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C2026-121 - 8/11/2026 - Approved
RC SERVICE AGREEMENT NO. 7496 CONTRACT FOR PROFESSIONAL SERVICES FOR PROJECT 22108- OSO WASTEWATER TREATMENT PLANT BACKUP GENERATORS 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 Bath Group, Inc., 5665 South Staples St. Suite 110, (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 VI 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 XI II 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 31d 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 $729,489. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M)basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule with their proposal. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3)days of notice if tasks requested requires an additional fee. Contract for Professional Services Page 3 of 13 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project,the number of hours that each individual worked,the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices in compliance with the Texas Prompt Payment Act. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall,to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. Consultant shall indemnify and hold City harmless from any liens, claims, security interests or encumbrances filed by anyone claiming by, through or under the items covered by payments made by City to Consultant. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. Contract for Professional Services Page 4 of 13 The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 The term of this Agreement will be for a period of six years beginning on the effective date, unless extended by authority of the City Manager or designee. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Contracts and Procurement Department. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 The Consultant shall perform its services as expeditiously as is consistent with professional skill and care, as well as the orderly progress of the project, and at the time or times required by City. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project" refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V— OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices,or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence Contract for Professional Services Page 5 of 13 work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee")from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs,to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII — TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins,within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written Contract for Professional Services Page 6 of 13 notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee,which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement(Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures,and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. Contract for Professional Services Page 7 of 13 ARTICLE X— OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda,either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, epidemics, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. 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 requestfor remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within 30 calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 12.2.2.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.2.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than 30 or more than 90 calendar days following the date of the request, except upon agreement of both parties. 12.2.2.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within 30 calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.2.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following Contract for Professional Services Page 9 of 13 standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable,whether in 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 XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership orjoint venture, then in the event of the termination of the partnership orjoint 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://Prd.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/confl ict-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 BATH GROUP, INC. 9K42Z Aug 31, 2026 ;-��s 10:01:4o PDT) Aug 26, 2026 Jeff Edmonds(Aug 31,2926 09.44.49 CDT) Bill Stark Jeff H. Edmonds, P.E. Date William B. Stark, P.E. Date Director of Engineering Services President/Principal 5656 South Staples Suite 110 Corpus Christi, TX 78411 bstark(obathgroup.com APPROVED AS TO LEGAL FORM: Aug 26, 2026 Francis Vo 9 Aug 26,202612:42'.36 GDT) Assistant City Attorney Date M2026-078 Authorized By Council 8/11/2026 RH/SB Contract for Professional Services Page 13 of 13 Exhibit A F1 " 1-11 SCOPE OF WORK CITY OF CORPUS CHRISTI OSO WASTEWATER TREATMENT PLANT BACKUP GENERATORS CITY PROJECT NO. 22108 PROJECT DESCRIPTION: City of Corpus Christi (City) owns and operates the OSO Wastewater Treatment Plant (OSO WWTP). Oso WWTP was constructed in 1941 and is the largest wastewater treatment plant in Corpus Christi. The plant has an average annual flow capacity of 16.2 MGD and a peak flow capacity of 98 MGD. The Oso WWTP services the Oso Service Basin composed of 26 Lift stations. The objectives of this project are to construct backup generator system to ensure normal operation and safety when the OSO WWTP is subject to heavy rainstorms and power outage. The project is funded via a combination of City funds and GLO/CDGB grant funding and per the grant requirements construction is to be finished by Nov 30th, 2029. For the generator additions, the following assumptions related to power loading and needs, including existing and planned future loads will be used to determine the sizing and fuel requirements. • City will provide 3 years of past metering data. • Expansion project drawings will be provided by Ardurra on behalf of the City. • Water Re-use project drawings will be provided by Ardurra on behalf of the City. • The New Control Room drawings will be provided by Ardurra on behalf of the City. • New projects currently under construction added electrical loading will have a service factor of 70% of the connected load less any identified spare loads. • Future fourth treatment train expanding plant total treatment capacity to 26 MGD. The scope of services for this proposal includes Basic services (Preliminary Design, Detailed Design and Bid Services) plus other Additional Services, as authorized for the following improvements. Construction Phase Administration and other related services are included in the scope and will be Invoiced under Time & Materials; the scope of service will be clarified during the construction award process. • Addition of 2 or 3 self-contained generators with OEM enclosures to support plant operation at maximum average flow of 24 MGD including electrical load associated with the new Operations Control Center, Plant Expansion, and Water Re-use projects. • Evaluation of natural gas and diesel generator options. • Fuel System design for emergency generators (tanks, piping, controls, level/leak detection, or natural gas piping systems). • Financial analysis supporting participation in ERCOT demand response programs. • Utilization of existing Main ECR building for power connection to the generators. • Demo the existing generators located at remote Unit PCR buildings. City Project. No.22108 OSO Wastewater Treatment Plant Bath Group Q-34957 Backup Generator Page 1 of 13 Exhibit A SCHEDULE Activity Task Duration Anticipated schedule from Notice to proceed Notice to proceed 7/28/2026 Project Kickoff Meeting 2 weeks Draft ELR 30% Design Submittal 16 weeks after final 18 weeks approval scope of work Draft ELR 30% Design City Review 3 weeks* 21 weeks Final ELR 30% Design Submittal 2 weeks 23 weeks 75%Design Submittal 16 weeks 39 weeks 75% Design Submittal City Review 3 weeks* 42 weeks 100%Design Submittal 12weeks 54 weeks 100% Draft 3 weeks* 57 weeks 100%Design Submittal City Review City Review 3 weeks 60 weeks Final Signed and Sealed Plan and 2 weeks after City 62 weeks Bid Documents Comments Bidding and Construction award 12 weeks/3 months after 74 weeks Signed and Sealed 84 weeks**/20 months 158 weeks Construction Completion Projected complete August after Bidding and Award 2029 *City review timeline is assumed to be a maximum of 3 weeks for each deliverable to meet grand funding schedule, if comments are received earlier, the schedule will be adjusted accordingly. **Assumes 68-week delivery for generator. City Project. No.22108 OSO Wastewater Treatment Plant Bath Group Q-34957 Backup Generator Page 2 of 13 Exhibit A BASIC SERVICES 1 Preliminary Design Phase Prior to the preparation of detailed plans and specifications, the Consultant will develop a Preliminary Design (30% Design) for the required project elements. The purpose of the Preliminary Design phase is to develop an adequate definition of the project to enable the Detailed Design phase to proceed without significant changes. A prerequisite to the preparation of plans and specifications is the development of a specific Engineering Letter Report (ELR) that incorporates the project site conditions and constraints, summarizes the rationale for each major detailed design decision, and contains design criteria including process control criteria and process descriptions for each component and system incorporated into the project. The ELR and 30% design will establish the design parameters, criteria, and concepts necessary for preparation of detailed plans and specifications. The Consultant will provide the following services under this phase: 1.1 The Consultant will perform project management tasks such as managing schedule, managing deliverables on Trimble, submitting monthly invoices to City for payment during preliminary phase of the project. The Consultant will also prepare and submit monthly status reports to the City with the monthly invoice. Monthly status reports will comprise of 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. The level of effort is assumed to be 1-hr every week. 1.2 Project Kick-off Meeting • The purpose of the Kick-off meeting is to confirm user requirements for key elements concerning design, budget and schedule. For this, the consultant will prepare a meeting agenda and distribute it to designated City Staff prior to the meeting. • During the Project Kick-off Meeting the Consultant's team will take notes regarding the proceedings of the meeting. Consultant will transcribe and distribute the meeting notes into formal meeting minutes. 1.3 Evaluate plant backup power needs based on plant one-line diagrams and utility demand and usage data provided by the City. Load summaries will be developed. Existing utility data will be analyzed to determine plant operating load factors. Regulatory requirements will be reviewed and minimum loads requiring backup discussed with plant operations department. 1.4 Evaluate and provide recommendations on generator fueling system options. Natural gas and diesel generators will be considered in the evaluation. 1.5 Evaluate and provide recommendations for possible generator locations. Proximity to electrical buildings will be prioritized along with proximity to plant gas lines for natural gas generator options. City Project. No.22108 OSO Wastewater Treatment Plant Bath Group Q-34957 Backup Generator Page 3 of 13 Exhibit A 1.6 Evaluate and provide recommendations for possibility of generator system participating in ERCOT's demand response programs and perform associated financial analysis. 1.7 Develop preliminary Process Flow Diagrams (PFD's) for the recommended process equipment and preliminary process-mechanical drawings. 1.8 Develop preliminary Process and Instrumentation Diagrams (P&ID's). 1.9 Coordinate with the Greenwood WWTP project regarding standardization of generators and early equipment purchase package. 1.10 Evaluate options for routing electrical to the proposed facilities location and prepare preliminary electrical site layouts for the proposed improvements. 1.11 The Consultant will develop preliminary site plan layouts showing the location of proposed improvements. 1.12 Provide services during the design phase for process automation system development. SCADA network architecture and detailed design for integrating the new facilities into the existing SCADA system (assuming fiber-based communications) will be provided. Develop Control panel design drawings and Division 40 specifications covering general process control system requirements, SCADA integration, and network communications requirement. 1.13 Determine preliminary structural loadings and structural element sizing. 1.14 Prepare Preliminary (30%) Structural backgrounds as necessary to depict process units on mechanical drawings. 1.15 Determine preliminary materials of construction and architectural aesthetics. 1.16 Prepare preliminary opinions of probable construction costs for the pertinent design scope identified. 1.17 Provide regular progress meetings used to coordinate ongoing issues, discuss project status and obtain input from the City. Consultant will prepare meeting minutes and will finalize and distribute after review by the City's Staff. Up to three (3)two-hour progress meetings or site visits with utility and engineering services staff are anticipated through the Preliminary Phase. 1.18 Coordinate the work of all subconsultants, including leading meetings with subconsultants to coordinate completion of work and adherence to schedules. Meetings will be held every two weeks (8 meetings total; 1-hour duration) throughout the Preliminary Phase. 1.19 Prepare a project schedule that summarizes all the major tasks of the project and the critical path of the project. Consultant will update the project schedule as the project progresses or changes occur throughout the preliminary phase. City Project. No.22108 OSO Wastewater Treatment Plant Bath Group Q-34957 Backup Generator Page 4 of 13 Exhibit A 1.20 Prepare anticipated index of drawings and specifications for the detailed design phase 1.21 Provide a Quality Assurance and Quality Control review of preliminary drawings and ELR. 1.22 Identify any necessary permits that will need to be obtained by the City and Contractor. 1.23 Prepare and submit electronic copy of the Draft ELR that documents the analyses, approach, opinions of probable construction costs, and documents the work with text, tables, schematic-level exhibits and computer models or other applicable supporting documents as necessary. 1.24 Upon Draft submittal, Conduct Project review workshop with City staff to review recommendations. Prepare PowerPoint presentation, handouts, exhibits and meeting notes as necessary. 1.25 Assimilate all City review comments on the DRAFT ELR and submit the Final ELR (electronic copy uploaded on Trimble). 2 Detailed Design Phase. Upon completion of the preliminary phase, the Consultant will: 2.1 Continue to perform project management tasks such as managing schedule, managing deliverables on E-builder, submitting monthly invoices to City for payment during detailed design phase of the project. The Consultant will also prepare and submit monthly status reports to the City with the monthly invoice. Monthly status reports will comprise of 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. The level of effort is assumed to be 1-hr every week. 2.2 Provide updated schedule with each submission of each design deliverable. 2.3 Coordinate the work of all subconsultants and design team, including leading of meetings with subconsultants to coordinate completion of work and adherence to schedules. Meetings will be held every two weeks (up to 20 meetings total; 1-hour duration) throughout the Detailed Design Phase. 2.4 Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that all submittals of the interim and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City. 2.5 Develop a construction sequence plan to communicate sequencing requirements to the Contractor before bidding. The purpose of the plan is to provide the Contractor a sequence to perform their construction activities in such a manner that allows for continuous operation of all essential plant facilities to meet demands throughout the City Project. No.22108 OSO Wastewater Treatment Plant Bath Group Q-34957 Backup Generator Page 5 of 13 Exhibit A construction period. The Consultant will evaluate sequencing alternatives based on cost and impacts to plant operations, coordination and review of the developed alternatives with plant staff. A preferred alternative will be finalized and included in the contract documents. The goal is to ensure the continuation of operations at the plant while maintaining the plant's capability to treat water. The Consultant will include in the construction documents a separate specification for testing, training, and facility start- up as applicable (Included as T&M). 2.6 Coordinate with City IT Department for SCADA programming that will be provided by City IT Department. One four (4) hour workshop Webex meeting will be held for coordination. Meeting minutes will be provided regular progress meetings to coordinate ongoing issues, discuss project status and obtain input from the City. Up to three (3) one-hour progress meetings with utility and engineering services staff are anticipated through the design phase. 2.7 Prepare construction plans in City standard format for the work identified in the approved ELR to a 75% level of completion. 2.8 Prepare construction (technical) specifications in City standard format for the work identified in the approved ELR to a 75% level of completion. 2.9 Construction Permits required during design will be provided by City. 2.10 Development of Opinion of Probable Construction Cost (OPCC) per plans and specification to a 75% level. 2.11 Furnish one (1) set of the interim 75% submittal (electronic uploaded on Trimble using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction costs. City will distribute the submittal documents to the franchise utilities. Submit the required plan executive summary, project checklist &drawing checklist which will identify and summarize the project by distinguishing key elements and opinion of probable project costs. 2.12 Attend a 75% Review Meeting coordinated by the City. Bath will provide a brief presentation highlighting key decisions, items of the project. 2.13 Assimilate all review comments, as appropriate and, upon Notice to Proceed, update 75% plans and prepare additional sheets as necessary to complete the plans to 100% level of completion. 2.14 Update 75% specifications and add sheets to complete the plans to 100% level of completion. 2.15 Prepare City Standard Front-end documents and Bid Tab to a 100% level of completion. 2.16 Update the Opinion of Probable Construction Cost (OPCC)to achieve a 100% level of completion. City Project. No.22108 OSO Wastewater Treatment Plant Bath Group Q-34957 Backup Generator Page 6 of 13 Exhibit A 2.17 Provide one (1) set of the 100% plans and bid documents (electronically uploaded on Trimble using City Standards as applicable) to the City staff for review and approval purposes with revised estimates of probable costs. Plan executive summary, project checklist and plan checklist. 2.18 Attend a 100% Review Meeting coordinated by the City. Bath will provide a brief presentation highlighting key decisions, items of the project. 2.19 Assimilate all review comments as appropriate and, upon Notice to Proceed, update 100% plans to a final level. 2.20 Update 100% specifications to final level of completion based on City comments. 2.21 Update City Standard Front documents to a final level of completion. Coordinate with City's procurement department as necessary. 2.22 Update the Opinion of Probable Construction Cost (OPCC) based on City comments. 2.23 Provide final signed and sealed plans and bid documents (electronic and 1 hard copy using City Standards as applicable) to the City staff for project advertisement. Update plan executive summary and prepare project checklist and plan checklist. Said bid documents henceforth become the shared intellectual property of the City of Corpus Christi and the Consultant. Scope Item Assumptions: • Meetings: o Kick off, 30% review meeting, 75% review meeting and 100% review meeting will be held in person at OSO WRP with TEAMs option. Rest of progress meetings will be held on TEAMS o CCW and Engineering Services Staff will attend progress meetings. o Consultant's staff working on the project will remotely dial in by phone as necessary. • The City staff will: o Designate an individual to have responsibility, authority, and control for coordinating activities for the Project. o Provide the budget for the Project specifying the funds available for the construction contract, the project will be modified based on OPCCs and Bid Openings as required. • City's standard specifications, standard detail sheets, standard, special provisions, and forms for required bid documents are all available on the City Website under Engineering Services. City will assist as needed if additional documents or updated information are required. Additional features such as site physical security, building physical security or building access controls are not included in the scope currently and can be added as an additional service if requested by the City. • Power system studies (Short circuit, coordination, arc flash) using SKM or ETAP software are not included. Preliminary short circuit calculations will be performed City Project. No.22108 OSO Wastewater Treatment Plant Bath Group Q-34957 Backup Generator Page 7 of 13 Exhibit A to ensure equipment ratings are more than anticipated short circuit values. Complete power system studies are anticipated to be provided by the installing contractor during the construction phase of the project or may be contracted with Bath Group once contractors' equipment submittals are provided. 3 Bid Phase The Consultant will: 3.1 Perform project management tasks such as managing schedule, managing deliverables on Trimble, submitting monthly invoices to City for payment during bid phase. The Consultant will also prepare and submit monthly status reports to the City with the monthly invoice. Monthly status reports will comprise of 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. The level of effort is assumed to be 1-hr every week. 3.2 Attend in person pre-bid meetings and provide a brief discussion on the project scope and key project construction items. 3.3 Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format, for the Engineering Services' approval, a response form for posting on CivCast. 3.4 Assist the City in preparing addenda and make revisions to plans and specifications as necessary. Revisions shall be made in a timely manner to maintain project bid schedules. 3.5 Attend bid opening. 3.6 Assist the City in reviewing bids and bidder references for completeness, balance of bid items, and responsiveness, and prepare a tabulation of bid prices. Bath Group will provide a letter of recommendation within 2 weeks of the bid opening date. 3.7 Assimilate all addenda changes and issue a set of conformed contract documents to the City and Contractor. Scope Item Assumptions: • The effort for bid phase is based on traditional design-bid-build contract award strategy typically adopted by the City. Effort for alternate bid strategy is not included in this proposal. • The City staff will: o Designate an individual to have responsibility, authority and control for coordinating activities for reviewing bids and the construction contract award. o Provide the budget for the project specifying the funds available for the construction contract. City Project. No.22108 OSO Wastewater Treatment Plant Bath Group Q-34957 Backup Generator Page 8 of 13 Exhibit A o Provide the City's updated standard specifications, standard detail sheets, standard and special provisions and forms for required bid documents. o All coordination with bidding documents will be distributed through CivCast. o Advertise the projects for bidding, maintain a list of prospective bidders, for all bid documents, issue (with assistance of Engineer) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. o Receive the Consultant's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. o Prepare, review, and provide copies of the contract for execution between the City and the Contractor. o This Scope of Services does not include time for the Consultant to assist the City in the event of bid protests. 4 Construction Administration Phase (Time & Materials) The Consultant will: 4.1 Participate in pre-construction meeting conference with City and selected Contractor Engineer will introduce project team members, establish protocol and lines of communication, review project goals and objectives, gather all available documents pertinent to the project, and review the scope of work, and schedule. Participation in pre-construction meeting is anticipated to be in person and provide a recommended agenda for critical construction activities and elements impacting the project, meeting minutes will be provided. 4.2 Engineer will attend monthly construction progress meetings with the City and selected contractor to discuss aspects of the project tasks presently underway, review progress, project schedule and upcoming issues. These meetings will generally be about an hour in duration. The appropriate engineering team members shall attend the meetings to discuss pertinent issues. Engineer will prepare draft meeting minutes within seven business days to submit to the City for review and distribution to its participant entities. Final minutes will be issued after incorporating review comments. The overall duration of the construction is anticipated to be twelve (12)) months to substantial completion and two (2) more months to final acceptance. Participation in monthly construction progress meetings is anticipated to be virtual (via Webex). 4.3 In conjunction with monthly progress meetings, Engineer will make periodic site visits to observe, as an experienced and qualified design professional, the progress and quality of the various aspects of Contractor's work. Such visits and observations by Engineer are to include spot checking, selective review, and similar methods of general observation of the work based on Engineer's exercise of professional judgment. Based on information obtained during such visits and such observations, Engineer shall endeavor to determine in general if such work is proceeding in accordance with the Contract Documents and Engineer shall keep City informed of the City Project. No.22108 OSO Wastewater Treatment Plant Bath Group Q-34957 Backup Generator Page 9 of 13 Exhibit A progress of the work. Six (6) site visits during the duration of the construction are anticipated. 4.4 Perform project management and contract administration duties similar to those in the previous phases, throughout construction. 4.5 Review Contractor submittals and operation and maintenance manuals for conformance to Contract Documents. 4.6 When requested by the City, assist in addressing Request for Information (RFI) submitted by the Contractor. 4.7 When requested by the City, assist with the development of Request for Proposals (RFPs) and Change Orders (COs). Additionally, Bath will assist with the evaluation of the Contractor's response to RFP and COs. 4.8 If requested by the City, review and interpret field and laboratory tests. 4.9 Provide interpretations and clarifications of the Contract Documents for the Contractor and authorize required changes, which do not affect the Contractor's price and are not contrary to the general interest of the City under the Contract as requested by the Owner's Authorized Representative (OAR). 4.10 Provide interpretations and clarifications of the plans and specifications for the Contractor and recommendations to the City for minor changes which do not affect the Contractor's price and are not contrary to the general interest of the City under the Contract as requested by the OAR. 4.11 Attend pre-final inspection with City staff, provide punch list items to the City's Construction Engineers for Contractor to complete prior to final inspection. 4.12 Attend final inspection with City staff, provide punch list items to the City's Construction Engineers for Contractor completion, and provide the City with a Certificate of Completion for the Project upon successful completion of the Project. 4.13 Review Contractor-provided construction "red-line" drawings. Prepare Project Record Drawings and provide a reproducible set and electronic file (both PDF and AutoCAD r.14 or later) within one (1) month of receiving the Contractor's red-line drawings. All drawings shall be CADD drawn using dwg format in AutoCAD, and graphics data will be in .dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. The Record Drawings should incorporate the Contractor's red- lines and identify all changes made during construction. The Drawing Cover and each sheet should be clearly identified as the Record Drawing and should indicate the basis and date. 4.14 The City staff will: a) Prepare applications/estimates for payments to Contractor. b) Conduct the pre-final and final inspection with the Engineer. City Project. No.22108 OSO Wastewater Treatment Plant Bath Group Q-34957 Backup Generator Page 10 of 13 Exhibit A 5 Additional Services This section defines the scope of additional services that may only be included as part of this contract if authorized by the Director of Engineering Services. A/E may not begin work on any services under this section without specific written authorization by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. The A/E shall, with written authorization by the Director of Engineering Services, perform the following: 5.1 Generator Selection and Options Lead times for backup power generators have significantly increased over the years and with ongoing large scale datacenter projects across the nation, the major generator vendors published lead times could potentially put the project schedule at risk and jeopardize grant funding availability. • Early in the project, Bath Group will investigate options for generators which meet the OSO project requirements and define the generator specifications and standards. Bath Group will investigate generators which are compatible with other projects and the City's installed generation fleet. Additionally, Bath Group will evaluate the use of natural gas, diesel, and combined fuels for generator options. • Bath Group will work with vendors and suppliers to determine delivery durations and identify options which are within the project schedule. • Bath Group will provide a preliminary financial analysis of enrolling the new generations and the City's participation in ERCOT demand response programs. 5.2 Windstorm Certification The Contractor will coordinate with subconsultant (Ardurra) and 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. Contractor 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. 5.3 Testing and Training Plan, Start-up Services The Consultant will develop generator and switchgear testing plans required to demonstrate functional operation of the new generators. The Consultant will provide technical support and onsite staff to assist in the coordination of the testing by the OEM. Consultant will review and make recommendations for approval or rejection of all NETA and Functional Testing. The level of effort is assumed to be 40 hours in office and 40 hours onsite. City Project. No.22108 OSO Wastewater Treatment Plant Bath Group Q-34957 Backup Generator Page 11 of 13 Exhibit A 5.4 Topographic Survey The Consultant will coordinate with subconsultant(Ardurra)to provide existing survey reports for the project based on recent survey and as-built drawings recently completed on the expansion project. Survey services are limited to collection of existing site documentation data, identification any additional data, and assembling into the design package, The Consultant will utilize the existing topographic survey location of all major features of the project, drainage (limited to sheet flow), and grading. The level of effort is assumed to be 20 hours. An allowance of$30,000 will be utilized if additional field survey is required. 5.5 Geotechnical Investigation The Consultant will coordinate with subconsultant (Ardurra) to provide latest geotechnical reports from recent projects. The Consultant will utilize existing subsurface geotechnical investigations as required to support the design of the new facilities and will coordinate this effort with the Structural Engineer. The level of effort is assumed to be 20 hours. An allowance of $25,000 will be utilized if additional field and engineering investigation is required. 5.6 SUE The Consultant will coordinate with subconsultant (Ardurra) to provide Subsurface Utility Engineering (SUE) reports for the project based on recent SUE completed on the expansion project. Subsurface Utility Engineering services are limited to collection of existing site documentation data, identification of potential conflicts, and assembling into the design package. The level of effort is assumed to be 20 hours. An allowance of $30,000 will be utilized if additional field and engineering investigation is required. The Consultant will provide the following services: • Sub Surface Utility Location and Data Recording will be based on record drawing and recent SUE efforts completed on the recent expansion project. • Coordinate with Texas 811 and City to determine the approximate location of underground utilities to be exposed. • Collect and record field data. • Update project construction plans. 5.7 Permitting Support Depending on the size and operation of the selected generator plant, an air permit maybe required. The Consultant will provide permitting support for the generator installation which includes, New Source Review air permit qualifying permit by rule (PBR) under 30 TAC Section 106.511 emergency and standby engines or TCEQ Air Quality Standard Permit for Natural Gas Electric Generating Units and EPA 40 CFR Part 63, Subpart ZZZZ. An allowance of$15,000 will be utilized for this effort if a permit is required. City Project. No.22108 OSO Wastewater Treatment Plant Bath Group Q-34957 Backup Generator Page 12 of 13 Exhibit A 2 Warranty Phase Services (Not included) FEE The proposed not-to-exceed contract amount for each task is as follows: Task Fee Billing Type Task 1 — Preliminary Design $ 226,668 Lump Sum Task 2— Detail Design $ 212,883 Lump Sum Task 3— Bid Phase $ 27,898 Lump Sum Task 4— Construction Admin $ 114,039 Time and Materials Basic Services Total $ 581,489 Additional Services Task 5.1 — Generator Selection and Options $20,000 Lump Sum Analysis Task 5.2—Windstorm Certificate $ 10,000 Lump Sum Task 5.3—Testing, Training Plan, Start-up $ 18,000 Lump Sum Task 5.4—Topographical Survey $ 30,000 Allowance Task 5.5— Geotechnical Investigation $ 25,000 Allowance Task 5.6— SUE $ 30,000 Allowance Task 5.7— Permitting Support $ 15,000 Allowance Additional Services Total $ 148,000 Total New Work $ 729,489 Invoices will be submitted to the City on a monthly basis as a percentage complete based on project progress (for lump sum) and based on hours and expenses charged to the project (T&M). 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E ° m a o cn w ri WW .� � > v N cn Q 0 Z o (1) � d � �, ° Li cn 42) W I► a a�d m m ) Co Q � C ° � Vf CU c Q p _ Q th U) C= -0 'a E L C2 -- Q - E iA � +�+ C J CD 4 m � CU _0 O � 'a CV ca (n ca °� � � m a ❑ m 0 cn Q a � ws d 0 cUn in in m Q H Z Q EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Contracts and Procurement with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Contracts and Procurement Exhibit C P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5)calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Exhibit C Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology .......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR'S and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work ....................................................13 Article 12—Change Management ..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period ........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article21—Quality Management...............................................................................................................17 Article 22— Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26— Record Data.............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29— Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Pagel of 22 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi (City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements-The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 2 of 22 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act,42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act, 42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous,toxic, or dangerous waste, substance, or material. 17. Contract -The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications,and increases or decreases in unit price quantities, if any,that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 3 of 22 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work -The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract-The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs-All costs, losses,damages,and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 4 of 22 32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes,rules,regulations, ordinances,codes,and orders of governmental bodies,agencies,authorities,and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner-The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR -The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees- Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use- Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 5 of 22 4S. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings,whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor-An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion -The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions -The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or c. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 6 of 22 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work-Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive -A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense,"or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms"day"or"calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 7 of 22 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 8 of 22 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 9 of 22 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 10 of 22 9.06 Insurance 9.07 Modifications 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 11 of 22 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work,or accept the Work under the provisions of Paragraph 16.04,if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 12 of 22 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies,fuels, and materials; S) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 13 of 22 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 14 of 22 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action,the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 15 of 22 ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS; CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR;SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 16 of 22 ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general,to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors,textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 17 of 22 25.OS Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences,or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. c. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 18 of 22 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 19 of 22 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.13 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 20 of 22 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 21 of 22 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 22 of 22 `i ter CITY OF CORPUS CHRISTI C`cxLwi.i� € hri%D 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: Bath Group, LLC STREET ADDRESS: 5656 S. Staples St. Suite 110 P.O. BOX: CITY: Corpus Christi STATE: Texas ZIP: 78411 FIRM IS: 1. Corporation ❑ 2. Partnership ❑ 3. Sole Owner ❑ 4. Association ❑ 5. Other ® Limited Liability Company If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) N/A N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A N/A 3. State the names of each"board member"of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A N/A 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: Title: William B. Stark, PE President Signature of Date: Certifying Person: ' �. `_. 4/7/2026 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. 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. { ( )NJ 30 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) �- 4/16/2026 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 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: Samantha Brown Bowen, Miclette& Britt Insurance Agency, LLC PHONE FAx 2800 North Loop West, Suite 1100 AIC No Ext: 713-880-7100 A/C No),713 880-7166 Houston TX 77092 ADDRESS: sbrown@bmbinc.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Gray Insurance Company 36307 INSURED SABERPOWER INSURER B:Crum&Forster Specialty Insurance Company 44520 Bath Group, LLC 5656 S. Staples St., Suite 110 INSURERC: Endurance American Specialty Ins Co 41718 Corpus Christi TX 78411 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 1862109417 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY Y Y XSGL100303 7/30/2025 7/30/2028 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $100,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 POLICY� PET LOC PRODUCTS-COMP/OPAGG $3,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y Y XSAL100344 7/30/2025 7/30/2028 COMBINED INGLE LIMIT $ Ea accidentS 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident B X UMBRELLA LIAB X OCCUR Y Y SEO-142783 7/30/2025 7/30/2026 EACH OCCURRENCE $2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $2,000,000 DED X RETENTION$10,000 $ A WORKERS COMPENSATION Y GWC100600 7/30/2025 7/30/2028 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? ❑N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Excess Auto Liability Y Y EXT30093575100 7/30/2025 7/30/2026 Each Occurrence $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) 2nd Layer Excess Liability- Carrier: Homesite Insurance Company of Florida Policy Number:CXP-055378-00 Effective Date:07/30/2025-07/30/2026 Each Event:$3,000,000/Aggregate:$3,000,000 3rd Layer Excess Liability(Shared)- Carrier:SiriusPoint Specialty Insurance Co See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Corpus Christi ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Contracts and Procurement P.O. Box 9277 AUTHORIZED REPRESENTATIVE Corpus Christi TX 78469-9277 rlt�v4k-1011)(— @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: SABERPOWER LOC#: AC ()NJ ' ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Bowen, Miclette&Britt Insurance Agency, LLC Bath Group, LLC 5656 S.Staples St.,Suite 110 POLICY NUMBER Corpus Christi TX 78411 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Policy Number:TSX-001032-25 Effective Date: 07/30/2025-07/30/2026 Each Occurrence:$2,500,000 part of$5,000,000/Aggregate:$2,500,000 part of$5,000,000 3rd Layer Excess Liability(Shared)- Carrier:Admiral Insurance Company Policy Number: UX000001935-01 Effective Date:07/30/2025-07/30/2026 Each Occurrence:$2,500,000 part of$5,000,000/Aggregate:$2,500,000 part of$5,000,000 Professional/Pollution Liability Carrier:Berkley Assurance Company Policy Number: PCABD-5028596-0725 Effective Date:07/30/2025-07/30/2026 Contractors Professional Limit:$2,000,000 each claim/$2,000,000 aggregate(claims made) Contractors Pollution Limit:$2,000,000 each claim/$2,000,000 aggregate(occurrence) Deductible$25,000 The following policy provisions and/or endorsements form part of the policies of insurance represented by this certificate of insurance. The terms contained in the policies and/or endorsements supersede the representations made herein. Electronic copies of the policy provisions and/or endorsements listed below are available by emailing the Contact Person as shown above. General Liability: Blanket additional insured Ongoing Operations perform#GICO20609 08/22 Blanket additional insured Completed Operations perform#GICO20609 08/22 Blanket waiver of subrogation per form#CG2404 12/19 Blanket primary/non-contributory perform#CG2001 12/19 Automobile: Blanket additional insured perform#GIC0029 04/98 Blanket waiver of subrogation per form#CA0444 10/13 Blanket primary/non-contributory per form#CA0449 11/16 Worker's Compensation: Blanket waiver of subrogation per form#WC420304B Blanket Alternate Employer per form#WC000301A;WC000301 Umbrella: Blanket additional insured perform#CFSIC-EX-101.0.302 08/23 Blanket waiver of subrogation per form#CFSIC-EX-101.0.302 08/23 Blanket primary/non-contributory perform#CFSIC-EX-101.0.302 08/23 2nd Layer Excess: Blanket additional insured perform#CXS2050 08/21 Blanket waiver of subrogation per form#CXS2050 08/21 Blanket primary/non-contributory perform#CXS2050 08/21 3rd Layer Excess(SiriusPoint): Blanket additional insured perform#TSX0001 05/25 Blanket waiver of subrogation per form#TSX0001 05/25 Blanket primary/non-contributory per form#TSX0001 05/25 3rd Layer Excess(Admiral): Blanket additional insured perform#UX0001 05/23 Blanket waiver of subrogation per form#UX0001 05/23 Auto Excess Liability- Blanket additional insured per form#EXL 0203 08/13 Blanket waiver of subrogation per form#EXL 0203 08/13 Project:Wastewater Treatment Plant Flood Mitigation and Backup Generators RFQ No. 6892(22108) ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD %I iriy N u rnbar: XSGL1 OW103 Elective Date: OW21Gr2025 -0;f301202;9 COMMERCIAL OENIERAL LIABILITY DIC 02 06 05108 22 THIS ENDORSEMENT CHANGES THE POLICY- PLEASE READ IT CAREFULLY. ADDITIONAL INSURED RED _ BLANKET I is dies insurance provided sunder Me following. COMMERCIAL GENERAL LIABILITY COVERX, E PART A. Seely-on FI Who Is An losured is afnenaed to Inclode as an addelional 1111SLIFew1 Any person or organization whom you are required to add as an additional insured on this policy under a written oarklrad oe Ywralm)a-greement. su GL to the following ofown3i fl . a. Such person or organizatton is an additional insured only to the event such coverage is required by wriLt in rrfr~ae1 or written @9rcerilent and orlly with resow to Isabilrly kw 'daily Injury-- VowLy clanw9e or-p eal and a0verlising inlury'caused, In YmQla or in pV. by; 1111 Your ads or ornisSions; of 12M The awn or omiss ins of those acting on your behalf, in the peftmarKe of your oqoing operations ar 'fir woek` as included in the 'prod u mpleW operamns hazarc', wh rh is the subject of the Ymnan cntraact orwrimn agreement; or irk conmUtm viol)the. wnerShip, inje-narrcaB cw use o'f1hat part of M&presmiDes leased 10 you.hovofter, this insurance does no; applyr to siruclurat Oemtlam, new wrisinmclion or demlition operations p1erfo mod by or on behali of tihs a,dd0ional insured orar'ry'occurTePD 'wfhiuh lakes places afteryou Asa to W a toriaril iri rirril premises. b, Such person of organization is an additional insured only with reitped to f ab lily for'bodi injury'tv: ji M Your'il;mptoRi3i, oc 12� An emOoyriae of a subcontralor WiN ort•your behall. but only to the-extent. ja) Coverage for`toddy inGuryr'10 Wig'employee'or an emp84yee of subcontraclors suing oin y vuf behaRf. regardless of whvse 'fault caused such injury, 4a required by written cofilfact od Alt"agfeeme nt'and (b) Such'bodily injufys arisc+s in Rho peifformance of y[ur ongoing ope,*.ations or'your work- az Linclud*I on the"prookias-[:arnplete c!operalions by ird', which is the wbi t of 1h wrFtten cnntract or writien agreement; or c. Ueh person ororgarilzallon i an dclitiorwi insured ipr their s arts or r MIS;�idfk and i1151yr vyi;h rr;�Fi�eI to liabili4yr for"bcdily injuryf', `prrperlyr damage"or-personal and adyeriisin g injury' if; dip Cweiage for le aers or omissions of Bch qMiJKmI insvr€d is required toy %Nn1ten ntr a1 of wrillen aogre4ament; and 12P Such'bodily injury'. "propel -darrarge'or'persomal arty adwerMi invury-results Pram; jai Your cmgo ng weratkm-,or Eby 'Your work'complete as 1ncJuded Pn the'prOCIUK ls-C pleted OPe'Otigrla W.XiY. performed for the additional insured. low! war, Me ln.,wrqnf>e affrea 1e srf Bbtt4pfl#�I qrtisu (i) Dr}ry applies to the extent permMlledl by law; and 01) Will nal to broacler than thsl viruCh y w arse required tyy ih;e wrimeri, mntrac or wriltsr«agroornaniL to provide for such additional insured. GIC 152 N 09 0 Za Insuraince Sftn4m Officer, Irties. 2012 Page I of 3 Policy Number: X:SGL1130303 Effective Date: 0703012025 -07r,40f202a B. 8016y wi'h r&�poct 10 tho inur@nce atlorded to I" additiorkal insubods indintod in Porayraph A. ul! Ift endorwment, the following aodotona4 exchir ion appr eS: This insurance does not apply lr}'ttodily injury-, or'property damage'or'versonal and adwerlising iiinjuW arts-ng vet ot the rendenng of nr tree failure Jo render any prof-055iortal ,PrChilKJkjcaI, engine fing oic surveying services induding: 1_ The prepainng, approvi ng or failing to prepacp or ap,prme, maps,MW drawings,opinions. r+epactse:goroays, field orders, charnge orders or drawings and specificalions; iY 2. St,Nrvr3ory, impaction. gmhiteclural or engrn rinc)aclivAie% This exclusion applies evert if 1he daints against any insured iM ge nvgligonce or other wrongdoing in the !su rvi�wjon_ hirin.q. Elm plWMenl, tri3t:ning-or rr onitttn ng of o+lhers thgl ia,%uf r'(J, if the'ot:wurenneJ wttiiCh caul the'I injury'or"pmpeity damage',or the aifense which caused the'persnrol and adverlising injury', invotoed Iho fndoritrlp of or thq Lallum to render any profossianal arc It Wclural, enginearmrig_ or survey se `x, Q Solely with respect to Mis ends mant, UW folbjMng is added to the Duties in The Event Of Gccurrerrce, Offen-%a,�Clalm Or SuK CQnd,1i4n of�Seoion III-Commercial General Liability Cnnaltlains: 'The addrlioriat insured rust sere to it that: {1) We are notified as soon as precticable of an'oecurranc.e'or offense that may rissult in a Maim: JZj We 1`111SO U wrilt13n notice of a Maim or"surf"at soon as l0raeAica:and (3) A request for defense and indemnity*1 the claim or 'suit" will promptty he bruughl against any Micy suod by &noiiher insures und(r which th&admit o"l in&urgd may he an iasuvixf in any caoacily. Thti s pr�iIQn noes not Apgly t5 Idt$hJra#YC7� which it1� e.Jd�iiom�# �nuced Named insured if lh�ewritten contract or written agraernenl requires That this coyerage be primary.and non-contributory. D. Sole4y with runt icy this andoropernenl 1 Thu rollcrwing is adds 6d to lf,e OIlter Insurance Condilion of S. -o .pon IV -Commercial Gaimeral LWbIlityf Cond Itlons: Prirrrary and Honcontributury Insurance This insuranceisprimary to and will not m3ek quintiribvrtion frompny other inwrarrae svaAilpt4p Igan addiliprial Lttsursd providoi that: 11M The edrlrtional insured is a Ramed Inst,tredi Linder such nther msuran ;and 1211 You are rsqullred byr wnitan oanlrml or wnuun, ngiuw3vnl IML this insuriariew be primary and not. leek wnthlbg fin:fnxn any comer irkwi-ence vvai able 1a the addiflonei tns-ured. 2. The (okwing paragraph is added to Paragraph 4.b. Excess limsu4mnce of the Other; Insurance Cons10on of Seciliomn IV• R Cornmerelal aenerxi UbblINY Condlitlans: This leisuranoD is exooss over Any of the other insurance, w athe,r p6rrtary, e= s, mnlingent or onn and other 5asis. aveiiable ho .an additionaa insured,Fn vdhicrh the additional insuirad din our policy r-s also covered its art aldd:rlionEO insured on anomer policy providing we a fix the"nee 'wAirferti `.olfense. clam or 'Sue. This provisarrt:don nol Bpply to any policy on which the addlitanal insured is Neared Insured cm such other policy and where our p4olicy is required by'a wTiftw WAIractorwitillllenagrcurrient to prouida WVaragetoTwi adddional intumd on a Pnwry and nipr-opnlrioulory t1asis, E. This. tandvrsemant fter} nal apply to an addikrial inwrad Whiicti has bmm added 1:6 this policy by an endomment s#, � lhr tlddilionnt insijred in a Sc dtiile of aicidlUoml iliimn ds, end which a douooemenl Ekppries specially ID thal identified adds?ional insured. Pjqp 2 a4 3 19 Insurallm fir *offi ei Ina'. 2012 k 02 015 09 05 22 Policy Numbv- XSGtIO03D3 Effeclrwa Data- 0713+0 i-1 71 2028 F. EolefY with ruspeel.to Wo immearice afivrded Ira Ihg addr onu.l insureds under Ilhis ionaormifftnt, khe iollofwirig.S added to Section III —Limits of Insurancat TINe rrrost we wA pay an behalf of tha 8ddilional ifturad is the amourvi of insurance: ao Required by the Widen mnirarl or wrilten agmement referenced in Paragrap'h A_ of[his endorsement; Or b. Availeble under Ihe applimWe Limiks of Inswance,whiskever is less. MIS endorsament stall riol ir'm"Ise Me 3pptitab4a i_irnils of Insuranm shown in tho Cie arwion& All other terms. condilions, pfovisirana and exclusions fll Oviri policy romam Lake same. WC 102 64100 08 22 0 irmia-am S&MOSS Otfze. Inc,, 2012 pne 3 of 3 Roll Number. D0303 Effective Date: 07rJ&2025 -071MrM8 COMMERCIAL GENERAL LIABILITY CC 24 Olt t2 19 THIS ENDORSENIEN7 CHANGES THE POLICY, PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO U (WAIVER F SUBROGATION) This endarsem-em mad ks msurawnae provided under Lhe f-allowing.: COMMERCIAL GENERAL LIABILITY COVV RAGE PAIN ELECTRONIC DATA LIA51LITY COVERAGE PART L IOU-0R LIABILITY COVERAGE II,ART POLLUTION LkABILITY COVE RAG,E PART DESECNATED SITES POLLUTION LIBII_ITY LIPPI ITE D COVE RAGE PART DESIGNATED SITES PIS<)QQCTS'C0MPI,ETEQ CIPEPATIONS LMBILITY WVERAGE PART RAILROAD PROTECTIVE L4ABILITY COVERAGE PART UNDEPGRO°UNIA TOFZAGE TANK P011MI)ESIGNATEDTANKS SCMEDULE Narrm Of Porsorlo(sIi Or Or+ anizbtion(s): Any person.,'firm or oryaniza I-on when required by written ronlrafl Informalion required Lo com lele''his Schedule, if not shown above,will be shown in Lhe Declaralions. �Ila 101lowir14) is @41dad M Paragraph 9, Transfar Of R19hts Of Recovery okpirrsl Others T-o Vs or Section IV—Condltlonw, e waive arty right €i recovery insl Me person(s� or orrganizalion(s) sllowr in %e Schedule sbova becav" of payrmenis w4a mako under this -Covuraogia Parl Such waiver hyr tis applies only to Ise Merkf that the insured has waived rts right of recovery against such p wn�c) cc organi2aliC (s} poor Lo BOSS. Thy enogreemenj appiiies onIV It} the p n(s) or urganilatkmM)Mown in Him Sdvdiult aba" CG 24 04 12 19 G Insurarbixi Servtcas Gffwe, Inc., 2010 Pago 1 of I Peril icy hJ u mbe; XSGt 1 DD3€ Effective D-ite' 07f30,12025 -0713CV202 3 C30-M ERC,11AL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY- PLEASE READ IT CAREFULLY_ PRIMARY SAND NONCONTRIBUTORY - OTHER INSURANCE CONDITION 71iis enikirse`+itnt Ilk ddios mmirankx, prolodod iinder Irw M1 I(Avin�. COMMERCI GENERAL LIABILITY GIZWE'RAGE FART LIQUGR LIABILITY COVERAGE PART PF ODUCT&COMPL.ETE0 0PERATIONS LIABILITY COVERAGE PART The follaurirtg is addsd to the Other Insurance (2) You have agreed in writing in a minlrauL rw nown and super woes ally provisdon b Me a fe-emeal Lhal this insLirance woUid be contrary: primery and -wnLk not seek contribAiion Primary And N binwritributior y IFIMMar C111 from any o4her imurar+co anal ble to tm diflcmal insured. This insurance is primary to and mll not seek car*ibu<lion Frium any other Insurance assailable 14 an v0ditionpl imsurerd undei yoer policy provided that: ('I) The add6onal insured 4s @ Named Insucarl under such other-insurance-and CG 20 01 1219 r� Inriurancs Samos,Office, Inc., 2018 Pave 1 if 1 Policy NLrrntw_ X L1 DD344 Ef edive Date; 0' h"2025 -071 2 � TIC IS E NOORSEMENT C HAN GI_S THE -POLICY- PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifie-s insuranoe provDded under tkrye Fallowing. BlJSINES.S AUTCtMOBICE COVERAGE SCHE d" NAMe OF PERSON OR ()RGANIZATIONT AFIY persory_frrn w organizalion when mquimd by wriM§n tzrivau O IS AN 1N RI=D(Section 11)rs amencTed to includ-e as an iosured lha perry or W90FLIzaton shown in the Schedule es an insured but only with respect to liability arising out of your operalinnr. of`autos'. Contains Malerial Gopy NJh1, 1nsurerm Servi es€Mice, Inc., 1984 Pokey Numb-ar, XSAL100344 Eftchve Daw; 0713=025 -r371 Q28 t ]VIa411C R [A L, T CA4444S{3y3 THIS ENDORSEMENT CHANGES THE POLICY- PLEASE READ IT CAREFULLY- WAIVER OF TRANSFER OF RIGHTS F RECOVER. AGAINST OTHERS TO U (WAIVER EF F SUBROGATION) This encursement rmdrfier.insurance provinded;.inner tine fullcwing: ALfTO DEALERS COVERAGE FORM BUSPHESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM 11'+'iN1 r€s t 10 cmrage provW0 by this ondorsemeni. II'r+a provisiorrs Of th€r COverage Fom apoy unlen nxid-fred by the endorserfierrt Ibis oridor umem1 change 6 1hopohey eflective on t inception d w of tl*policy urfloss anolhar data is inftaW Gvow. Named Insured; 'Enclorsewpont Eifcctive Onle' SCHEDULE Names}Of Persmn(s) Or Organiaation(sf: Array liar n. firm of orpnrzalron vyhen rt3gwirf.(I t y writlen C:<)r11r.w 1.-lemirai�iUri ir#er uirC.'d to c"vle1ia this Schedule.A not sI'1owit aWwC.. voilil IDe sFiowii)in Ill . CA 04 4410 13 &la-vurance GFTorL�e5 Office, Inc,,. 11 Page I ar 2 %I icy N u hlbt r. XSAL1 00344 Effechve Date: GP3=025 -G7f3Qf2028 T1~a Transftr 01 Flilghts Of ftc(wary Agalnet bul only air Wo o4ant thal !submgaliW ts waivW Viers To Us candition does nat appN lo the ip the `acdO�errl" or the `iR�S` under a IEra� 4VI�1 parqon�st OF arganizatiafl{s) shown in the Schedule, That person or argaoizatkifl. FmdprWrrnk�Wivn P(Wigy No. ErxkwSarrWA hl: PraFnhpm, NIA Page 2 at 2 �g Insurame uervioes Gtke. Ino., 2011 CA 04"10 13 0 Polir,y Nurrllar. XSAL1+ 44 1#69 Live Date: 0703012025 -07 -�F2❑2S CO-MM ERR AL AUTO CA044g 11 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This onftrsement modifnes rn%ur eo pruw ded undar the Wawiri ALrTID DEALERS COVERAGE FCIRM BUSINESS AUTO COVE RAGE FORM MOTOR CARRIER COVERAGE FORM With respect ID ct}vefega provided by this endorsermenl, l e props-ans of the Coyerage Form apply Unless mod iL by ilk or%doftamol A. Thu folicwiriq i:& i9ddad Lo the Other Insuraus B. Tho tolling as added to the Other Insurance Confjilnon to the E3ossness Aut C4%herage F-orm Condilion in 1h-e Auto Dealers Coverage Farm and and the 01hBr Insurance— Primary And Excess supersedes any proVi&ion to the conlrary: Insurance Provisions Ire the motor C-Ajrner Thy re Fvrm:sg Comer-eij Awtw LLD bHdit� Ciweregre Forte and supaersecites any provision to Coverage and Gene al Liability CcNeragas are ft contrary: primary to and %wil not seek contribution errs any This Coverage Form's Covefect Aulas Lrebdo c4her insurance available la an 'insufac" under Caverage is primary to and will root ssek yuur pdry pfuv ded that: Cptlrnouli n fipm afV o1her m kxt r C>a #frsr iliagle 9 1- Such."insured is aNarne(j Insured a miler such an'insured' under your paiicy provided that: other insurance:and 1. Such'im ured' is a NamO Insured under ss.O 2. Ygo hone agreN In writing Irk ilk ed,r or ,other insurance.an() agreement than this insurance would ba 3. You time agreed in writing iin a cortdratt or primary aM would not sma conmuriorr ftom agreement that this insurance wautd be any otter insurance av$,llaWe to such primary and wauld not seek oamribution From 'insuredr. any other imoarhm trva-ilablo to surh 'insU<red'. CA IN 49 11 IS G Insurance Sew4car,Of , Inc., 2016 Page 1 -Df 1 WORKERS iCO MPEN AMN AND EMPLOYERS LIABILI7`Y INSURANCE POLICY WC 00 03 01 A>, (Ed. 2-g9) ALTERNATE EMPLOYER ENDORSEMENT This @r1d0fWM@r11 WOOS only%it1h reaped to bodily injuly to your employouls while in III cauns of special or wmporar�emplayment by the agnate employer in the stale named in Itfn1 2 of ihp $Oiedle-Pari Qne (F ars Compsnsa cin Insurance)and Part Two(Ern*yrars LIabildy Insurances will apply as though the at ern,ais employer is Ii'b&PfW, if ari entry is.snown irl item 3 of the Someoule ll�e insurance eftrdixl 0y this onoorsenionita liez only to wuk you perform under 1he caniraaor el the project nome+d in the Schedule. Unf%ar Part One{Workm CamNnwtion lne3uralnc+e)we wiM r-eimt)wRe the afiemate employer for Lhe t► nefas regpir by the worriers compensation law if we erie nol mitl*d lu pays the benefits directly io the persms entitled to them. The m5uranr;-e.afforded try this f,,n0i3rseFFkenl I$rat inten d to %atre~fy the Vernalp employer's-duly 10 zwmre its obligations under the workers mrnpenseiion law-11r41e will ndl file evidence of this insurance on baball of the alternate ocioy r wrlh onV yemm l ci�efty. We YAP not asp any other irmoer a the alllemale employer to share WAh us a IOU coveftd by Uhis end-,rse"Ont F"fiemium will be charged fcw yi>ur empinyreea while in She course-of special or empc-ary empl3ymeni.by the aliernale employ&, The policy may be can€.eled according to Its terms without sending nclice to the allernale emplGyer Part Four(Your Dulier.1f lnl.uryr Occurs applies io you and the alternate employer.Tihe aliwnaie per player will re"ni our righl 10 dif®rrd under Part&One grid Tom and ours Nhl Lo rasped under Part-Six. Schedule 1 Allemate Ermpicy-or AddFerss If fegrjire�l 13V wraven contrnt, anV Altemate Employer. An # re%s 2 State of Speelal or Temporary Employmerd Any rilale lisled in item �A of .he infi. matipwk page. 3. Contract or Project Any conlrw or peojr i This a ndo rxe rnen1 r hinges 11w policy to which it Is a9rar=hed aawd is effcciiue on the d aim is!�ucd unk!ss otherwi§o staib®d. (The inlornnaiton below Is t&quined bnly whan this anduirsa einii is iia,red subs qu&nk 10 prapstatloa of the Polity-� Endarsemer,l Eirt!LIVI�07i 25 PoliqyN* GWC100600 E %-:a Inwred Saber P er f dings, LLC Fri i-isi.'ri Iftur:9ntE CLvni)Anyr C0ur51ar&igrk-! by The GraV I nr u ranca Carinpany WC00#301 A fEd.M9� FD 9W i°S rimkmi l d`a td-o Camps atanum Iniur�. WOFZKER3 COMPENSAT113IN AND EMPLOYERE LIAEIEFFY INSURANCE POLICY WC000301 I Ed.4-847, Alternate Empl*yer Endiarsemani This endorsement applies,only with respect tD bodily mjury to your employees whale in the terra pf i9pudel ar temp<3ra1Ty sm;pIGyment by tilt altur-'+ to c!-,,ulrryor In ih* stato named in 1hei Schudulu. Part Chv (Workem l mpw8atkm lnsuranoap anij Plait Twig(Employ-ers Linhiloy I€rgslrFjnoe)will spply p!; ugh the allemeie errkpl r�lnrwrea Under Pari One�Workeis Campensalion Insuranca� we will mimburse the.allernala employer for the benefills required by the yyorkers compensation taw;f we are neq permipeal to Ipa� Me Wnelits diredlyr'la the pe ns entitled Io them.. The imurance.afforded by this endorsemem is ricA lnt-arkkd Ib saLasfyr 1tw allerrkale employers duty IG nature ils obiigatkins undet t11e workecs compens.ailion la iv. We w,lI not fie evkkmw of iNs inSufanm on *hjq6f of P1e alternpt-e employer vnlh any glovernmEntag!enc r We Wv not ask anyr olhor irwsuret of the aMernale employer to Wmre 01 M us a low 00ver" I:)y this endorsement: F}remium will be charged: for your employees whL a in TM boume rif special or I.14m xrary amployrmeni. by the allmak e efnljorer The poiiGy may.be canceWd according to its terms withcut sending rimice to brie altemale ernpiDyer. Fart Pw( (Your Qutlu!j If Injury Occvrs}applies sc you and the anernale eonplcyef. Tine alterrmte empl er will recognl?,e cmr right W defend udder Parts One and Two and our rig#rt la inspect under Part Sirs. Schedure Alternale EMPlOVer Addre!v:a State of Special or Temporary If rinquired by xwritLen imintrad,arty Ainyr addWss Any stole Ilsled in iLom 3.A. cif th% AIIe€take 14Oplo . Infomiation Inge This P.non.-s-pniand th,antge4 the policy 1{)aainirh it is a tched qn!m ef?'ectiva on the(pqt-e iss;ueri uni .Wherwiw ITho infQc nA0Pn tQly w'Is rgqui riad Dnlp wrhpn qhls;igndorxement is issuad subsequent tq plupanktion of the policy,) Endor&emerit Effeclive 071MI'2025 Policy No. r C 100600 Endarseumnl Nlo. Insurtad Saber Flgwer Holdiig5, LLC Premium ins en Company Cocjntmigrl I by Tlo Gm y Insi mnoo Company we000301 (Ed, 04-i1� 141 Page 1 of 1 W IBM NA6am.!r"ned on Uw4*osanam eraiurvnrr,Inc.Al*Rights Rmirr*d 'WORKERS COMPENSATION ANQ EMPLOYERS LIABILITY INSURANCE POLICY V%FC 42 07 04 R BEd.f44� TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This a ukmmarri woli"only to Ihia insurancet pmvidod by I b ause TwAs is shwa in Item 5.A. of the Info mmirtion Page. We have the r pr to r ver ovr payments(roan artyr,�raW-a for an injury covered t')y Lois We will nol enioru cur right egei-nsi the person or organixaiion na-nrred in hhe Sd}edlule, bull.this wsiwer applies cnhy with respect to bodily li`uUry ar i!019 C A ai ft 60fatiorit described ir`tho thedula wr"re you ari§mqWr@d by a writligrr cdrntract to obLairL this w aiwer frwn us, This ando rrAr+rl shall not OoWaila d MCtlyr or indog tly Ia.bancrrl artyorle 00L rLamgd M Me SC11eduxu The premium for 1h is endorsameol:ii.rihcwn in the Sch$duie_ Schedule 1 a Specific Waiwer �X) 134ankei Waimr Any person, firm cc organizalion w]3en rinrl Jiro Dye"Men contn9rt 2_ Operatcnr.: Any Operations 3- Prem;-um: $0.00 The premium charge for this endcr5emen9 5ha.1 be Z.0000 parcenr OF thCr l:w0mium doveloped oil payvlt A Connw icA wiM work.17o'kwmad for the ab persm(!5}-Dr Ofigsnizatlon(s)artying-out of the operalion&descrit . 4. Advigo a Premium--$0.00 Thia endcr rrtent-rhana-as ft paticy so which p is alwhed arA 4s effeahm on Cho We Issued uFAms olherwisoe stated (lfbrr Irorrnatlon bell9w Is reored only when this erldvr rent is*-s d*ubr,9gW@nl tv PF11?pDratlOn of the p IJZY,J EaftrwrronS Effecvve ID713 202!5 P.0JJcVW"GVVC1006W Endorsernvril No Insured Sat)ef Power Hal-ding!5- L!LG Premium Insurance Cfmpariy Ccun nud by The Cray Inrauran Company WC420�0419 IE%1.6-14) C-op}r"104 kab oral Coun{II on C4)-mp&rr 6tud trrm Mr.M Rio&Rastrdrd. Policy Number, SEO-142783 EfFactrwa Date, 07=12W5�07J 2W6 CRUM & FORSTER EXCESS LIAR l LITY CO V E R ACHE FORM V�irious Rrrowisl an rhiS Policy rostrict coverage. Flood the anure Policy carel4ilyr to determine Nhis. dulies aind wool is and;is nU1-covered, Thro4hout this Policy the words'y±ov"and'your refer 10 iho turned Insure shawn in the poi;aaratrrans. and arty other pars"or or!D&x2at+ori Qvald lng as a Warned Insured under Mis Policy. The wont 'w& -us'and'Our-101ior ro 1h9 cofftiparwy pnwwinq lhis Insurano§. 11v word 'insuTod' m9ains arty p9rsw or organizalpon quaki-yiq ag .such under the`G ntrd5ng underlying insurance`. Other words and phrases that appeal in qucitarian marks in lhm Prey have special m-panting. RsISF iv SECTION IV DEFINITIONS. Other wards and phrases the! are not defmadl under this Policy dui cfefrnad in the -conrrolliing uncllerl inn insur-,in - will !haye the meanFrig descrited in the hle policyr of 'contrdLng underlying Tha insurance uirtde-r this Policy will foliOw the Satl)e provisions, exckis4om. ocr'-litinins and 11m lalions chat ara COntaiff)EId M 1110 i,pncable 't;001r0IIir1g ur:,dararng inWr unlass cith&rwis:e t iiMtod by this Policy. T#a the -extent such pcuvisions differ 43r aonlliM the provisions of Ihrs Policy will apply. However, with respect to each claim for which This Policy provides coverage. the coveraga prorwided under lhris Policy will nol be brGadef 1Kan That prowidea bar any`undartying insurance'of the same or simirar line Qf oqWerage. There may be more than orte policy of 'conlradling underlying insufance� l steci in the 24,hedule -of LjInclerying InsvranQe. an There may be Terms and prune in lho,5e respective , es that are in conllr-1 a.ncf which are na# superseded try the provisions of this Potir;V. In such a case. 1he priovisions. exclusiGns and lim ittrvons of the %wilrolllrlg unde+lyiN In uraoc-c- app'c-aVo to 11he particular 'event- rar , a clam is inaft or 'Uir is brought III apply. SECTION I— COVERAGES 1. InstirlIng Agrearme ll it. -e will pay on beh@lil of [he insured the 'ulyirnale net lose in excess oil tho 'retained limil- beuiusc' of 'injury or darnage to whm:lh l wis wisurance applies, provide that ft'njury-or damage- takes pkc:�:during our 'palicyr pa6ad . b. Wa will haw9 the riphl and duly Lo dolend the irrsurad against any'gull` sa*king damages Mop-such `knju ry or dwir apes w1ion the'ralained limit- has been laid In 1rrq, When we twig no duty io dtrend. wft w11 ham the right to dsfi�nd. tr 10 9sso i f in, iM defantie all, ther insured against ar}y 'suit' si�akirMg dams for -injury a damage'. Row 6vver- we will hav6 no duly to delernd Wig insured against any `soil" seeking damages for which in"rarKV under this Paficy does ni?l apply. At our disixe ion,we may hwastigaie any -scram"that may irwolws this insurance and seltle any resultanl claim or 'suit'_ But; (1) Tf-a amount we W.9I pay ri5r `tiltimal9 rret 10SS7 is tirniW6 aS doMiW in SECTION Pr — LIMITS O INSUPANCE:and J2) Cher oghl .and duty to chided 6r1d9 whan we 110wa paid lbq aplplicabl9 Lirnils cif IrrsrarariC� lfndCr lhi+s Policy For'ultimali9 not loss"to wh"khls Policy app as. CFSlG-EX-101.0.002tW;2Mji Pape r al-9 Ir, ir,d s GD rr`"I''".ram rnalarizIl 01 InNuranru Sgi-vicin C Hh;% Inc,V001ft &j*ri Policy Nur-n bor: SEO-142783 Effe.cliwe late. 0713W2025 -071'3CY2028 1(]_ iVlaini.enance of Changes to Underlying Insauranc e The aggregate limits of 'undedyring insufances. where applicable, shhall be unimpaired al the beg nning of our policy period'_ All -underlying insuwrence' mull be maintained in full effect during our -policy period'. without change of coverage or reduction of limits except for the redL lion of aggregalei limil5 in ecC4rdanc e. with lhre proui�ionrs of wch -.vnderiying inwranKw` that resuhs Irvm payment .off 'ufrrrete net loss' is which this ins:wrence applie:s_ Such exhaustion or ran oil limits L5 not a feilaare t-o mainWin 'ijndaerlying insurance. HuArever. 1he failure to maintain 'under1rn!g insurance' shall include, but nat be Iimileci io, the failure Io procure the M5,urance shown in 1be SCh ul0 of Urmdeirly ng rnsurance, in addition 10 anV cancel ation, non- renew W, replacement. terminelion, or resotmion o4 such -un4ertyfrsg Insurance'. or change in the �r ope or lirmis-ofS"'JrKlerlOng Ins.iran '. Failurre to maintain 'unclerlyin+g insurance will not invalidale rnsuranie provided under this Flolicy;, however, we wlll ni:4 mako any paymew under 11hls Policy nor a surn-e the Quiff'to idefend MID II7sured, urIICSS and uni l the'retained flinty has been ewhau,,�led by ih+e paVinent of'unit'n ate nel logs-. 11_ Other Insurance P- 11 olher inwrerlpe thal ks no1 -underlying insurance` applies to any claim or -sail' lhat i5 also covered under this Policy. Then this Policy sherl apply in excew of And; shall not contribute uwirh such olher rnsurarte-e h_ When an additional insured uncber this P06CY i:3 a1W an eddiliona1 irrsqred kinder all -ur*derly-ing insurance` applicable to an "evenl', and where such adailicknal insuna.d requires in a written contract with ?ov lihat 1his Insurance be nari-oonlrkbuatory with respecl 10 any inSvaixe More SuOh adclirQnal insu ffed is a rwried Insured. thw we aall not s"K contribution rrorn other ir'.sorcr& ahaL pfoyide cmrage Ion such addilional irlsurod as a na.mrad insured for 'UILRmiarig reel IO2s7 suslairied by such additional insured and oLtiarwsc� covered under INS Policy alley the 'relained IsmiL' has been exhausle-d by the pay+menl. of 'ullimaie net Ions". 11 an additional insured) under Ikhis Policy has drags under any other pulicyiies) as an additional insured, this. Policy shall apply in excess of and shall not conlribuie with such Other wrisurance. The provis►ons of lhrs Other Insurers oonditiorr will nut apply if such ocher insurance is Spec dically written to be excess 41 this (Policy. If no ocher in5urei delends, we may undlerteke IQ do sQ in scccprilance wiTh the defense pro kris sel fQnh etseWhere in this Policy, but we will bi� entil led,to the insured's rights againsil all those other insurers_ 12. Premium The premium, as states in the De-.larai3ns Di this Policy. is a flag premium. unless there ,s a race per an exposure base shown on this Policy, and an endorsement scaling such is atiached to this Policy. In chat case, the premium i5 suNegt to adjurtrneM in ac-cardanre wirh the 1erms of that ends em . The premium, as slaled in 1111e Declarations of lhrs, Policy. may he adjusted it an additional premium charge is mada to any -undedying insurance' or if there is an incase ;n the ricsk a{,sumed by u+5 during our -pwlr;y period'.. 13_ Transfer of Defense a, Defen Transferred to Us Whan the -m1.9.nad limit' had. Lamm paid in 1u ll- vv� w+11 Cooperate in Lha Learv;ler o1 =11.r`ol to us of any outsland:ng claims or `suiN' seeking lama ss to which (his insurance applies and which would have been covered by the-underlyung insurance' had the applicable 'relained limit' not been exhausted. Wheqt 11 a Sa tillemen1 of Anyr '"C dafenda+d by any "uricierlysrvg insurer- resoks, or will reWll, in Lhe exhaus.iion of the -retainazd limit' and alsc will require the paymeni. o' a portion of the L_+mils•of Insurarrca under this. Policy in order to elfectuaie lha se1[Ierneni, we will have 1.he right. bul not the duly, to assume the tranrsiw o1 the-c elense of the insured wylh respect to that -suit', bunt we wail[be under na ciblgation to have the defense tramierred 1a w Ln1ers and tintil the'retained limit` has been paid In 10L CPSIG-EX-101.0.302tD&M-3) Page of Indufts cgwrr hW malarial al Insuring Scruiws OlFci�. Ir+,. with ils peurossion, Policy hlurnber, 1SEO-1427133 Effective Dale- 0MV2026 -071 2026 Where the salisracUon of any judgmW entered againsi the insured irb a 'suit' defsrbded by any -underlying insurer' results, or will result, in the exhaursiion o1 the `retained Grnit' and also wilt require the payrmerrl of a poflron of the Limits al Incur-ance under this Policy in order to ehWuale the zati:Si ;1ion i char wdgmeni, we will IwAVe the right, but nol the duty., t-o defend the insured with respect to 14at 'suo". bur we vnll be under ro rill galiorn to have the j fense transferred to qjs, b- Delense Transferred by Us When the Limits Ql Insurance have b n exhausted, omr duly 10 provide a (ieten`te will cease. We will operate In the transfer 01 rr7nlr l of defense to and in tier specdically wriClen as excess-over this Poficy of any oulslandrng cla=5 or 'suds' seektrig damages 10 which rhis insurance p!�es and which would have n coverect had the applicable Limits of Fnsuranee not been exhausled, In the everM thal there is no insurance:wfrbilen as excess ove;1his Policy, we will cooperate in the transfer of conlrol to the insured and its designated representative. 14- Transfer al Rights of Recovery againsl Others to us If the ir.s,ire d 11es rights to rear all or perl-of any payment vibe have made under 11his Policy.these rights are tree leered ID us. The insured mv5l day iithing afler 14:3s to impair Ihern. At our rec st, the is siured will bring 'sLril`or Iransfer noise rights 10 u:s and heV tis enforce them. If the insured and all appar Ie "underlgirtg insurance'. prior 10 the lkne of an 'ant', waive in wrijiDg any rights of recovery against;a specific person or organi,zallon for any payment ol''Ullirriate net Ions`, we also will waeve.any r+�Ihts a1 recovery we may have apinzt such person or organizslron to the same.extent waived by the ir►wreCd a of such-vnaerPong lnsurarce, The amount recoverW shall be apportioned in the invefse order of payment of the 'oltimale net lass` to the extem obi rho actual payment. The expenses al-all such recovery proceedings shall'be epparloned in the ratio 01 the respective recoveries. SECTION IV —DEFINITIONS As used in Ihis Policy: 1. "Corrtrolling underlying ina11.111rance" means any policy of insurance listed in the Schedule of Urrdertying Insurance arrd identified as -c:ontrolkng underlying irxuranre'. 2, -Event" means an occurrence, offense, accidenl- act, lairrrre to act, or other circumsrar.ce to which the applicable-ccntrolfing underlying insurance'applies. 3. "Frijury or dania?ge" means arty irVury or damage covered M the applicahle'cttr44rollinrg urhderrlyinq k1r;urence- a. smg from an-evsryl". 4. "P0110y peri +d" means the period all tkm:6hown in Rtem 2. of Uhn Dadaraiixons. 5. "IPollutanis" rl a rlanyr said. liquid. ga:wods, &thormal hrritartl&CoMaraiwt, Irrrcrding smokint,vapor. soot, fumes, acids, aWalls, chomicals and waste. Wale aricludes rnatoriaft to be recydM, r cr'rdilicnEAd, or reclaimed. i. "Retain Iilmli" Mam tl'r$ suayt bf all app"brei Iini+ls 01 iuAerlydeig .#t�urailCe- and ar%yr OtIM irisuparrcq Or se11-insurance ap{ic-able to the claim or-suil'_ except insurance specifically wrihen to apply in excess of this Policy.. 7. "Suit" means a civil proceeding in which damages because of -inWry or damage to which lh}s insurance applies are alleged. -Sun'includes: a. An arbitxaticfr proceeding in which. such dar'narges are claimed and 1v whist. it'we Insured gust sut]mil or does submit with our consent;flr b,. Any clhebr Mernelwe dispub� re., GOlution protseding in which sudi damages are claimed and io which the ensured subrrios wil:h our CoirrsenS or each applicable -underlyring ins-urers' sarA1_ -CFSIG.EX-1017 0.302t ' ) Page 7 DI Indufts cqw6;jhW malarial al Insura mo Scruiws Qifci�, Ir,,. with ils peurossion, Policy Number: E T3003575100 EfFadivoDato. 0713D2025 -0713012028 E.X[,ESS 1.[AR11,LTY CO rEIRAGE KFLirOW FORM (SHORT FORM) R-rad 11W cwiM prolicy carefully to determine rights.4tnicN mid whint IN and is not covereLl.Throughout thi-, policy the wards`ynC' amd ');a&' rrfcr Lo the Namcd Imuraed. The words "+w+C, "us- arrd "our" refer Lo the Cempamy prrwidin�this ins-uraFwc-'The word 1wwrtxl° means any cm or oqpnjzaLLuFL qualifying as such in Lh4"f act urided`Iyirt irL 0t`JMCk"NVJl '�h 1 I,tlLC C43nmil I i ng pol vy listed In Item�of the DcclalratimiiNN urilcss 4e8igrl ei c4berwiJe iin ft I'JLUl;lIL111i-1tr-L• 01h�;r W01Ll' ;Md Pht'aslrs thsl alxpear in q taion marks haw sN i 1] nbc;oningmmll can be found in ilw DFIFINITION s �CL'111171 01 111L' N(cciflc policy prcwi;s run wlicre they;iply rr_ In wrisideration of the p.1),11rcnL Of the p!rumium and in Teliaa cc upon the sty in the DLcImuiicmns. wN 4m with you to provide kmvkmige as frMcows_, I. COVERAGE We wi I I ly.,y can twhal f of the insured the amount of"I "covcied by this insurance.in eras Of the "unduly nQ Iimiu of insurance'subject t1}the LIMM OF yN4UkANCE S�VLion-This pol icy will i'tallraW faun Itt the Leans,curidition .da.tmit ons.and u-.0u mbns V1'111V -first unclN rlyIngm4111ra1114X.- ilk eff °t div lanL day of Lhe M cy Nriod. aquo.1 to Lhe cxtcia tlwlt the 1earms. ccniriitir*s.detfaiii1011%. Arid exclusions of this policy differ fmni the"farNi and-CrlYit1;ginmikmnce.-In no cvcnt shall thLs rk lik:v provide.broader coverage[ham is provided by any pol icy in the"anc erlying irlslarxe`-shown in Item 5.Of the D]Iccrlmr36WS.-VX-VepL if ifi1rXA ° pLr► ided otherwise by endue menl_ Il, 1.IM[T5 OF INSURANCE A. nw Each a-c I.irrcncIn. limit start-d in Item 4-or the x Iaraiicrr.s is 11rc mast W C Wr11 pay° L'Or ul I "leak%"are i11F ua l of Ally ON ocCllftrim, t+l 5labkJ1 INS pAicy a5ppl4rs. Fl_ The a get pale ttnm 4hawn in Item 4-of the DcclmratL-any is the mmil ".c wilI pay.for all 1rK?." LhaL i L subject w ,uk.aggrepaie limit pmvided by the..i i nit und&jyving i murarxx"and shall appLy in the�;nnc mi11lnfr ax Lhu arggr>ppw 11ini :� vi+dM by the "f irst uarld4rlying i nsuranm" t'=_ This policy applies cooly in exccss err the"underly<inj� Limits of insurance"and cmly after the "undcflying limits cf insunmcc'have hccn,exhausted. Ill. DEFENSE We will follow the Befense pm isi,orm of the `'Lust underlying insurance-. In the event there ure no Drfewe prorvisions c onlained in the'first kimk`ly inj;inmprar1r�l`, %v will huvc [hr rigid, but iwL the doter R�be aL�mxialted with you kit ymr LJiOr rlyioy io%urvt or both in the hivestigatitmof a my ckiM(3r' def woof any suit wtkich in our ap,inion may rr`att I LaWlily In our policy fear"loss" If%v cxcncise such right,we will do so at our uwnexpcnse.,but we wiLL have no such cxpLH.LWolriig2ti0nor liability r.aaallz-e the Limits.of tnsuranct aft-exhausicd, IV, FRFI►fll,lM If any Liddi6mial p tnuumcharge is made Lax Lhe-underlyinginsnratJrx"du:nng the P'vlicy PcrkAur if tlLer-e is an iftWaW irl [he risk a.SS1JJ teed by 13\..0131'PtenliUin itulY be a11djLl:led, V. DEFINITIONS NITIt NS A, "Luss"Fwansihusa sum a1:Lually pail in the setllenvenLcar satisfaction Of a-ularirrr W tieh you atne k,garlly obligates In pray 09 LLIMagR�a. iincluding taut na1 hniiti:4 to "bc4ay injury" and "proNny damage", after making pmNr deduct lrmw fcw all reMvcrias and salvage_ FsKlurarhce Mwdcaa Sp5duIty Imuevnce Conipam5 PoRe I;Bf 2 Ba W03 W13 Policy hl unriber- EXT300,93575100 Efieu5ve [hde: 07 025-07IW 8 B_ -Underlying IirniLs cr'f inwran e' me-wks the scum Gl' the lirnts Df At applkablc `-urrdctlying iilISAA MOM' liStrd Ira ltdFn 3. Cif Lhe Ikulwa[i m, in-Judi ng stir-iiinm rrd rrlcarLi+.m (Slks), deduciiWes� ot other forms of inwrante of Wif-Immindiftrce applicable io :t gocvn claim or OCCurrerrt+e_ V 1.CONDITIONS A, �.�14iMngn 11hi4 prlltcy Cain only t�e changed by a writLcn endor%cmanl sigaecl by cane of our aulhorized ropq-v witunI%v,thx Ix7ralille.-a W of tllix p ICY. R_ Fl irsl Nanked I nsu rerl Dutiv% `11I14. penc7la or caFg niz-imon firm nararrd Ln Item 1, iaf the 1 xxdar.rtions is respunKlible for Chr j'1;MVMCrrt L}r;III fir.%tN;tlmd IDSLI +Ccl WillaCt On hL7h;L11'41f aJl LAI N;Lnvd]Tk%urwcl% for the piti irl-j and reoei%in-e,}r noike of cancellation ter the rve i,pt ol"o,ny° remum rrt naiunk Thal become f,:rydhL,L!. C. Stainilens ve a I"Underlying Inaauralrner." During the period of Lhis prgrcx°_ vau ag-Fee to kccp a[L `underlying insurance- in full Jbi-cc and otIcOl and LhaL the "unc 'FIy11Ig II ImL�cd'imLurarrrr."Will bc rmmuiinr+9,=WpL to Lhkr c.yLcm sw:1 linifis rrnry be reduced in rxhimusie l by pu+°onCrll rtlr„g)NS1L o:Pvcud'h%, "undlerlyingir��uran�4.," It you faiL irk cornply wilh thr:ie rgvirmcnts,we 'will only be liable to ncc samic Lcxtent Ih:ll we would have been hrul you fully complied with tksc requirernenl%. D. Nolics oI GoLurrrm You mint sew to ii thut wC are notif-uc,d.as soon aN 1ti1°avdonbLe of an mcurrencv"ahkh niav rc�Lt In a cLum w suil which mayr invoLve this pr«lic-, It a cluim ur suic agaanst any insured is ream.xN hly like 15 W ILI%i ih c This p*lieY ypli I 1111-:. 111}I I ry G% ill W illlly as 7';om.1s pmucimbk If the '-untltrlying limits of insurance,.. are Lxxhamtcd solely by pay mcnl of''lcr:", no rnsurcd 11. c ic I k it own oosl, voluntad ly nuke a paymenL,assume any obligation.rw incto-anyi° t.%o:n+4:_ ,I her Lhimn for firs[:dd. vilhoul Lt r%riderl c;oxn+wnC, �. � r IIt<�t�Ir�lt'ce If ocher In urarrr :r pli to u -IuSN Lhrrt is also t-xavcmd'b this polky, this pcplic�y will uppay excts& opf ffic oxtlwr insurance. Ho%kever, iltix provision will not apply if Me other irmmm is. .9pecifically +mitten to be exc % of ohis Micy'_ Other irrrc°uPFKc incfud" any typC of self-el UMc or other mecl3anism he which an imqured nrrmiges for funding of legal linbilitie,& E Cunfurrttily io Sinlu[# Any l.crrn: of this pol icy whk-h are in cimflict with tfw lerms-of any applicable luw car FegulwLon gcav°crninl this policy Lur,hr mby wwnded to runibiun to such laws.end Trgu.luliiomti_ C. Whon"L oWq is.Paymbk Coacr g-L under Chi% policy will not apply unks-s and until the insured or the insurled's 'Lunderlying mo.Irwive" I,; obligated tla p�ry< the full ankomt of the -undiallying, li mils of i mtlreonm,, W`hen the amcunl of `]c��° has finally becn delrrminc d,we wriil prompllyr pay on behalf of the Insured Lhe amounl Ld -` t,,"fulling wilMn the Forms of t!llilh P013vy_ If the insured has r.@N,. to rcmVCF all or ;mri of any payment we have made, MdCr iihis policy, then those riots aaae trmuforrcd to us and the insured mum do nLmhi.n,,to i.nipair ChOW rights_ At our reyucsl Lhe insured will bring suil car Irrnsfer 11w ic.rigs to us Ice ecif we Lhrm. I'SXIIIr.IIYL Mwdcaa Sp5dulty]onumnce Cmpamy Doge 2 44 2 IXL_"3 UPI 3 111111111 Pbl icy Numbef, C,7CR 378-00 Efactive Data., OFM025 .07 6 CONTRACTORS IDS ENDORSEMENT ELAN KET ADDITXCNAL 1N URED - N N-CONTRIBUTIN - WAIVEP. OF SUBROGATION In r o n 5ideratj4n of the premium rha`ged, it is uno.reto oo and ag reed that: A. Additionat Insureds When a wrkten mntr , 5ig l prior to an"event requires that yov provide Additkinal rnsured co c-rage with Limits of insurance greawr Maim hund&lyring lirmits'and"cwtrolling uoder]Ving insurarxe-prflMidls wd-r cnverage: t. SEU10N IL -WHO 1S AIN INSURED iS amended to lerlid UW Addition l llnsLwed as an iilamiml For the k-s5€r ilf; -a. Coverage requircd by the written conil3act, of b- 1�owErage pruvidW t}y,' thir#ins urarKe nr"controlling Lrnderlyring insurances.' 2. As respieM ft coverage vrovecled by this endorsemend SEC71014 U I -UM M OF INISAANCE Is amended to add: Limits-of Insurance arci ideid to the Additional Ensured will Ise the lesser of- a� l_iftts required by the written fontmct; or _ Limits available under the applicable Limits i f InsurarKe. B. Primary.and Non-Cor ributing Whim a writteiY tmtrbft sigried prior to an"event"rLqu�r&s. for Uffwts of Insur4mou grc3wr 4haa 1.ukndeiiyring lirniit�,,ff ttkA th�5 inw4-arKe i5 primary to and will not 5eek contribution from anV bier hnskirarct available to the Additional Insured, this Wrsuiance r+01 apply in this manner Rrovidear that, t. the Additional Insured i5 a Named Ir suwed under such tither irrsura ice; arrd -2L all "undedyring insixanoe"avplie5 in the same manner.. c_ wad or Subtr9gatk3n Whin a writbm contract sigitired prior to an-event'rNuiret. for LJmts of Insurance t reatEr shark '"under lying Ilmra,'that we Ymave our rights of r a- may'agairest &ie Addikliial Inswefl, then, to the ant required by the rorAratt, the Itmowing is added to 5ECI!ION IV-CCfflDITi0N'S. Waiver of Rights of Rear )? We waive any right of recflvery we"1have against the Additional Insured because of any parynwnL we rake under this pdKy. Such wafer by us apiplies onky to the a,4e.nt that Vixi have warms your Mght of recomyr prior to t "event""naus,ng Me Injury or damage. Ali Lo!h• r ta: ens and cmdirkns remain uryNngW- Contains cc�]y-r hted material of the CXS 20 5,1] 21 page l of ! Insurwce 5enim Offi e, in4:-with 04 permissw. Pblicy Numbie. C3L100303 EP1echwe Comte: a7f3a 2025-07f31V2D28 ERTIFI TE HQL12EB WISITTEN NOTICE QF CANCELLATION ENDORSEMENT In shj evvm of rt imillat+an 6y Rw C[moan y 30 d.iiyrs voiClig+t Mict will bo giusrw to thu -hWJu[Od OgrliFinM hoMers.. This nradce in no way&anges the ncli-ce of canoailmian Ghat is required to be gerr*n to the krnsured by any staLe Mwa SchadU e Any Wrgon,firm irr orgia nization where requi ra d by written contract. Policy Number: XSAL100344 Effgcnvi� Data. 0MtY2025 •07 2028 QERTIFICaTE HOLDER WRITTEN N T&E F CANCELLATION ENDORSEMENT Ire INJ evvm cdrt rallatori 6y ter Comoamy 30 dmyrs writtir,muct will t�o giusrw to mu tCbWJu1Od Ogrlihnte hoMers.. This niodce in no way changes the rimice of canoailmian Ghat is required 6o be girven to the rrnsured by any staLe Mwa SchadUM Any Wrgon,firm irr orgia nization where requi ra d by written contract. WORKERS COMPENSATION ANQ EMPLOYERS LIABILITY INSURANU POLICY WC 42 06 01 (Ed. 1-94-f TEMS NOTICE 0 F MATERIAL C HANGE E N DORS EME NT This @WIMOM601. appftS only to Mia irksumnoo prided by tM po" use texas �& shewn in. item I-A, of tnfomwtion Rage. In the eyent o4 cancelaVon v Wier rn;D a.`r0 Ch.) age of the OrCV- we *J1 rAail gclvar ra noirce 10 the person or nrgerkation named in to Schedule.The number of days advance nabue is shown in the Schedule. Thl!�er>rdpr met shall nol-Qperale�on-ecdW or indirectly to benefit anVone not warned irn 1h►e chFALj1e. Schadula 1. Number of 0& s Advance Nolice. 30 Days Z- Name Df Pefwn cw Organizalion Any Verson. organixati-on or company when r$quifad bywriliten icuntracl. NOWM Vnil lie ri;Rded to�Any curmrtt cediricate holdor. If roquirod writto-n a*rilirad. Ttws endomarnerri changes iho policy to wh+ch it is alrar�sd and is~hre n thq date sued untao-m ollhwwise slater {The In(erroalicn below Is required-only when lhls enclumerrewnt is Issued Ewkm*gLwot la prvpmallan of the pollcy.1 Erxkrmrnw4 IE+ li 627)303025 Po°.a tiro GWCIDDSM EFlrorsernent No. 'f*wred Sabor Pacer 1409dingti. LLC Prem'wn- rasurance Compony Q%Jeitefw;ned by The Gray Irlurlance Company WC #2 06 01 �E-d. 1-94) 0fi 1201cR"j 4nCo'4 on 1.6w; As AV"Rwt-,i Berkley Assurance Company Page 1 of 1 Notice of Cancellation to Others Endorsement In consideration of the premium paid, it is understood and agreed that Section XI.G. Cancellation and Termination is amended by adding the following: This Policy shall not be cancelled or materially reduced in coverage except after 30 days (15 days for non-payment of premium)prior written notice has been given to the following entity(ies): City of Corpus Christi Attn: Contracts and Procurement P.O. Box 9277 Corpus Christi, TX 78469-9277 Whenever printed in this Endorsement,the boldface type terms shall have the same meanings as indicated in the Policy Form.All other provisions of the Policy remain unchanged. Insured Policy Number Saber Parent, LLC PCADB-5028596-0725 Effective Date of This Endorsement Authorized Representative 4/16/2026 Berkley Assurance Company Page 1 of 1 Policy Form: PERFORM-10002(11-20) Effective Chtia OW3012025 - DMIZV202B PERFORM CONT.RACTOR'S PROTECTIVE. PROFESSIONAL, POLLUT O , CYRER. MEDIA, AND MITIGATION RESPONSE POLICY NO1`ICE: THIS IS A CLAIMS MADE AMU FI=EPORTF,D POLICY (I`PCOT FOFt COVEflAGE C}, SUBJECT r0 rT5 PROVISIONS, THIS POLICY(E XCEPT FOR COVE RAGE C)APKIES ONLY TO OLAIM S WHICH AAA_FrFtST MADE BY OR AGNNFrT YOU 13UR1NG THE POLICY PER1013 OR THE OPTIONAL EXTENDED REPORTING PEF1110121. IF APAMA Ll!,ARID FIRST REFORTEU IR WRITING TO US FN rHOSE PERIODS OR TI1E r141J-E WikT}C EXTENDED REP+EWMIAG PSWa UNLESa SPECIMALLY PROVICED OTTHERWI&E, CJAiM EXPENSES ARE INCLUDED WITHIN AND REDUCE THE LIMIT OF UABILITY, AND APE SUBJECT TO ANY APPUCABLE. SELF-INSURED REXENTION PLEASE READ THE ENTIRE PAY CAREFULLY. Woids aid phrases Inai appear in bald pnnl. exeludlnp capiion head+nps.aa%,e spacmW mimmirgs Lhai arse del,ned rn to Dulir'r'f►r►ns1:�fihi5 POicy. The wDrds W.''im'm d'our aman tale In r sli m m the heaiNK ol the Dedaratlorre of 114ta Polcy, The wo-rds-)+d t' wd Fyn ow.wi any pe"cw an ity illdscribe-d in dit Ca$firliliorl*'W"Llftd In nansldwahory d 1he pay-Gnl D1 Me reemnrrn,.and in reharoe Mor-Cie siaieR+ents rnaW di 1he apiallratiDin.rriaiemals. w4 inlom ton powded by you,, which aM i arp"no iiwp 1h,-- Fahey. 1�mr a port tier 1, 4M are 0 NVr I;AIioir upon wtriMlhis Policy 4as tem esued,m agree with yrrlu as icllows I. INSLI RUNG AGq EEFAENT A. Prole chive k►kKnnliy We shell srdamnitp you 4Ir+ Ppulectiwe Loss {;rj a P'T la6Ma l feft ass esla lish&d by bral Iudgryieni nr sEdle ant to vehic 3 we argq�e-wrihng.in excess a?rorecWB P oouilra W lnwrt rK*.1wovided Mal' 1 9I�r P«bbetiva Cledm Arita&Ov9 nl negliguni V1 fin{#of OrmSSior_in',h4 r rr gnnq 4r€ir iailtiMt rerKW PFQW5�J4na1 *�:0 b a PoIlutIon CondilliGn res°.,Iring Irom the pewrrmeiixe or Canlnwtor M114itlas by Pla fkspacsibl&Entllyr:Ist Ywre rer-dertd of p&ranried cr cr aftf Lhe Rellrtlyd[ve Date and baloie MIS endGo the Policy Rariod.am 2. lha Pratecaltire Claim Ppr Sigh Mira Loss � iifsl made by ynu dumg IN Pdliq FLarM or ❑plicr-'al lExtdNr d R*0Miv@a FEW If ilppicMle,ar%d r Elie#in wrilirV by ynu to uR dum'.9 0r'wl-cl Iho�e pa'dds or Ow AaJForrrr ik Ee.endod Rep¢r N Pad:and 3 pr&to 4lse Otf$ChYe date 01 jh8 fir51 034CY i-,tiring IMLS tyPO Di PT41K11YO CISIM r56L�Ed M YOU by in,and coinar w"Iy rilrwmwA by µid tho PriincipM Personnail Ih*d rrs 'ki-dwimrige cif cucr.,reowirns wtdo i*uid giva riser b5 Pralledive Loss;and 4 you made all feasonatis efforts.to ra eryour PralactIve Loss Pram me Responsible:Entity B. PralataianiLl L'abilily Wq wia oelor%i i se,o 7 ,r1In5I any I1►W*m4k nj1I CLIiihm. ias proyWei al kion III.A rat ih,$ P{ihCyrl arrd Day on yreur tAall J11 Drrlrraoat.ertd CFaFrn Else Irir mai Prof nkii tel CIIr im in a%cass ci ajIyr ap{WuNe yell Unwed Reimizin,pm'ided 1hrm. 1. tom! Fil hEanaM lal C alni wiKA oul d1 an 8Ctual ar al d■idbk4jnAt Stt,drrbi br Whistihlr rfl the verviewig orty giiijee Io eerxier lPrakreall$nrr 5enrlcaaJ�V you.of by a. lllkle EnutyJcwmham°per are legally rg5p4rnsi*. on gr 4�I++rr too Ril1irCm0 4 Njw arW Worc k 4 and 0 the Polky PwrW:and 2: to Prafeeshwul Cmkn rs first made agalrsi yGu dunnp.Ire P ACY FWi ad or OPOWE l E-Kie ed Reporimg Pe+icid. id applip0o. and n&WrliM In v rilhD by y>ari 10 Lkg dunnD urr4 40 thwo moods or " AkAvrnal!c Polq Farm:PERFORM-I OW2(51-20I Policy Nunnlxr, PCAB(-502 0-0}25 Paw a 0120 L First Parlyf CISIM rrealn s Rrovetiioa CIelm and any olh& realest of us by yL,.., ry WiVimlon tart or kW sums arrs ll Cut 01 any or the niSu"=8g agreermas ciescribm lrb the Suppi,ernema`CMWS jB Section D, It`s PdKyr W 110o lrrMlbn TwhinoI4gy Piri;Oucti nwarn a Gvripulor qr toixvrnrnunicalion har re or malty.Argo or-oduct 4r who- 4,1r:dla®r:c pradi,x-1 1h 1 i!& LEWd, cri',iWd� vuIpp4; Pe mgrreulmCiurad ty or fbr yqu, inrdudc@ soltware Loaies.s-efvlce packs arm]inher ma,njerlanae relmsas 11v suchFeDwcxs. N, InlBrmell&n Tatihnology Services means: 1 CorrsWxg on.rir• ::en W.6ewkaprrrerA ol. analysis;ol,iMegrixik?n ol.inje-rfacwof,modfic-ation of and prti,grwvAnrQ of Sillwage,Tlar N� rtetWsrks,WIeCorrtrrturerUjiorasysterlrs and eyeetr8rtec ordagil8l de5rrees perrornw4 by yDu w an y ouir tehalr for yolr crsnls: 2 instalW.Km or-iraviinIq iin lh43 uaa or-aupWri ol. 5ervicre9 oI, rnaFrilenarrce oL.reparr of yow InilormMiDn Tochnoli4iY Prdur,11F 3 rnarkelinq or_sellrrq ol-ke►raing tall and€hwibuwn of Inlormelion 7echnology VrocWcls. d. Mo`#ljr#!,wIue#ioi;w7ig bI, rrllrrirvol W pt*t4-%&MQ 61 daib by yriru; ;i, rngrwlgiN. i4mr:rbng,admni*tgriN pnd V linfo rrt}ftini T4KFm QgV 1131iroduiEg rqr}4Vir Ili 4r 6. acwe.Es performed on your web Ell te(-a); but Mull not mean InformaliGnTeC1110ol8-gw Prbduota Ineuipd mates; 1 me lammed=lnistired.or 2. 8rrr fully owildd ft"diarr `I54r2bdrt+� 44 !!,Uhsidkhrk liir)il&d liabhLy trr;r 81 lhr& lAM94 krwRred.fld any her, in Me past,-&s now clxrsFtrfu;ed or llereaiter oomwuied. sub to it*limltaiima In Paxrayprapih 9 D1 thra bellrilMn for Via newly+aogUired or rorrned entitles d r therein;or 3. ark pireserti at forayer parser. dlmelrx,ollrcer, manager, member, shareltKAJar, proetpM, trustee, or rpm y QI the Named Insured sgleitx whikr xlirr8 ran heF� of OW Homed Insii, lhis Pal+a9,aphl 3. shall ImI m A a arty enIit}'an InsuPM rely M-ear 81 its partttVmim*Ah Ma kmrm Frhepure+d Irta WKW BnRt sucta am a pirK werti we or ItrnfI d kaWF conWny_or 4. anir insured wqh reed$o ift pubovatan In a"at entity, dnctudrrg a.i&nt venture Dr limillesi IfabIityr c.o,mpaap°, btlt sooty for the Norned 's legal kabdily artaing taut c9 ilk pedom erne cpi Pi-plip 19-Fil '4gFv-IQq*. C4 1rP0*F ACROftv, rAkdin A4;1Ivi11c* gr Itillwr 016W T I0gy Seruices under the resMetw W eflUy,and sucl4 legal eor.y it .or any other enl9tyr Wher tUn an llnwr94 Mail is art or iha%gar jwKV,itro not 6muraks:or -1nth regard,w gage C odaiy. any client or the I irrijad Irraolried, of ogler ent (w pomn, 1t M the Nipm4d Wvwrvd * obiglanvd * nam@ as an aWil ornal ersurW on Ih* Fgiiq fir» 14 a *lion EdirlrlrIN. 3grLL.er'r9trlI, b• mrMii. t xeeuW 18#reel ih4�Polkiiian Mim viim W Q rri8de. aad Safely as resptds Po1lulkiiirr Coadltlons resuNing born the Named Mursid's peal'ormance or commetm Activities:or 6. any antty which is Bpi ilwally lde*Itrled as an Mmred in it*beelaratiiam.x by err kWAmem lr lh rs PDecy;or 7 t estate.hem.execrrlors.sKaretlokIlig s, admirusiraAD►S or legal eegeservialwes,of an Wisured in tree e wril M sk4h Ingured'e dNjlh, inr, dtyr, or b,it JWIW.or thiu 5prre5t: Pr`ggal OprnQviG pwgrlar 0 Ally InMLV66, bul 8fiiyr 16 Ih8 bxebfi[ such Inritw*d mild oike�rwrsr_i be jxDy ed oaveralp urr'de{ lilt Pcrticx whtie acomg solEgy cdl knell or the Haarnai lltawed:or 8. amid praar en°+ly "I h.as bmn fepar*d 10 us bier 18 when the FWV Rsrtyr Claim or Clalrtal was t-rS1 made and wroso ars*Ns. paAnera.pr-VpL Jls, +tere acqjired h'k the Haumd Inswed. and far�.wilich the lrlavrred Ilan Jred it r rp�ld 1P pngvi li ti?rhtlr rrlsu,y rrcb unCbr wrrllrn orlrilr.rel or PaV Forma:PERFOIRM,1 OW2 c 1-t4i Polie.y Number PCABD-5D2859&0725 F-9ective Date. D??!3 .2025-071 1.2028 i��+ ' rnrpnlhs of the Policy Parivd: Oro ++tanked premium Shall by rwrtPuted Pm-mla 41 Ihrp tvrglvu,vo rlh r�krrl ¢ li y l nr rgm�,rnr P yftWE*1 tnyr rtYirrn pr n5ium h;dl n�1 l}p rr l Qn pl r,MOrokign 3. Thus Percy rnaayr be carrAEed by 1he kral Mcreed Insured ror my rearsm. In fhe•e•:ent that 1 he ir31 W*rarr �f In*wr,pr� ,'rnG l Iho Pt+a iW.04 jr;�rrikj Womirrrn 5h,°rll W i;wMWW under lhw.4Guslg-aiy ShW rill Lk`1510 ,bird pri:46dun..fit N pWofflagei 0 It*r}pW "icy pr"iurn sl;WO.q the D riSixl$..;Arkd we woo relurn the wrrsspbndlN unsarned prwnurin to the llrsi Namied In tired Carroeeabon tlyr me ftr4i j InSQm i shah a wn ft r i; Sxion*4 Ruppaing Ppvd ar4 any Oprppnal Exlor,KW RaWrInD,Pd)r*d on Iho d a ar CMWlLajiW. 4. Norw tirimandrng trio N1rWoW4 rl you moil a Chien or FIrM Party C:lairn to us pri& to the dare canceRshorn.We Policy pre pum shall be considered 100%earned. a-ld oo pfemurnr shall tie relurnm upon ancelalron. W. No Uhrillitldn Of 1J111bli y You shaat ncil Limit ft liabirlyr pI.my Flesponslbliv Ent4yr. excr l t6i;i wilWiVe rn!jAig6grv, "nlhr);rt our prKy vrsitlL-r Vprl;)mrdf. Il you Vilit Cho TAbr4ty of a Reep6n ihlb;Enlllx'in a niairodr tl%Nl Fails la croply wAh" lofeags rep. our ob+l ion ID pay Load aFrsrN oFjL of any Clalrnt' or First ParrtV CNAM rn'rolvlag $rlotl FGasponslblr! Enlllx strati alpply so4gy irk wcc-*s of lhrt colWkAo irtw.v That would hajc hrsnn a�wa 4 in V v. abrarica oI the lilUaddn 01 UANHy IG such R&ApormiWe Enllly or any prrrstln or enlily Ipr vrhirh tN FresD¢rnalble EnIKV is ra ris"a. I. Your Brrnlirupt-Cy YD.,-"r*rjptCy CW iiiiiiSONOtCy r}haif0tfl 1i a us oI our c6ig;jhu:i;urx.lerr Ihi;Paicy. xlrlhgrl3ratlgn Clausg 10k accaptarwxi or Mis Policy. lire Irrsl Named Insured III be tt,e save agent or end shall aca on bewail o! Cho tnaunvds for ali purpggs as Io the ftlrcy_ inciudin W nol lrrnrlocl to the paymanL or rrrl<lum € premium, igriei{y7 and 7cr epC m e of arTk $rrtlpr,. rtr hl i u ¢W. lorn a ;md pI [#ri!� Poky, pi ng .rrid Feceiving nonce D1 c:a WLation. lemuna3lcin. or norwe"wal. chi Dvi rig or noliaes arxf reporirng of FWW �Plrrly CIPIMS6.Ckpkrns anti crrw-5NF u*.1w Qvmploing a7pRtrWr1Grr ar4 MKI Making g1 any 51,Ir—tints or rr 7r r11 iprr for rnpllung zny c.:�np W 1h4 Pry, and for Like pmr rra*rrtg pr°rdwInurrgi 7t}+."rd" tiny Aghl undef this Pnwcy,including the purctmm or an Optn's ai Exierlded RepcOing Pmod. K_ SMrOWIlly*1 Ppll-;V Provrslona lI any rnalenal peoeisicn or Clause of Ihm Policy is deCWed illepi or urlenlorckab$ py any courl or cofripelent jurnsdicticn and-carmul be m[pidied Ira be enforo abie_1ha1 pravisron*d.wwrkisidrately become nail mid vgerd,le;tvrrrg the renvlii-icku pI'Fes%liry!,i hdl Isu'4#r ed- L, Severabially or Insureds CiCiaverw9n E.0,0■nd iE) &x pt wLh respect io lh�e L mils of LrabOy and Selz'-Irksu red Retentiorn, the.Apilhoozation 04use of this C IxXlr liW arrld hs OEWiririLte M dCd in this Policy, iris Asvrance applies as-4 each Vmredw&o IM onlh tnuhr +t!and Saperalelo Io each k1sumda9sprlsl wt-am aClflrn is made M, Oth"Inswance This.Pallcyr is,excess Oww the Saul-Irsiured Rejenhon and any otne+r•yald and Wleclbe tyf tnsuranw ;1v8ikdWa 10 yew, wholhi+ir SWX GLr InUr rate is sldl&d 10 be phi mry, pr ,rauL Cwlftu- may, gmBm, ccaritinp,ni. si f-crrsured or o8ierwse_ Wess such -mher insvragce is srrritten epmdjci excess. of Pit Policy by reforw in sui;* r poky 4D the Policy rlwnNr in lhrs Policy°&C rato s When any ocher insuraetes Pea, a duty io dereed a Glenna, we wr1 have no &Ly va 4efood the CIilrn; II na. such ocher insurance dgelwxls thv Calldm we win have thic naht but not[he4dL"to delend tt Chow Und i G vdaibpe C only,veivii you arit rtgquued by wriLlfi ebli!rAtl,vwrrintrn &grKnimffl,Or Ormil, taaf WLOd priw to when the PoIruttion CUim was last-a . Io imll.K�e arcs pe n or enlily+as an a€tdhiorral Insured. 15uc t awera]a urll tap pmvidgd on a primary ana ran cr:.,hteiWtr.ry N-IriS+.o IhG cttlnnC*13 reap,494. N_ Cheics of Law I Form PERFORW I OM2 1-Wl Pal"Nrarnbsu PGA 8D-M26596-0725 EMYaw 3 Datia: 07130120,25 - O7130 2026 Berkley Assurance Compare :.�... Responskbto Entity Waiver of Subrogation Affirmation Endorsernent lo ortisderamn or IN :Vefnlum paid. It iq undemLoW and agreed fliaz Seci w XI C. Fs dielriE-i; if, eta t*rniireiy and rePIbckd wilt the S*I¢ikurg° wbrnlmon In the r:arnt of mny pjmynw,,n[wrlrr thr$ PrAcy.wn shtil 2w wk,Fnepplrw In all co yn,r right*a rc�,ry therwar. Ycmj shill o4M4witr and deliver all reauesled inslrun,*Ms and papers In ILYthwame of such nghds to us and do whalauer else 6 re+hsonatily nec4nariryr ry Remo swAi+gh4r. Wru swat:do rahirg 4a olgive yr l-WIrie such r9lift. We trllaq 14aae Virionty In any recvedyr.artd grow nniounW rGOMMW in ruLum of"tempi I mern Ind tt,e cost td-us of roc Wft shO be paid m you. Fk eyes we waive our nghts ill s"cg�Wi uthder to ,is the exlent suit a waiver is r gWr5d by a written CdffUW with yo-u e,cec Led pnYT 10 Lhe Clalmo alg;RviM anp or fto fly thM IS ry a Avopanxible Ear:YcwN d6wift.ftz parrvims of¢dhir aftGha lm.and yrm,Otent's drs+gra ;and yWr rxi-per ih.91 wNI fly for which y4xu partidoaftm it IhSurad undur fir i QA.Of dhis PdK:y For Coverage Ps orb,wvc wig r>fll suhrr}yale apinsl a ResgDnsible Entity pmvided iL has rnairtlained RacoraraW Insurance, regardless of*heUMr ce art such Re C$5+e ably Irisuraric$ g a haus%ed or rM d I?Awevw pr *d irS Mrs Frwiarmawd,like L1Glgsce type 6e im VwB hava lire same ffwwN&as rnclicaLed r7 llhm Polipir FOm.All elm'Rio &Gns of Ire papy rerran uncKwrgr?p Irs�rpr. �pl NuBr= ia b e r P oweLiejYj a m. PGA8D 5 0725 Ef a-::-,e 3a:eof This Enco serr-aril Auf Qrizetl RaweserFakwe PDRq Ftm 1PERFORM-ION2111-201 374 5499-1714159 1 PERFORM-1 D11a PI-21)