person or c. Social security number; organization that claims ownership of d. Driver's license number; or such copyright, "title" or"slogan". e. Birth date. b. Includes "bodily injury" caused by one or 7, "Consumer financial protection law" means: more of the offenses described in Paragraph a. above. a. The Fair Credit Reporting Act (FCRA) and any of its amendments, including the Fair 3. "Auto" means: and Accurate Credit Transactions Act a. A land motor vehicle, trailer or semitrailer (FACTA); designed for travel on public roads, b. California's Song-Beverly Credit Card Act including any attached machinery or and any of its amendments; or equipment; or c. Any other law or regulation that restricts b. Any other land vehicle that is subject to a or prohibits the collection, dissemination, compulsory or financial responsibility law or transmission, distribution or use of other motor vehicle insurance law where it "consumer financial identity information". is licensed or principally garaged. includes a "leased worker". However, "auto" does not include "mobile $• "Employee" equipment". Employee does not include a temporary worker". 4. "Bodily injury" means: 9. "Good Samaritan services" means any a. Physical harm, including sickness or emergency medical services for which no disease, sustained by a person; or compensation is demanded or received. b. Mental anguish, injury or illness, or 10. "Impaired property" means tangible property, emotional distress, resulting at any time other than "your product" or "your work", that from such physical harm, sickness or cannot be used or is less useful because: disease. a. It incorporates "your product" or "your S. "Broadcasting" means transmitting any audio or work" that is known or thought to be visual material for any purpose: defective, deficient, inadequate or a. By radio or television; or dangerous; or Page 18 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA b. You have failed to fulfill the terms of a exploration, lighting and well servicing contract or agreement; equipment; or if such property can be restored to use by the (2) Cherry pickers and similar devices repair, replacement, adjustment or removal of used to raise or lower workers. "your product" or "your work" or your fulfilling f. Vehicles not described in Paragraph a., b., the terms of the contract or agreement. c. or d. above maintained primarily for 11. "Leased worker" means a person leased to you purposes other than the transportation of by a labor leasing firm under an agreement persons or cargo. between you and the labor leasing firm, to However, self-propelled vehicles with the perform duties related to the conduct of your following types of permanently attached business. "Leased worker" does not include a equipment are not "mobile equipment" but "temporary worker". will be considered "autos": 12. "Loading or unloading" means the handling of (1) Equipment designed primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or"auto"; (c) Street cleaning; b. While it is in or on an aircraft, watercraft or "auto"; or (2) Cherry pickers and similar devices mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or "auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a welding, building cleaning, geophysical mechanical device, other than a hand truck, exploration, lighting and well servicing that is not attached to the aircraft, watercraft or equipment. "auto". However, "mobile equipment" does not include 13. "Mobile equipment" means any of the following any land vehicle that is subject to a compulsory types of land vehicles, including any attached or financial responsibility law, or other motor machinery or equipment: vehicle insurance law, where it is licensed or a. Bulldozers, farm machinery, forklifts and principally garaged. Such land vehicles are considered "autos". other vehicles designed for use principally off 14. "Occurrence" means: public roads. b. Vehicles maintained for use solely on or next a. With respect to "bodily injury" or "property to premises you own or rent. damage": c. Vehicles that travel on crawler treads. (1) An accident, including continuous or repeated exposure to substantially the d. Vehicles, whether self-propelled or not, same general harmful conditions, maintained primarily to provide mobility to which results in "bodily injury" or permanently mounted: "property damage". All "bodily injury" (1) Power cranes, shovels, loaders, diggers or "property damage" caused by such or drills; or exposure to substantially the same general harmful conditions will be (2) Road construction or resurfacing deemed to be caused by one equipment such as graders, scrapers or "occurrence"; or rollers. (2) An act or omission committed in e. Vehicles not described in Paragraph a., b., providing or failing to provide first aid c. or d. above that are not self-propelled and or "Good Samaritan services" to a are maintained primarily to provide mobility person by any of your "employees" or to permanently attached equipment of the "volunteer workers" other than an following types: employed or volunteer doctor, unless (1) Air compressors, pumps and you are in the business or occupation generators, including spraying, welding, of providing professional health care building cleaning, geophysical services; EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 19 of 22 Policy Number:CUP-5X642114 UMBRELLA b. With respect to "personal injury", an (5) Oral or written publication, including offense arising out of your business that publication by electronic means, of results in "personal injury". All "personal material that: injury caused by the same or related injurious material, act or offense will be (a) Appropriates a person's name, deemed to be caused by one "occurrence", voice, photograph or likeness; or regardless of the frequency or repetition (b) Unreasonably places a person in thereof, the number and kind of media a false light. used or the number of persons or b. Includes "bodily injury" caused by one or organizations making claims or bringing suits ; and more of the offenses described in c. With respect to "advertising injury", an Paragraph a. above. offense committed in the course of 17. "Pollutants" mean any solid, liquid, gaseous or advertising your goods, products and thermal irritant or contaminant, including services that results in "advertising injury". smoke, vapor, soot, fumes, acids, alkalis, All "advertising injury" caused by the same chemicals and waste. Waste includes or related injurious material, act or offense materials to be recycled, reconditioned or will be deemed to be caused by one reclaimed. "occurrence", regardless of the frequency 18. "Property damage" means: or repetition thereof, the number and kind of media used or the number of persons or a. Physical injury to tangible property, organizations making claims or bringing including all resulting loss of use of that "suits". property. All such loss of use will be 15. "Officer" means a person holding any of the deemed to occur at the time of the officer positions created by your charter, physical injury that caused it; or constitution, bylaws or any other similar b. Loss of use of tangible property that is not governing document. physically injured. All such loss of use will 16. "Personal injury": be deemed to occur at the time of the "occurrence" that caused it. a. Means injury, other than "advertising injury", caused by one or more of the For the purposes of this insurance, "electronic following offenses: data" is not tangible property. (1) False arrest, detention or 19. "Self-insured retention" is the greater of: imprisonment; a. The amount shown in the Declarations (2) Malicious prosecution; which the insured must first pay under (3) The wrongful eviction from, wrongful Coverage B for damages because of all entry into, or invasion of the right of "bodily injury", "property damage", private occupancy of a room, dwelling "personal injury" or "advertising injury" or premises that a person occupies, arising out of any one "occurrence"; or provided that the wrongful eviction, b. The applicable limit of insurance of any wrongful entry or invasion of the right of "other insurance" that applies. private occupancy is committed by or on behalf of the owner, landlord or 20. "Slogan": lessor of that room, dwelling or a. Means a phrase that others use for the premises; purpose of attracting attention in their (4) Oral or written publication, including advertising. publication by electronic means, of b. Does not include a phrase used as, or in, material that slanders or libels a person or organization or disparages a the name of: person's or organization's goods, (1) Any person or organization other than products or services, provided that the you; or claim is made or the "suit" is brought by (2) Any business, or any of the premises, a person or organization that claims to have been slandered or libeled, or that goods, products, services or work, of claims to have had its goods, products any person or organization other than or services disparaged; or you. Page 20 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA 21. "Temporary worker" means a person who is (1) Warranties or representations made furnished to you to substitute for a permanent at any time with respect to the fitness, "employee" on leave or to meet seasonal or quality, durability, performance or use short-term workload conditions. of"your work"; and 22. "Title" means the name of a literary or artistic (2) The providing of or failure to provide work. warnings or instructions. 23. "Unsolicited communication" means any C. With respect to Coverage C: communication, in any form, that the recipient 1. "Crisis management advisor" means any of such communication did not specifically public relations firm or crisis management request to receive. firm approved by us that is hired by you to 24. "Volunteer worker" means a person who is not perform "crisis management services" in your "employee", and who donates his or her connection with a "crisis management event". work and acts at the direction of and within the 2. "Crisis management event" means an "event" scope of duties determined by you, and is not or "occurrence" that your "executive officer" paid a fee, salary or other compensation by you reasonably determines has resulted, or may or anyone else for their work performed by you. result, in: 25. "Your product": a. Damages covered by this Coverage A or a. Means: Coverage B that are in excess of the total applicable limits of the "underlying (1) Any goods or products, other than real insurance" or"self-insured retention"; and property, manufactured, sold, handled, b. Significant adverse regional or national distributed or disposed of by: media coverage. (a) You; 3. "Crisis management service expenses" (b) Others trading under your name; or means amounts incurred by you, after a (c) A person or organization whose "crisis management event" first commences business or assets you have and before such event ends: acquired; and a. For the reasonable and necessary: (2) Containers (other than vehicles), (1) Fees and expenses of a "crisis materials, parts or equipment furnished management advisor" in the in connection with such goods or performance for you of "crisis products. management services" solely for a "crisis management event"; and b. Includes: (2) Costs for printing, advertising, mailing (1) Warranties or representations made at of materials or travel by your any time with respect to the fitness, directors, officers, employees or quality, durability, performance or use agents or a "crisis management of"your product"; and advisor" solely for a "crisis management event"; and (2) The providing of or failure to provide b. For the following expenses resulting from warnings or instructions. such "crisis management event", provided c. Does not include vending machines or that such expenses have been approved other property rented to or located for the by us: use of others but not sold. (1) Medical expenses; 26. "Your work": (2) Funeral expenses; a. Means: (3) Psychological counseling; (1) Work or operations performed by you (4) Travel expenses; or on your behalf; and (5) Temporary living expenses; (2) Materials, parts or equipment furnished (6) Expenses to secure the scene of a in connection with such work or "crisis management event"; or operations. (7) Any other expenses pre-approved by b. Includes: us. EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 21 of 22 Policy Number:CUP-5X642114 UMBRELLA 4. "Crisis management services" means those c. Chief Financial Officer; services performed by a "crisis management d. President; advisor" in advising you or minimizing potential harm to you from a "crisis management event' e. General Counsel; by maintaining or restoring public confidence in f. General partner (if you are a you. partnership); or S. "Executive officer" means your: g. Sole proprietor (if you are a sole a. Chief Executive Officer; proprietorship); b. Chief Operating Officer; or any person acting in the same capacity as any individual listed above. Page 22 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 POLICY NUMBER: CUP-5X642114 ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW(Nonrenewal): Number of Days Notice: 30 MATERIAL LIMITATION OF COVERAGE: Number of Days Notice: 30 PERSON OR AS PER WRITTEN CONTRACT ORGANIZATION: ADDRESS: AS REQUIRED BY WRITTEN CONTRACT PROVISIONS in such Schedule. We will mail such notice to the A. If we cancel this policy for any legally permitted address shown in the Schedule above at least the reason other than nonpayment of premium, and a number of days shown for When We Do Not number of days is shown for Cancellation in the Renew (Nonrenewal) in such Schedule before the Schedule above, we will mail notice of effective date of nonrenewal. cancellation to the person or organization shown C. If we add a material limitation on the coverage in such Schedule. We will mail such notice to the provided by this policy, and a number of days is address shown in the Schedule above at least the shown for Material Limitation Of Coverage in the number of days shown for Cancellation in such Schedule above, we will mail notice of such Schedule before the effective date of limitation to the person or organization shown in cancellation. such Schedule. We will mail such notice to the B. If we do not renew this policy for any legally address shown in the Schedule above at least the permitted reason other than nonpayment of number of days shown for Material Limitation Of premium, and a number of days is shown for Coverage in such Schedule before the effective When We Do Not Renew (Nonrenewal) in the date of such limitation. Schedule above, we will mail notice of nonrenewal to the person or organization shown IL T3 54 05 19 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Berk hire Ha ha way peciAty Insurance ENDORSEMENT 13 This endorsement, effective 12:01AM: January 1, 2026 Forms a part of Policy No.: 42-EPP-306878-07 By: National Fire & Marine Insurance Company NOTICE OF CANCELLATION LIMITED TO EMAIL NOTIFICATION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: PROFESSIONAL FIRST-ARCHITECTS, ENGINEERS&CONSULTANTS PROFESSIONAL LIABILITY POLICY In consideration of the premium for this Policy, it is hereby understood and agreed that: 1. In the event this policy is cancelled by the Insurer or by the Named Insured prior to the expiration date as shown on the Declarations, a thirty(30) day notice of such cancellation will be provided if the Named Insured is under an existing contractual obligation to notify a certificate holder when this Policy is cancelled and has provided the following either directly or indirectly through its broker of record: a. The name of the entity shown on the certificate; and b. A contact at such entity and the email address of such entity where notification may be sent. This provision does not apply if the cancellation is due to nonpayment of premium to the Insurer or to a finance company authorized to cancel the Policy. 2. It is understood and agreed that in the event this policy is cancelled by the Insurer for nonpayment of premium, a ten (10) day notice of such cancellation will be provided if the Named Insured is under an existing contractual obligation to notify a certificate holder when this policy is cancelled for nonpayment of premium and has provided the following either directly or indirectly through its broker of record: a. The name of the entity shown on the certificate; and b. A contact at such entity and the email address of such entity where notification may be sent. 3. Such notices of cancellation will be provided via e-mail to the certificate holders. Proof of the Page EP-AEC-050-02/2016 Insurer emailing the notices of cancellation, using the information provided by the Named Insured,will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. Such notices of cancellation are provided on an informational basis and solely to assist the Named Insured in meeting their contractual notice requirements to such parties.The Insurer's failure to provide such advance notice to the certificate of insurance holder(s) will not extend any policy cancellation date, negate any cancellation of the policy, or grant, alter, or extend any rights or obligations under this Policy and the Insurer shall have no liability for failure to provide the notices herein. All other terms and conditions of this Policy remain unchanged. Page 2 1 EP-AEC-050-02/2016