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HomeMy WebLinkAboutC2018-006 - 1/16/2018 - Approved CITY OF CORPUS CHRISTI MASTER SERVICES AGREEMENT GEOTECHNICAL AND CONSTRUCTION MATERIALS TESTING Project No. 17099A This Agreement is between the City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City)acting through its duly authorized City Manager or designee and Professional Service Industries, Inc., a Texas Corporation, 810 South Padre Island Drive, Corpus Christi, Texas 78416 ("Lab"). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I PROJECT TASK ORDER 2 ARTICLE II COMPENSATION 2 ARTICLE III INSURANCE REQUIREMENTS 3 ARTICLE IV INDEMNIFICATION 3 ARTICLE V TERM; RENEWALS; TIMES FOR RENDERING SERVICE 3 ARTICLE VI TERMINATION OF AGREEMENT 4 ARTICLE VII RIGHT OF REVIEW AND AUDIT 4 ARTICLE VIII MISCELLANEOUS PROVISIONS 4 EXHIBITS: EXHIBIT "A" TERMS AND CONDITIONS EXHIBIT "B" SAMPLE TASK ORDER 2018-006 Pagel 1/16/18 RRIALSRV ICE NGEPS DOC NTIMSA GEOTECHNICAL CONSTRUCTION MATERIALS TESTINGIMSA P5112017-IS MASTER SERVICES M2018-005 Professional Service Industries INDEXED • ARTICLE I —PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Lab agree will be performed under the terms and conditions of this Agreement. Each task Lab performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Lab. Each properly executed Task Order shall become a separate supplemental agreement to this Agreement. 1.2 The Lab shall provide its Scope of Services, to be included in each Task Order. The Scope of Services shall include all associated services required for Lab to provide such Services,pursuant to this Agreement, and any and all Services which would normally be required by law or common due diligence in accordance with the standard of care defined in Article VIII of this Agreement. 1.3 All services provided by Lab shall be performed in accordance with the Terms and Conditions to this Master Services Agreement attached hereto and incorporated herein as Exhibit A. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Lab must perform tasks and services and submit deliverables as detailed in each approved Task Order. A sample Task Order Form is attached as Exhibit B. 1.5 Lab must provide all labor,equipment and transportation necessary to complete all services agreed to in a timely manner throughout the term of the Agreement. Persons retained by Lab to perform work pursuant to this Agreement shall be employees or subcontractors or subconsultants of Lab. Lab must provide City with a list of all subcontractors/subconsultants that includes the services performed by the subcontractors/subconsultants and the percentage of work performed by the subcontractor/subconsuttant. Changes in La'b's team that provides services under this Agreement must be agreed to by the City in writing. 1.6 Lab must not begin work on any Task Order authorized under this Agreement until notified in writing to proceed by City's Director of Engineering or authorized designee. ARTICLE II—COMPENSATION 2.1 The Compensation for all services performed under this Agreement shall not exceed $800,000. 2.2 The Lab's fee for each Task Order will be on a quantity and unit price basis or lump sum basis with a negotiated not-to-exceed amount.The fees will not exceed those set out in the Task Order and will be full and total compensation for all services outlined in each Task Order, and for all expenses incurred in performing these services. City agrees to pay the Lab for services provided in accordance with each Task Order issued by the City and according to the fee schedule and/or amount not to exceed set out in each Task Order. 2.3 All services shall be performed in accordance with the applicable standard of professional care set forth herein and to City's satisfaction,which satisfaction shall be judged by the Director in his/her sole discretion. City shall not be liable for any payment under this Agreement for services which are unsatisfactory and which previously have not been approved by the Director. 2.4 In the event of any dispute(s)between the Parties regarding the amount properly compensable for any Task Order or as final compensation or regarding any amount that may be withheld by City, Lab 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 Lab does not initiate and follow the claims Page 2 K\ENGINEERING DATAEXCHANGEIVELMAP\ENGINEERING SERVICES DEPARTMENTMSA GEOTECHNICAL CONSTRUCTION MATERIALS TESTING\MSA PSI 7017-18 MASTER SERVICES AGREEMENT-GEOTECHNICHAL.CONSTRUCTION MATERIALS TESTING PSI DOC 3. procedures provided in this Agreement in a timely manner and as required by the terms thereof,any such claim shall be waived. 2.5 Lab will submit progress invoices to City Engineer monthly and final invoice upon completion of services. Each invoice is due and payable by City within 30 days of receipt and approval to pay by the City Engineer. 2.6 Request for final compensation by Lab shall constitute a waiver of claims except those previously made in writing and identified by Lab as unsettled at the time of final Payment Request. 2.7 Any fee payable under this Agreement is subject to the availability of funds. The Lab may be directed to suspend work pending receipt and appropriation of funds. ARTICLE III—INSURANCE REQUIREMENTS 3.1 Lab must not commence work under this Agreement until all required insurance has been obtained, and such insurance has been approved by the City. Lab must not allow any subcontractor or sub consultant to commence work under this Agreement until all similar insurance required of any subcontractor or sub consultant has been obtained. 3.2 Insurance Requirements for this Agreement are set out in the Terms and Conditions to this Agreement which is attached hereto and incorporated herein as Exhibit A. ARTICLE IV- INDEMNIFICATION Lah shall_fully indemnify and hold harmless the City of Corpus Christi and its officials,officers, agents, employees, or other entity, excluding the engineer or architect or that person's agent, employee or consultant, 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 Lab or its agent, Lab under contract or another entity over which Lab 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. Lab 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 Lab shall reimburse the City's reasonable attorney's fees in proportion to the Lab's liability. Lab must advise City in writing within 24 hours of any claim or demand against City or Lab known to Lab related to or arising out of Lab's activities under this Agreement. Page 3 I<%ENGINEERING LATAE%CHANGE\VELMAP ENGINEERING SERVICES OEPARTMENTMSA GEOTECHNICAL CONSTRUCTION MATERIALS TESTINGIMSA PSI\Y017-18 MASTER SERVICES AGREEMENT.GEOTECHNICHAI CONSTRUCTION MATERIALS TESTING PSI OCC ARTICLE V-TERM; RENEWALS; TIMES FOR RENDERING SERVICE 5.1 This Agreement shall be effective upon the signature of the City Manager or designee(Effective Date). 5.2 This Agreement shall be applicable to all Task Orders issued hereunder from the Effective Date of the Agreement until Agreement expires or is terminated earlier by either party. 5.3 The initial term of this Agreement shall be two(2)years from the Effective Date. 5.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Lab will perform services and provide deliverables within a reasonable time. ARTICLE VI -TERMINATION OF AGREEMENT 6.1 City may terminate this Agreement or Task Order under this Agreement,with or without cause,upon seven days written notice to Lab at the address of record. 6.2 Lab will be compensated for authorized services completed up to the date of termination. ARTICLE VII -RECORD RETENTION; RIGHT OF REVIEW AND AUDIT TA- --L-ab grants-City,or its designees,the right to audit,examine or inspect,at City's election,all of Lab's records relating to the work and/or services provided 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. Lab agrees to retain its records for a minimum of four(4)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. 7.2 "Lab's records"include any and all information,materials and data of every kind and character generated as a result of the Work under this Agreement. Examples include billings,books,general ledger,cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, federal and state tax filings for issue in questions and any and all other agreements,sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 7.3 City agrees that it shall exercise the right to audit, examine or inspect Lab's records only during City's regular business hours. Lab agrees to allow City's designee access to all of Lab's records, Lab's facilities and Lab's current or former employees,deemed necessary by City or its designee(s),to perform such audit, inspection or examination. Lab also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 7.4 Lab shall include this audit clause in any subcontractor, supplier or vendor contract. Page 4 K\ENGINEERING DATAEXCHANOEWELMAPENGINEERING SERVICES DEPARTMENTMSA GEOTECHNICAL CONSTRUCTION MATERIALS TESTING\MSA P9¢017-08 MASTER SERVICES AGREEMENT-GEOTECHNICHALCONSTRUCTION MATERIALS TESTING PSI WC ARTICLE VIII – MISCELLANEOUS PROVISIONS 8.1 Assignability. The Lab will not assign,transfer or delegate any of its obligations or duties in this Agreement to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the Lab staff. If the Lab is a partnership,then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Lab fee may be assigned in advance of receipt by the Lab without written consent of the City. The City will not pay the fees of experts or technical assistance or other Labs unless such employment, including the rate of compensation, has been approved in writing by the City. 8.2 Ownership of Documents. Lab agrees that upon payment,City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with,pursuant to oras a result of this Agreement, including contract documents (plans and specifications), drawings, test results and submittal data. Lab may retain a copy for its files. 8.3 Standard of Care. Services performed by Lab will be conducted in a manner consistent with that level of skill and care ordinarily provided by competent members of the profession practicing under the same or similar circumstances and professional license. 8.4 Licensing. Lab 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. 8.5 Entire Agreement. This Agreement,including Task Orders,represents the entire and integrated Agreement between City and Lab and supersedes all prior negotiations, representations or agreements,either oral or axittern-This-Agreement may be amended only by written instrument signed by both the City and dab.— 8.6 Disclosure of Interest. Lab agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 8.7 Certificate of Interested Parties. Lab agrees to comply with Texas Govemment Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of"interested parties"with respect to entities that enter contracts with cities that exceed$50,000. These interested parties include: (1) persons with a"controlling interest" in the entity,which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other goveming body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers,or service as one of the four officers most highly compensated by a business entity that has more than four officers; or (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary,adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.bc.us/whatsnewielf_info_form1295.htm. The form must then be printed, signed,notarized and filed with the City. For more information,please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. Page 5 K%ENGINEERING DATAEXCHANGE\VELMAP,ENGINEERING SERVICES DEPARTMENTMSA GEOTECHNICAL CONSTRUCTION MATERIALS TESTING\MSA PSI\2017-18 MASTER SERVICES AGREEMENT-GEOTECRNICRAL-CONSTRUCTION MATERIALS TESTING PSIDOC • 8.8 Conflict of Interest. Lab agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office,if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secreta ry/conflict-disclosure/index 8.9 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. 8.10 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. 8.11 Conflict Resolution Between Documents. Lab hereby agrees and acknowledges if anything contained in the Lab's Response to the City's Request for Qualifications No. 2017-001.or in any other document prepared by Lab and included herein, is in conflict with the terms of this Agreement, which incorporates Exhibit A, and/or an approved Task Order,this Agreement and/or the Task Order shall take precedence and control to resolve said conff t. - CITY,• 0 • S TI — PROF Slp1�tA5 SERVICE INCA:TRIES, INC. C _ �r l l `-� off 11/27/2017 Jeff . Edmonds, P. E. Da e Henry a do, P. E. Date Director of Engineering Services BranchManager 810 South Padre Island Drive Corpus Christi, TX 78416 APPROVED AS TO LEGAL FORM (361)854-4801 Office 11-30-17 henry.galindo@psiusa.com Assistant City •ttomey Date ATTEST IF, r e•ecca Huerta, City Secretary t '1 r 1 ~ e0a t hu SY COUNCIL. L 49.. ...L8 Funding info is N/A at this time. _ Funding info will be provided upon execution of Task Order No. 1. SECRET R►' Project Number N/A Accounting Unit N/A Account N/A Activity N/A Account Category N/A Fund Name N/A Page 6 K ENGINEERING DATAEXCHANGEIVELMAPIENGINEERING SERVICES DEPARTMENTIMSA GEOTECHNICAL CONSTRUCTION MATERIALS TESTINGMSA PSI12017.18 MASTER SERVICES AGREEMENT•GEOTECHNICHAL.CONSTRUCTION MATERIALS TESTING PSI DOC EXHIBIT A TERMS AND CONDITIONS TO GEOTECHNICAL AND CONSTRUCTION MATERIALS TESTING AGREEMENT ARTICLE 1. SERVICES: Lab will: 1.1 Provide only those services requested by City Engineer that,in the opinion of Lab,lie within the technical or professional areas of expertise of Lab and which Lab is adequately staffed and equipped to perform. 1.2 Perform technical services under the supervision of a licensed professional engineer and in compliance with the basic requirements of the appropriate standards of the American Society for Testing and Materials, where applicable and other standards designated in writing by the City Engineer. 1.3 Promptly submit formal reports(printed and electronic copies)of tests,inspections and services performed indicating,where applicable,compliance with the Project specifications or other contract documents.Such reports must be complete and factual,citing the tests performed, methods employed,values obtained and parts of the structure of the Project area subjected to any testing. 1.4 Utilize testing equipment which has been calibrated according to applicable standards and, upon request, submit to the City Engineer or designee documentation of such calibration. 1.5 Secure representative samples of those materials that the City's contractor proposes to use which require testing,together with relevant data concerning such materials including the point of origin and supplier. 1.6 Consider reports to be confidential and distribute reports only to those persons,organizations or agencies specifically designated in writing by the City Engineer. - --- 1.7 Pay salaries,wages,expenses,social security taxes,federal and state unemployment taxes and any other similar payroll taxes relating to the services. ARTICLE 2. CITY RESPONSIBILITIES: City Engineer or designee will: 2.1 Provide Lab with all plans, specifications, addenda, change orders, approved shop drawings and other information for the proper performance of services by Lab. 2.2 Issue authorization in writing giving Lab free access to the Project site and to all shops or yards where materials are prepared or stored. 2.3 Designate in writing those persons or firms which will act as the City's representative with respect to Lab's services to be performed under this Agreement and which must be promptly notified by Lab when it appears that materials tested or inspected are in non-compliance.Only the City Engineer or designee has authority to transmit instructions, receive information and data and/or interpret and define the City's policies and decisions with respect to the Project. Lab acknowledges that certain City representatives may have different types of authority concerning the Project. 2.4 Advise Lab sufficiently in advance of any operations so as to allow for assignment of personnel by Lab for completion of the required services. Such advance notice will be in accordance with that established by mutual agreement of the parties. 2.5 Direct the Project contractor, either by the Construction Contract or direct written order, to: Master Services Agreement • (a) Stop work at the appropriate times for Lab to perform contracted services: (b) Furnish such labor and all facilities needed by Lab to obtain and handle samples at the Project and to facilitate the specified inspection and tests; (c) Provide and maintain for use of Lab adequate space at the Project for safe storage and proper curing of test specimens that must remain on the Project site prior to, during and up to 60 days after testing. ARTICLE 3. GENERAL CONDITIONS 3.1 Lab, by the performance of services covered hereunder,does not in any way assume,abridge or abrogate any of those duties,responsibilities or authorities with regard to the Project that,by custom or contract,are vested in the Project architects, design engineers or any other design agencies or authorities. 3.2 Lab is not authorized to supervise, alter, relax, enlarge or release any requirement of the Project specifications or other contract documents nor to approve or accept any portion of the work. Lab does not have the right of rejection or the right to stop the work.City Engineer will direct the Project contractor to stop work at appropriate times for Lab to conduct the sampling,testing or inspection of operations covered by the Agreement. ARTICLE 4. FIELD MONITORING AND TESTING 4.1 City and Lab agree that Lab will be on-site to perform inspections for contracted services.The City and Lab also agree that Lab will not assume responsibility for Project contractor's means, methods, techniques, sequences or procedures of construction,and it is understood that the final services provided by Lab wiii not relieve the Project contractor of its responsibilities for performing the work in accordance with the Project plans and specifications. For the purposes of this Agreement, the word "inspection" is used to mean periodic observation of the work and the conducting of tests by Lab as specified in the Agreement. Continuous monitoring by Lab or its subcontractors does not mean that Lab is approving placement of materials. Inspection is not and should not be construed to be a warranty by Lab to the City or any other party. 4.2 Samples collected or tested by Lab remain the property of the City while in the custody of the Lab. Lab will retain the samples for a period of 60 days following the date of submission of any report related to the sample. Following the retention period, Lab will dispose of non-hazardous samples, and return hazardous, acutely toxic or radioactive samples and samples' containers and residues to City. City agrees to accept such samples and samples' containers. ARTICLE 5. INSURANCE REQUIREMENTS 5.1 Lab must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Lab must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 5.2 Lab must furnish to the Director of Engineering Services with the signed agreement (or amendment) 2 copies 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.The City must be listed as an additional insured on the General Liability and Auto Liability policies, and 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. Master Services Agreement TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by applicable Per occurrence - aggregate policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. Commercial Broad Form $2,000,000 Aggregate 2. Premises—Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury-Advertising Injury AUTO LIABILITY(including) $500,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) $2,000,000 Aggregate (Defense costs must be outside policy limits) 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. WORKERS' COMPENSATION Statutory (All States Endorsement if Company is not domiciled in Texas) Employer's Liability $500,000/$500,000/$500,000 5.3 In the event of accidents of any kind related to this agreement, Lab must furnish the City with copies of all reports of any accidents within 10 days of the accident. 5.4 Applicable for paid employees, Lab must obtain workers' compensation coverage through a licensed insurance company.The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers'compensation coverage provided must be in an amount sufficient to assure that all workers'compensation obligations incurred by the Lab will be promptly met. An All States Endorsement shall be required if Lab is not domiciled in the State of Texas. 5.5 Lab shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof,at Lab's sole expense,insurance coverage written on an occurrence basis,by companies authorized and admitted to do business in the State of Texas and with an A.M.Best's rating of no less than A-VII. Lab is required to provide City with renewal Certificates. Master Services Agreement • 5.6 Lab shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change.Lab shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 5.7 Lab agrees that with respect to the above required insurance,all insurance policies are to contain or be endorsed to contain the following required provisions: (a) List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement,as respects operations,completed operation and activities of,or on behalf of,the named insured performed under contract with the City, with the exception of the workers'compensation policy and professional liability/Errors& Omissions policy; (b) Provide for an endorsement that the"other insurance"clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; (c) Workers'compensation and employers'liability policies will provide a waiver of subrogation in favor of the City; and (d) Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage,and not less than ten(10)calendar days advance written notice for nonpayment of premium. 5.8 Within five(5)calendar days of a suspension,cancellation,or non-renewal of coverage,Lab shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lab'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. 5.9 In addition to any other remedies the City may have upon Lab's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required,the City shall have the right to order Lab to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Lab hereunder until Lab demonstrates compliance with the requirements hereof. 5.10 Nothing herein contained shall be construed as limiting in any way the extent to which Lab may be held responsible for payments of damages to persons or property resulting from Lab's or its subcontractor's performance of the work covered under this agreement. 5.11 It is agreed that Lab's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 5.12 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Master Services Agreement • ARTICLE 6. CLAIMS 6.1 Claims arising from this Agreement shall be made in writing, sworn to and signed by an authorized representative. The responsibility to substantiate a claim rests with the party making the claim. 6.2 All negotiations pursuant to this Article are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. ARTICLE 7. SAFETY City and Lab agree that, in accordance with the generally accepted construction practice, the Project's general contractor will be solely and completely responsible for working conditions on the Project, including safety of all persons and property during the performance of the work and for compliance with all municipal,state and federal laws,rules and regulations, including OSHA. The duty of Lab in providing services is not,therefore,to include any review of,or responsibility for,the adequacy of the Project's general contractor's safety measures in,on or near the Project site. Master Services Agreement EXHIBIT B SAMPLE TASK ORDER This Task Order pertains to a Master Services Agreement for Geotechnical and Construction Materials Testing by and between City of Corpus Christi,Texas(City)and "Company Name"(Lab)dated , 2017 (Agreement). Lab shall perform services on the project described below as provided in this Task Order and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NO.: PROJECT NAME: 1. PROJECT DESCRIPTION 2. SCOPE OF SERVICES 3. COMPENSATION This Task Order is approved and Lab may proceed. All other terms and conditions of the Agreement remain in full force and effect. CITY OF CORPUS CHRISTI PROFESSIONAL SERVICE INDUSTRIES, INC. Jeff H. Edmonds, P. E. Date Henry Galindo, P. E. Date Director of Engineering Services Branch Manager 810 South Padre Island Drive Corpus Christi,TX 78416 (361) 8544801 Office henry.galindo@psiusa.com Master Services Agreement PROPOSAL Master Services Agreement Ilt+j lllf(ll7�IClr1011r 7o n.11 O1 Engineering•Consulting•Testing November 13,2017(Revised November 21, 2017) City of Corpus Christi Engineering Services 1201 Leopard Street Corpus Christi,Texas 78401 Attn: Mr. Cesar Moran Email: CesarM@cctexas.com Phone: (361)826-3724 Re: Proposal for Geotechnical and Construction Materials Testing and Observation Services 2018/2019 City of Corpus Christi Master Service Agreement Corpus Christi,TX Dear Mr. Moran: Professional Service Industries, Inc. (PSI)would like to express our interest in the above referenced Master Service Agreement, and is pleased to submit this unit fee proposal for performing the Geotechnical and Construction Materials Testing and Observation Services under a Master Service Agreement with the City of Corpus Christi for various city projects for the years 2018&2019. PSI proposes to provide experienced, technical personnel to perform geotechnical services and construction materials and testing services as scheduled by your representative and in general accordance with project specifications. PSI has the technical capabilities, personnel and equipment resources, and local expertise to provide you with geotechnical and materials testing and observation services. PSI has licensed, registered, and certified professionals, and offers the comfort of using one of America's largest and respected engineering companies. PSI proposed to perform the geotechnical and construction materials and testing services based upon the attached schedule of services and fees. PSI's fees will be determined by the actual amount of technical time and materials expended on the proposed various projects and the amount of laboratory testing performed. We understand PSI's total fees for the various city projects for years 2018 and 2019 under the Master Service Agreement are not to exceed $800,000.00. We will commence work upon receipt of a fully executed copy of the Master Service Agreement with the City of Corpus Christi. We look forward to providing our services during construction of the above referenced projects. Please do not hesitate to contact our office with any questions or concerns. Respectfully submitted, Professional Service Industries,Inc. „del .00 , Hen Galindo, P.E. Felix Ovalle Branch Manager Project Manager Construction Services Attachments: Schedule of Services and Fees Page 1 of 6 Intertek PSI•810 S.Padre Island Drive•Corpus Christi,TX 78416•Phone(361)854-4801 •Fax(361)854-6049 City of Corpus Christi 2018/2019 MSA, Corpus Christi, TX November 13, 2017 (Revised November 21, 2017) I�fij TIfBOt79ldI[ hOt1 Ott `ng''e°""g•Consulting•Testing SCHEDULE OF SERVICES AND FEES FOR CONSTRUCTION MATERIALS TESTING Constriction Services—Corpus Christi, TX Effective January 1',2017 SOILS Laboratory testing of soils, delivered to our laboratory, in accordance with ASTM or AASHTO procedures and project specifications. Moisture/Density Relationship of Soil(Proctor Test): a. ASTM D-698(Standard) Each $ 150.00 b. ASTM D-1557(Modified) Each $ 175.00 Atterberg Limits Determination(PI) Each $ 65.00 Sieve Analysis including Percent Passing No.200 Sieve Each $ 50.00 Laboratory Lime Series Each $ 325.00 Sample Preparation for Laboratory Samples Each $ 50.00 CONCRETE and AGGREGATES Laboratory testing of concrete,grout,mortar and aggregates in accordance with ASTM procedures and project specifications. Concrete Cylinders(Cured and/or Tested in Compression,4x8) Each $ 15.00 Concrete Cylinders(Cured and/or Tested in Compression,6x12) Each $ 19.00 Concrete Cylinders(Cured and/or Tested in Compression, Client Made) Each $ 35.00 Concrete Beams(Cured and/or Tested in Flexure) Each $ 35.00 Concrete Cores(Trim, Cap and Compressive Strength) Each $ 50.00 Laboratory Thickness Determination of Concrete Cores Each $ 15.00 Sieve Analysis of Coarse Aggregates Each $ 85.00 Sieve Analysis of Fine Aggregates Each $ 75.00 ASPHALT Laboratory testing of asphaltic samples delivered to our laboratory, in accordance with ASTM procedures and project specifications Extraction and Gradation Each $ 180.00 Density and Thickness of Field Cores Each $ 75.00 Maximum Theoretical Specific Gravity(Rice Method) Each $ 90.00 MASONRY Laboratory testing of masonry samples delivered to our laboratory,in accordance with ASTM procedures and project specifications Grout Prisms(Cured and/or Tested in Compression) Each $ 20.00 Mortar Cubes(Cured and/or Tested in Compression) Each $ 15.00 � ! Page2of6 Page 2 of 6 • • • City of Corpus Christi 2018/2019 MSA, Corpus Christi, TX November 13, 2017 (Revised November 21, 2017) FIELD TESTING AND OBSERVATION SERVICES Engineering Technician (To perform field testing of concrete, slump, air content, temperature, unit weight, cast concrete cylinders,concrete coring, masonry testing) Per Hour $ 40.00 Senior Level Engineering Technician (To perform field density testing, observation of drilled piers and foundations, post-tension stressing, floor flatness, and proof rolling observation) Per Hour $ 46.00 Reinforcing Steel Technician (To perform reinforcing steel observations, pre-pour inspections) Per Hour $ 46.00 Structural Steel Technician (To perform visual weld observation, bolting inspection, shear stud verification, NDE of welds,and fabrication shop observation) Per Hour $ 80.00 Sample/Cylinder Pickup (Technician,Trip,and Report Review) Each $ 150.00 Professional Engineer (Site visits,consultation, special reports) Per Hour $ 130.00 MANAGEMENT/TECHNICAL SERVICES Management services for contract administration, scheduling/supervision of personnel and report review Per Hour $ 30.00 Final Special Inspections Letter Per Report $ 450.00 Project Setup Fee Each $ 80.00 EQUIPMENT Nuclear Density Gauge Per Trip $ 65.00 Daily Equipment Charge Per Trip $ 65.00 Field gradations Each $ 65.00 Floor vapor emission test kits Per Kit $ 40.00 Coring Machine and Generator Per Day $ 250.00 Core hole patching Per Hole $ 10.00 Floor Flatness Lump Sum $ 720.00 Vehicle Charge Minimum Per Trip $ 50.00 ipar___ Page 3 of 6 Page 3 of 6 City of Corpus Christi 2018/2019 MSA, Corpus Christi, TX November 13, 2017 (Revised November 21, 2017) 2017 STANDARD SCHEDULE OF GEOTECHNICAL FEES Mobilization and Demobilization Truck Rig Mobilization(Corpus Christi Area) Each $ 350.00 All-Terrain Vehicle(Min.Daily Charge$500.00) Per Mile $ 6.25 One Ton Flatbed w/250 Gallon Water Tank(Min.Daily Charge$110.00) Per Mile $ 3.50 Pickup Truck(Min.Daily Charge$55.00) Per Mile $ 2.00 Drilling Services Drilling Rig&2-Man Crew Per Hour $ 235.00 Drilling Rig&3-Man Crew Per Hour $ 300.00 Standby Drilling Rig&2-Man Crew Per Hour $ 240.75 Drilling Rig&3-Man Crew Per Hour $ 305.00 Drilling Rig&Crew Minimum Daily Rate,(8 hours) Per Day $2,350.00 Truck Riq Drilling&Sampling Footage Rates,0-50 ft.(Intermittent-5'Intervals) Per Foot $ 16.00 Drilling&Sampling Footage Rates,50-100 ft.(Intermittent-5 Intervals) Per Foot $ 19.00 Drilling&Sampling Footage Rates,100-150 ft.(Intermittent-5'Intervals) Per Foot $ 25.00 Hollow Stem Augers Drilling&Sampling Footage Rates,0-40 ft. Per Foot $ 16.50 Hollow Stem Augers Drilling&Sampling Footage Rates,40-75ft. Per Foot $ 18.25 Truck Riq Drilling&Sampling Continuous Footage Rates,0-50 ft Per Foot $ 17.50 Drilling&Sampling Continuous Footage Rates,50-100 ft Per Foot $ 21.00 Drilling&Sampling Continuous Footage Rates,100-150 ft Per Foot $ 27.00 Track ATV Drill Riq Drilling&Sampling Footage Rates,0-40 ft.(Intermittent-5'Intervals) Per Foot $ 17.00 Drilling&Sampling Footage Rates,40-100 ft.(Intermittent-5'Intervals) Per Foot $ 20.00 Track AN Drill Riq Drilling&Sampling Continuous Footage Rates,0-50 ft Per Foot $ 18.50 Drilling&Sampling Continuous Footage Rates,50-100 ft Per Foot $ 22.00 Additional Services Hand Auger Drilling and Sampling Per Hour $ 155.00 Backfilling Boreholes with Bentonite Chips Per Foot $ 5.00 Grouting Boreholes with Cement/Bentonite Grout Per Foot $ 6.00 Compressor for air rotary drilling Per Day $ 350.00 Open Standpipe Piezometer(Installation and Supplies) Per Foot $ 47.00 Vibrating Wire Piezometer(Installation only) Per Foot $ 31.00 Inclinometer Installation Per Foot $ 58.00 4"Piezometer Protector Post Each $ 250.00 6"Piezometer Protector Post. Each $ 270.00 Steam Cleaner Day $ 210.00 Drums Each $ 60.00 Decon Augers Day $ 500.00 Supplies to Repair/Install Piezometers At Cost Plus 20% Piezometer Development(washing&purging) Each $ 250.00 Water Level Indicator Day $ 80.00 1 vii Page 4 of 6 Page 4 of 6 City of Corpus Christi 2018/2019 MSA, Corpus Christi, TX November 13, 2017 (Revised November 21, 2017) 2017 STANDARD SCHEDULE OF GEOTECHNICAL LABORATORY FEES Visual Classification(ASTM D 2487 or D 2488) Each Sample $ 4.00 Hand Penetrometer Per Test $ 5.00 Torvane Per Test $ 5.00 Miniature Vane Shear(ASTM D 4648) Per Test $ 30.00 Moisture Content Test(ASTM D 2216) Per Test $ 6.00 Moisture Content&Classification Each Sample $ 10.50 Density Determination on Shelby Tube samples(ASTM D 7263) Each Sample $ 25.00 Atterberg Limit Determination(ASTM D 4318) Per Test $ 60.00 Percent Passing#200 Sieve(ASTM D 1140) Per Test $ 50.00 Sieve Analysis(ASTM D 422) Per Test $ 78.00 Hydrometer Analysis(ASTM D 422) Per Test $ 195.00 Unconfined Compressive Strength(ASTM D 2166) Per Test $ 48.00 Unconsolidated Undrained Triaxial Compression(ASTM D2850) Per Test $ 80.00 Direct Shear Test(Per Vertical Stress Point)(ASTM D 3080) Per Test $ 185.00 Consolidated Undrained with Pore Pressure Measurements(Includes backpressure saturation) (a) Consolidation and shearing of each sample; (ASTM D 4767),3 specimens-3 pressures Per Test $ 1,200.00 (b) Consolidation and shearing of each sample; (ASTM D 4767), 1 specimens, 1 pressure Per Test $ 375.00 (c) Three consolidation stages;(non ASTM;standard industry practice) Per Test $ 650.00 One Dimensional Consolidation(ASTM D 2435/D2435M) (a) 8 Loadings&3 unloading increments Per Test $ 475.00 (b) Each additional loading/unloading Per Load $ 50.00 One Dimensional Swell(ASTM D 4546) (a)Method A(wetting after loading tests on multiple specimens) Per Test $ 350.00 (b)Method B(single point wetting after loading test on a single specimen) Per Test $ 175.00 (c)Method C(loading after wetting test) Per Test $ 550.00 Moisture-Density Relationship ASTM D-698 and D-1557,Method B Per Test $ 165.00 ASTM D-698 and D-1557,Method C Per Test $ 180.00 Relative Density Determination Per Test $ 175.00 California Bearing Ratio(ASTM D1883)(Does not include M-D relationship) Per Test $ 250.00 Permeability Testing: Triaxial Cell Method(ASTM D 5084) Per Test $ 400.00 Falling Head Rigid Wall(Consolidometer Technique)(COE 110-2-1906) Per Test $ 170.00 Constant Head for Granular Soils(ASTM D 2434) Per Test $ 200.00 Pinhole Dispersion Hole(ASTM D4647) Per Test $ 225.00 Crumb Test(ASTM D6572) Per Test $ 50.00 Organic Content(ASTM D 2974) Per Test $ 80.00 Specific Gravity(ASTM D 854) Per Test $ 80.00 Degree of Saturation(calculated)(requires spec.gravity) Each Sample $ 10.00 Porosity(calculated)(requires spec.gray.) Each Sample $ 10.00 Laboratory Electrical Resistivity(ASTM G57/Tex 129-E) Per Test $ 150.00 pH(ASTM D4972)(single sample) Per Test $ 45.00 Soluble Chlorides(EPA 300) Per Test $ 95.00 Soluble Sulphates(ASTM C1580/Tex 145-E) Per Test $125.0/95.0 Sample Preparation(Remolded sample-Using Proctor Mold) Each Sample $ 80.00 Page 5 of 6 Page 5 of 6 • • City of Corpus Christi 2018/2019 MSA, Corpus Christi, TX November 13, 2017 (Revised November 21, 2017) 2017 STANDARD SCHEDULE OF PROFESSIONAL/TECHNICAL STAFF FEES DESCRIPTION Chief Engineer Per Hour$185.00 Regional Engineer//Principal Consultant Per Hour$175.00 Senior Engineer Per Hour$150.00 Project Engineer Per Hour$125.00 Project Manager Per Hour$100.00 Staff Engineer Per Hour$95.00 Drafting/CAD Per Hour$75.00 Geotechnician Per Hour$65.00 Clerical Per Hour$60.00 Hotel/Per Diem(per person) Per Night$175.00 Ely Page 6 of 6 Page 6 of 6 • • DISCLOSURE OF INTEREST FORM Master Services Agreement SUPPLIER NUMBER TO BE ASSIGNED BY CITN- PURCI IASMG DIVISION Coy CITY OF CORPUS CHRISTI Corpus of DISCLOSURE OF INTEREST Christi City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Professional Service Industries P.O.BOX: N/A STREET ADDRESS: 810 S.Padre Island Drive CITY: Corpus Christi ZIP: 78416-2506 FIRM IS: I. Corporation ® 2. Partnership = 3. Sole Owner 0 4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach separate sheet. I. 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: Henry G ' P.E. Title: Branch Manager (Type or Print) Signature of Certifying / "rd."' Date: 11/15/2017 Person: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi,Texas either on a full or part-time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person,partnership,corporation,joint stock company,joint venture,receivership or trust,and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi,Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies,or special terms of venture or partnership agreements." g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. • • • • POLICY NUMBER: RAD9437813-01 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Farm apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: TESTING HOLDINGS USA, INC. Endorsement Effective Date: October 1,2017 SCHEDULE Name(s)Of Person(s)Or Organization(s): Any person or organization where required by written contract provided that such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 4410 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER:RAD9437813-01 XIC 411 1013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM A. COVERED AUTOS LIABILITY COVERAGE, Who Is An Insured, is amended to include as an "insured" any person or organization you are required in a written contract to name as an additional insured, but only for"bodily injury or"property damage"otherwise covered under this policy caused, in whole or in part, by the negligent acts or omissions of: 1. You, while using a covered"auto"; or 2. Any other person, except the additional insured or any employee or agent of the additional insured, operating a covered"auto"with your permission; Provided that: a. The written contract is in effect during the policy period of this policy; b. The written contract was signed by you and executed prior to the"accident"causing "bodily injury" or"property damage"for which liability coverage is sought; and c. Such person or organization is an insured" solely to the extent required by the contract, but in no event if such person or organization is solely negligent. B. The Limits of Insurance provided for the Additional Insured shall not be greater than those required by contract and,in no event shall the Limits of Insurance set forth in this policy be increased by the contract. C. General Conditions,Other Insurance is amended as follows: Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether such insurance is primary, excess, contingent or on any other basis unless the contract specifically requires that this policy be primary. All terms, conditions, exclusions and limitations of this policy shall apply to the liability coverage provided to any additional insured, and in no event shall such coverage be enlarged or expanded by reason of the contract. All other terms and conditions of this policy remain unchanged. XIC 411 1013 ©2013 X.L. America, Inc. All Rights Reserved. Page 1 of 1 May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc..with its permission. • • POLICY NUMBER: RA09437813-01 XIC 4141013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. Schedule Additional Insured(s) Work Any person or organization where required by written All operations of the insured. contract provided that such contract was executed prior to the date of loss. COVERED AUTOS LIABILITY COVERAGE, Who Is An Insured, is amended to include as an "insured" the person or organization listed in the Schedule above, but only with respect to liability for"bodily injury' or"property damage"otherwise covered under this policy caused, in whole or in part, by the negligent acts or omissions of: 1. You,while using a covered"auto";or 2. Any other person, except the additional insured or any employee or agent of the additional insured, operating a covered"auto"with your permission; in the performance of your work as described in the Schedule above. In no event shall any person or organization listed in the Schedule become an "insured" pursuant to this Endorsement if such person or organization is solely negligent. IT IS FURTHER AGREED THAT IN NO EVENT SHALL ANY CONTRACT OR AGREEMENT ALTER THE CONDITIONS, COVERAGES OR EXCLUSIONS SET FORTH IN THIS POLICY. All other terms and conditions of this policy remain unchanged. XIC 4141013 ©2013 X.L. America, Inc. All Rights Reserved. Page 1 of 1 May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY INC 9906 57 (Ed. 12/10) ENDORSEMENT# This endorsement,effective 12:01 a.m., 10-01-2017, forms a part of Policy No. RWD3001193-01 issued to Testing Holdings USA Inc. by XL Specialty Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT This endorsement modifies insurance provided under the following: WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY In the event coverage is cancelled for any statutorily permitted reason,other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s)or entily(ies)according to the notification schedule shown below. Number of Days Name of Person(s)or Entity(ies) Mailing Address: Advanced Notice of Cancellation: Per the most current schedule 30 maintained by Marsh USA Inc., and furnished to XL Catlin Insurance no less than 45 days prior to the effective date of cancellation. All other terms and conditions of the Policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10-01-2017 Pdicy No. RWD3001193-01 Endorsement No. Insured Testing Holdings USA Inc. Premium Included Insurance Company XL Specialty Insurance Company Countersigned by WC 99 06 57 Ed. 12/10 ©2010 X.L.America, Inc. All Rights Reserved. May not be copied without permission. • 0 Blanket Notification to Others of Cancellation ZURICH or Non-Renewal Polley No. Eff. Date of Pol. Exp. Date of Poi. Eff. Gaze of End. Producer No. Addl. Prem Return Prem. GLO5415693-04 10/01/2017 10)01/2018 10/012017 14012000 rola n/a THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. If we cancel or non-renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non-renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: 1. Must be provided to us prior to cancellation or non-renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non-renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium;or 2. At least 30 days prior to the effective date of a. Cancellation,if cancelled for any reason other than nonpayment of premium;or b. Non-renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described in Paragraphs A.and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non-renewal date; 2. Negate the cancellation or non-renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity,timeliness and validity of information contained in the fist provided to us as described in Paragraphs A. and B.of this endorsement. All other terms and conditions of this policy remain unchanged. U-GL-1521-A OW(10/12) Page l oft Includes copyrighted material of Insurance Services Office,Inc..with its permission. • • • ENDORSEMENT# This endorsement,effective 12:01 a.m., October 1, 2017 forms a part of Policy No. RAD9437813-01 issued to TESTING HOLDINGS USA INC. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason,other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s)or entitypes)according to the notification schedule shown below Number of Days Name of Person(s)or Entity(ies) Mailing Address: Advanced Notice of Cancellation: Per the most current schedule 30 Days maintained by Marsh USA Inc., and furnished to XL Catlin Insurance no less than 45 days prior to the effective date of cancellation. All other terms and conditions of the Policy remain unchanged. IX!405 0910 Page 1 of 1 ©2010 X.L.America, Inc. All Rights Reserved. May not be copied without permission. • • • AGENCY CUSTOMER ID: 905863 LOC It Houston A`O ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA Inc. PROFESSIONAL SERVICE INDUSTRIES,INC. 810 S.PADRE ISLAND DRIVE POLICY NUMBER CORPUS CHRISTI,TX 78416 CARRIER MAIC CODE EFFECTIVE DATE' ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Professional Liability Policy a E00020692001 Career:Mee vet Insurance Company•MAIC#26307 Effective Dales.09901209 M 09/3012018 LimitS5.000U00 Each CIalMAggregale SIR:81000000 ACORD 101(2008/01) ®2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD D11/1412017 DDACERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED • REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA Inc. HAMS 500 Dallas Street,Suite 1500 PHONE Houston,TX 77092 INC.iA% xe): AIN:Houslon.Celis@Marshcorn A° -- WSURERIS)AFFORDING COVERAGE NAIC O 9005863-PSIProI17-10 INSURER A:Lnddi American Insurance GMnpany 16535 INSUREDPROFESSIONAL SERVICE INDUSTRIES,INC INSURER B:Greenwich Insurance Company 22322 810 S.PADRE ISLAND DRIVE INSURER C.NIA N/A CORPUS CHRISTI,TX 78416 INSURER D'.XL Specialty Insurance Company- 37885 INSURER F:N/A N/A INSURER F: I COVERAGES CERTIFICATE NUMBER: HOU-003367960-01 REVISION NUMBER: 5 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,TRIADDL SUBR' POLICY EFF POLICY EXP LIMITS TYPE OF INSURANCE MD MD POLICY NUMBER IMMNDIYYYYI IMMDOIYYYYI A X COMMERCIAL GENERAL LIABILITY 0L0541569304 101m2017 10)0112018 EACH OCCURRENCE __ 'i5 5,00Q000 ., DAMAGE TO RENTED 100.000 CLAIMS-MADEJ OCCUR PREMISES(Ey occurrence) IS MED EXP(Any one penin) 15 5,000 I 5,900.000 PERSONAL B ADV INJURY s GEN',AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 10,0000,000 XPOLICY/ IPROT L/LOC I PRODUCTS-COMP/OP AGO S 5000,000 JEC OTHER: S E AUL OBILE LIABILITY I RAD943781301 i 101012017 10/0112018 OMBIINEDt1INGLE LIMIT $ 1,000,000 D ANY AUTO BODILY INJURY(Per person) $ X OWNED SCHEDULED BOflLY INJURY(Per accident) S AUTOS ONLY AUTOS _ X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOSBONLY ', (Per accident) S UMBRELLA GAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE I AGGREGATE $ DED I RETENTIONS $ 0 WORKERS COMPENSATION 11 RWD300119301(AOS) 10/011201/ 10/0112016 XPER oTH- SATUTE I ER _... 0 AND EMPLOYERS'LIABILITY YIX '.RWR300119401(WI) 10/0112017 10/012018 1000 000 ANYPROPRENENEMEOIRIVE N/A EL.EACH ACCIDENT $ OFFICEWMEMBEREXCSERE%CLUDECA (Mandatoryl ,drsi x,�a. r E.L.DISEASE EA EMPLOYEE $ 1,000.000 DESCRIPTION OF OPERATIONS below EL.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS'LOCATIONS I VEHICLES(ACORD AOI.AEEXIonal Romano schedule,may be attached Il more apace Is required) Re:Project 1/17099A The City of Corpus Christ and its officers,oaclab,employees and elected representatives Blare included as additional insured(except as respects all coverage afforded by the Workers Compensation and Pmessional Liability polices)as required by wniten contract This Insurance(except Workers Compensafon and Professenal LiabIby)G primary and non-conbibulory over any existing insurance and limited to liability arising out of he operations of the named insured and where required by written contract.Waiver of Subrogation is applicable under the abwe policies where required by written contract CERTIFICATE HOLDER CANCELLATION City of Corpus Chdst SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Engineering SEMces THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO Box 9277 ACCORDANCE WITH THE POLICY PROVISIONS. Corpus Christi.TX 78469-9277 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. John Shahidi .- r. ..~ . I @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD • FORM 1295 CERTIFICATE OF INTERESTED PARTIES Master Services Agreement Additional Insured — Automatic — Owners, Lessees Or ZURICH Contractors Policy No. Eff Date of Pol Exp. Date of Pol. EfI Dare of End. F-oducer No Add'I F•e7 Re:Jri ?re7 GL05415693-04 10/01/2017 10/01/2018 10/01/2017 14012000 n/a n/a THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Testing Holdings USA, Inc Address (including ZIP Code): 200 Westlake Park Blvd.. Suite 400 Houston. TX 77079 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II —Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for "bodily injury". "property damage" or "personal and advertising injury"caused. in whole or in part. by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf. in the performance of your ongoing operations or "your work" as included in the "products-completed operations hazard", which is the subject of the written contract or written agreement. However. the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: "Bodily injury". "property damage" or "personal and advertising injury" arising out of the rendering of. or failure to render, any professional architectural. engineering or surveying services including: a The preparing, approving or failing to prepare or approve maps, shop drawings. opinions, reports. surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment. training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage". or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural. engineering or surveying services. U-GL-1175— ON(04/13) Page 1 o'2 Includes copyrighted material of nsurance Services Office,Inc.,with its permission. C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV— Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an 'occurrence"or offense that may result in a claim; 2. We receive written notice of a claim or"suit"as soon as practicable;and 3. A request for defense and indemnity of the claim or"suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV—Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same"occurrence",offense, claim or"suit'. This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III —Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement;or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U-GL-1175-F CW(04/13) Page 2 of 2 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. • Waiver Of Subrogation (Blanket) Endorsement ZURICH Policy No. Eff. Date of Pol. Exp. Date of Poi. Eft. Date of End. Producer No. G L05415693-04 10/01/2017 10/01/2018 10/01/2017 14012000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Conunercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement, which is executed before a loss,to waive your rights of recovery from oth- ers,we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U-GL-925-BCW(12/01) Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by written agreement executed prior to loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. 10/01/2017 RWD3001193-01 Endorsement No. Insured Testing Holdings USA Inc. Insurance Company Countersigned by Youp XL Specialty Insurance Company WC 00 03 13 (Ed.4-84) ®1983 National Council on Compensation Insurance. • • WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by written agreement signed prior to loss. This endorsement changes the policy to which itis attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10-01-2017 Policy No. RW123001104-01 Endorsement No. Insured Testing Holdings USA Inc. Insurance Company Countersigned by XL Specialty Insurance Company WC 00 03 13 (Ed.4-84) C19133 liaison Council on Compensation Insurance.