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HomeMy WebLinkAboutContract 46770 City Secretary Contract No. 4o PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation organized under the laws of the State of Texas, acting by and through FERNANDO COSTA, its duly authorized Assistant City Manager, and AQUA METRIC SALES COMPANY, ("Contractor"), an Texas Corporation and acting by and through MICHAEL CARTWRIGHT, its duly authorized Operations Manager, each individually referred to as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A—Statement of Work 3. Exhibit B—Price Schedule All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Contractor hereby agrees to exchange water meters three inches and above currently in place as directed by the City in accordance with the State of Work attached as "Exhibit "A". 2. TERM. The initial term of this Agreement shall commence on May 25, 2015 ("Effective Date") and shall expire on May 24, 2016 unless terminated earlier in accordance with the provisions of this rrnn Agreement. The parties may renew this Agreement for up to four additional one-year periods by C-) signed written mutual consent under the same terms and conditions. m M 3. COMPENSATION. a C= The City shall pay Contractor an amount not to exceed $48,850.98 in accordance with the provisions of this Agreement and the Price Schedule attached as Exhibit "B," which is incorporated for all purposes herein. Contractor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. m C-) 4.1.Written Notice. n The City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. z OFFICIAL RECORD F,.. Professional Services Agreement, Aqua Metric Sales Company, Page 1 of 15 CITY SECRETARY Large Water Meter Installation FT,WORTH,TX 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 4.4 Termination for Cause The City may terminate this Agreement if Contractor fails to comply with the terms of this agreement after issuing notice to Contractor of such failure and providing five (5) business days for correction, unless a longer cure period is agreed to in writing by the City. If after the cure period Contractor has failed to correct such failure, this Agreement shall be immediately terminated. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. Contractor, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor shall store and maintain City information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Contractor agrees that the City shall, until the expiration of three (3)years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Contract at no additional cost to the City. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all Professional Services Agreement, Aqua Metric Sales Company, Page 2 of 15 Large Water Meter Installation subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. RNDEPENIDENT CONTRACTOR. It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. 8. LIABILITYAND INDEMNIFICATION. A. LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. B. GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. INTELLECTUAL PROPERTY INDEMNIFICATION — CONTRACTOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION AGAINST THE CITY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF THE SOFTWARE AND/OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAY SHALL NOT APPLY IF THE CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS SELLER BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST THE CITY PURSUANT TO THIS SECTION, SELLER SHALL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND Professional Services Agreement,Aqua Metric Sales Company, Page 3 of 15 Large Water Meter Installation ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT THE CITY'S INTEREST, AND CITYAGREES TO COOPERATE WITH SELLER IN DOING SO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST THE CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, THE CITY SHALL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, SELLER SHALL FULLY PARTICIPATE AND COOPERATE WITH THE CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE SELLER TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, THE CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE SELLER'S DUTY TO INDEMNIFY THE CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MATERIALLY ADVERSELY RESTRICTED, SELLER SHALL,AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION, OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON-INFRINGING, PROVIDED THAT SUCH MODIFICATIONDOES NOT MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND/OR DOCUMENTATION WITHEQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON-INFRINGING SOFTWARE AND/OR DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO SELLER, TERMINATE THIS AGREEMENT,AND REFUND ALL AMOUNTS PAID TO SELLER BY THE CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEKANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: Professional Services Agreement, Aqua Metric Sales Company, Page 4 of 15 Large Water Meter Installation 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Contractor, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Professional Liability(Errors &Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability(CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. All policies except Workers' Compensation and Professional Liability shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees,officers, officials,agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance Professional Services Agreement, Aqua Metric Sales Company,Page 5 of 15 Large Water Meter Installation documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty(30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Contractor's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102. 11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Contractor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law including Chapter 17, Article III of the Code of the City of Fort Worth. If any claim arises from an alleged violation of this non-discrimination covenant by Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOT ICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To The CITY: To CONTRACTOR: City of Fort Worth Aqua Metric Sales Company Attn: Fernando Costa Attn: Kristy Hedgepeth 1000 Throckmorton Street 6700 Guada Coma Drive Fort Worth, TX 76102-6311 Schertz, TX 78154 Facsimile: (817) 392-8654 Facsimile: (201) 967-6300 Copy to: City of Fort Worth Attn: Water Department Director 1000 Throckmorton Street Fort Worth, TX 76102-6311 Facsimile: (817) 392-8654 14. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. Professional Services Agreement, Aqua Metric Sales Company, Page 6 of 15 Large Water Meter Installation 15. NO WAIVER. The failure of the City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 16. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 18. FORCE MAJEURE. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 19. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 20. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 21. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 22. EN T IRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or Professional Services Agreement, Aqua Metric Sales Company, Page 7 of 15 Large Water Meter Installation contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 23. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 24. WARRANTY OF SERVICES. Contractor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Contractor's option, Contractor shall either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms to the warranty, or (b) refund the fees paid by the City to Contractor for the nonconforming services. 25. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 26. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [SIGNATURE PAGE FOLLOWS) Professional Services Agreement, Aqua Metric Sales Company, Page 8 of 15 Large Water Meter Installation IN WITN S WHEREOF,the parties hereto have executed this Agreement in multiples on this the day of 201 S. CITY OF FOR ORTH: CITY OF FORT WORTH AQUA METRIC SALES COMPANY Lj 1 -9— By:75iBy: C- Fernando Costa Michael Cartwright Assistant City Manager Operations Manager Date: (o /� /S Date: —T APPROVED AS TO FORM CONTRACT AUTHORIZATION: AND LEGALITY: 1 ( LA/VVX� M&C: N/A Christa Lo z-Re Vttome Date Approved: N/A Senior Assistant Cityy ATT T Q 0000 ,a o ary ayser V 8 8� City Secrets g �y a P000 v-_ Com..''✓. Johobert Carman Wa r Director C&SL� kan-Sh#rorU Assistant Water Director Business Services Division OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Professional Services Agreement,Aqua Metric Sales Company, Page 9 of 15 Large Water Meter Installation EXHIBIT A STATEMENT OF WORK PROVIDED BY THE CITY 1. Work schedule provided electronically in normal route/cycle order to allow seamless flow of work with no stoppages other than designated holidays and weather days. 2. Electronic work schedule to include all pertinent customer data, i.e. location/address, old meter serial number, customer name, etc. 3. Written task orders for specific quantities by item and work schedule. 4. Advance notice to customers informing them of impending meter exchange. 5. Appropriate inventory location for new and used material to be safely stored and for contractor personnel to have access to during working hours. 6. All materials for the standard exchange of water meters shall be provided by the City either through this contract or another source at the City's discretion. 7. City shall ensure adequate room within the meter vaults for the contractor to easily work around and remove meters. 8. City will be at location with contractor and operate all valves. STANADARD INSTALLATION GUIDLINES 1. Contractor shall install meter three (3) inches or larger only. 2. Contractor shall install meter sizes three(3) inches or larger,that are in accessible water meter vaults. 3. Meters shall be installed with flanged couplings on both sides of the meter allowing for easy removal and installation of the meter. 4. Contractor shall clean and pump meter vaults that may be filled with debris and/or water, in order to access necessary components. 5. Contractor shall ensure that meter vaults entries comply with Occupational Safety and Health Administration (OSHA) Regulations. WATER METER EXCHANGE Contractor shall do the following during the water meter exchange: 1. Safely remove the meter vault cover and verify meter number. 2. Notify the customer prior to meter exchanges. Professional Services Agreement, Aqua Metric Sales Company, Page 10 of 15 Large Water Meter Installation 3. A working by-pass must be employed during the exchange process. 4. Open by-pass. 5. Turn the meter valve off. 6. Record the final reading from old meter. 7. Remove old meter. 8. Flush any debris from the line. 9. Install new meter, gaskets and any other required appurtenances to ensure proper fit. 10. Open the downstream connection to flush air and debris from customer's line. 11. Turn the valve on. 12. Verify the new meter is operating properly. 13. Turn the downstream connection off after air and debris have cleared. 14. Record the new meter serial number and initial reading. 15. Replace the meter vault lid. 16. When a meter exchange is completed,the contractor shall leave the premises in a clean manner, as to which it was found, with no tools,trash, large dirt piles, or other debris on the customer's property or within the meter vault. 17. When a meter exchange is completed, all components within the meter vault shall be in working order with no leaking and operating as designed. Meter vault shall be free of debris or trash. 18. Meter vault lid shall fit securely and without presenting any danger to pedestrians. NON-STANDARD INSTALLATION Contractor shall follow these procedures for a non-standard installation: 1. Notify the designated City employee before conducting any work on the premises or proceeding with any work once a problem is identified. 2. If the designated employee cannot be reached,the contractor shall return to the site to leave the site in its original condition, and continue to the next exchange. The problem and site location shall be noted in order to inform the City as soon as possible. 3. Once notified,the City may choose to complete the work at that site using its own personnel, or request the Contractor to make the necessary repairs at the discretion of the City. Professional Services Agreement, Aqua Metric Sales Company, Page 11 of 15 Large Water Meter Installation 4. For all meter vaults in restricted access areas or back yards which do not allow easy access for installers (fenced in areas),the City may choose to conduct the exchange using its own personnel or request the Contractor to complete. RETROFIT INSTALLATION 1. In addition to the meter exchanges above, the City may also require the contractor to conduct AMI (Automated Metering Infrastructure) Retrofits of existing meter registers. The purpose of the Retrofit is to utilize AMI water meters registers on existing meters which is part of a pilot program and represent a large investment on the part of the City, and are still in good working order. Unless otherwise stated, all conditions and requirements listed in the water meter installation section shall still apply. There are two types of retrofits requested. Should a retrofit be required under this Agreement, the Contractor will be paid from the Non-Standard Hourly Rate for Non-Standard Work by Added Request (Line Item #8), in the payment schedule listed on page 15 of this Agreement. ST ANDARD INSTALLATION 1. All meters shall be installed either above ground, or in a shallow and readily accessible meter vault. 2. There are non-permit locations for confined space requirements. Atmospheric conditions must be tested and controlled through ventilation. RETROFIT EXCHANGE STANDARD Contractor shall perform the following for a standard retrofit exchange: 1. Access the water meter and verify meter serial number. 2. Remove the old register and record the final reading and the register placement (if multiple registers are on a single meter, and the reading must be associated with a specific register i.e. mainline, bypass, etc. 3. Install the new meter register/registers. 4. Verify the new register is working properly. 5. Record the new register serial number, if applicable. 6. Record the initial meter reading. 7. Remove all the trash and debris. Leave site in the same condition in which it was initially found. 8. For the completion, all registers installed must be verified by the City's designated representatives. Professional Services Agreement, Aqua Metric Sales Company, Page 12 of 15 Large Water Meter Installation GENERAL REQUIREMENTS 1. All pertinent data for meter exchange shall be collected electronically using handheld computers in the field. This data must include at a minimum: old meter serial number, final read from old meter, new meter serial number and initial reading from new meter. All required fields will be identified by the City. 2. Pertinent data shall be provided to the City in both a written report format and an electronic copy. 3. Electronic data may be required in a specific format for the City in order to upload data into the City's billing system for paperless transfers. The City shall be responsible for all costs associated with the interface into the City's billing system. 4. All data shall be supplied to the City on a monthly basis. 5. The Contractor shall assign a Project Manager to interact with the City and oversee all aspects of the installation for the Contractor. 6. The Project Manager shall provide a re-occurring, pre-determined basis report, which may include, but are not limited to, the number of completed installations, "hard to access" accounts, number and location of non-standard installations reports to the City, additional services performed, activity reports requested by the City, summary of other important issues, and projected upcoming work schedule and itinerary. 7. The Project Manager shall provide monthly updates for installations performed, completed, and request new route data in a timely fashion to necessitate smooth work flow. 8. All Contractor field personnel must have photo ID cards displayed at all times. 9. All vehicles and field employees used during installation must carry full insurance coverage, including liability and comprehensive coverage for the vehicle, and personal insurance for employees Contractor. 10. All Contractor employees must be uniformed with signs on vehicles displaying the company logo. 11. Contractor shall be responsible for restoring the work site to its original condition, and shall be responsible for all repairs of damages directly caused due to improper installation procedures or negligence. 12. Contractor shall be responsible for all costs associated with the care and protection of the work area, and take the necessary precautions taken to prevent damage to existing lines and contractor personnel. 13. The City reserves the right to immediately remove from the site any person felt to be an immediate safety risk. A request of this nature shall be handled by the City representative informing the Project Manager or Contractor Supervisor verbally or in writing. Professional Services Agreement, Aqua Metric Sales Company, Page 13 of 15 Large Water Meter Installation EXHIBIT B PRICE SCHEDULE Item Description OTY Price(ea.) Total 1 3"- Standard Meter Exchange 20 $442.86 $21,257.28 2 4"- Standard Meter Exchange 10 $526.19 $5,261.90 3 6"- Standard Meter Exchange 5 $748.41 $3,742.05 4 8"- Standard Meter Exchange 5 $1,026.19 $5,130.95 5 10"- Standard Meter Exchange 2 $1,470.63 $2,941.26 6 Register Exchange Only 20 $33.48 $669.60 7 Remove and Plug Line 10 $334.82 $3,348 8 Hourly Rate for Non-Standard Work By 78 Hours $83.33 $6,499.74 Re uest Estimate) Total - - 4$ ;50_ 98 Professional Services Agreement,Aqua Metric Sales Company,Page 15 of 15 Large Water Meter Installation Client#:761753 THIRKETT ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE(MM1DDtVYY1� 3!06!2015 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(les)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 Naf"IE"C Gigi Fietsch HUB Int'I Insurance Services Inc. acc°NN E:t,951 779-8777 ac N,; 951848-0766 License#0757776 E-MAIL i i fietsch hubinternational.com ADDRESS: g 4371 Latham Street,Ste. 101 NAIC# INSURER(S)AFFORDING COVERAGE Riverside,CA 92501 Travelers Property Casual Co 25674 INSURER A: p rtY ty INSURED INSURER B:Travelers Indemnity Company of 25682 Aqua Metric Sales Company -INSURERC: 4050 Flat Rock Drive Riverside,CA 92505 INSURER D: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR I W2/ POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A GENERAL LIABILITY PACP9777C754 D8115/2014 07/01/2015 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES ERENTED occuE"."Ce $300,000 CLAIMS-MADE O OCCUR MED EXP(Any one person) $5,000 PERSONAL 8 ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: [PRODUCTS-COMP/OP AGG $2,000,000 X POLICY PRO-JECT LOC $ A AUTOMOBILE LIABILITY BA7216W64714SEL 8/15/2014 07/01/201 Ea a."'.n SINGLE LIMIT 1,000,000 IANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident A UMBRELLA LIAB X OCCUR ZUP13T5006014NF 8/15/2014 07101/2015 EACH OCCURRENCE $4 000 000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $4,000,000 DED I X RETENTION$10,000 $ B WORKERS COMPENSATION UB7889C873 10/02/2014 07/01/201 X WC sTATU ER AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? 7 N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) City of Forth Worth is Additional Insured in regard to General Liability per attached endorsement f)rm CGD187 11/03. OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX m CERTIFICATE HOLDER CANCELLATION n m SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE C City of Fort Worth THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN rrl 1000 Throckmorton Street ACCORDANCE WITH THE POLICY PROVISIONS. Fort Worth,TX 76102 �-- AUTHORIZED REPRESENTATIVE C Z ~ ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010105) 1 of 1 The ACORD name and logo are registered marks of ACORD #S3388291/M3087688 RB47 POLICY NUMBER: PACP9777C754 COMMERCIAL GENERAL LIABILITY -. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MANUFACTURERS AND WHOLESALERS XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE— This endorsement broadens coverage. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the PRO- VISIONSof this endorsement carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured J. Extension of Coverage—Bodily Injury B. Blanket Broad Form Vendors K. Injury to Co-Employees and Co-Volunteer C. Limited Worldwide Liability Coverage— Indemnity Workers Basis L. Aircraft Chartered with Crew D. Damage To Premises Rented To You Extension M. Non-Owned Watercraft—Increased • Perils of fire, explosion, lightning, smoke, water from 25 feet to 50 feet • Limit increased to$300,000 N. Increased Supplementary Payments E. Blanket Waiver of Subrogation • Cost for bail bonds increased to$2,500 F. Blanket Additional Insured—Managers or • Loss of earnings increased to $500 per day Lessors of Premises O, Medical Payments— Limit increased to G. Blanket Additional Insured—Lessor of $10,000 per person Leased Equipment P. Knowledge and Notice of Occurrence H. Incidental Medical Malpractice or Offense I. Personal Injury—Assumed by Contract Q. Unintentional Omission R. Reasonable Force—Bodily Injury or Property Damage PROVISIONS a. Coverage under this provision is afforded A. BROADENED NAMED INSURED only until the 180th day after you acquire 1. The Named Insured in Item 1. of the Declara- or form the organization or the end of the tions is as follows: policy period, whichever is earlier, unless reported in writing to us within 180 days. The person or organization named in Item 1. to any not a d A 3. This Provision . oepply of the Declarations and any organization, y per- other than a partnership or joint venture, over son or organization for which coverage is ex- which you maintain ownership or majority in- cluded by endorsement. terest on the effective date of the policy. B. BLANKET BROAD FORM VENDORS COVER- However, coverage for any such organization AGE will cease as of the date during the policy pe- WHO IS AN INSURED (Section IR is amended to riod that you no longer maintain ownership of, include as an insured any person or organization or majority interest in, such organization. (referred to below as "vendor's with whom you 2. WHO IS AN INSURED (Section 10 Item 4.a. have agreed in a written contract, executed prior is deleted and replaced by the following: to loss,to name as an additional insured, but only with respect to "bodily injury" or "property dam- age"arising out of "your products"which are dis- CG D1 87 11 03 Copyright, The Travelers Indemnity Company,2003 Page 1 of 7 r COMMERCIAL GENERAL LIABILITY tributed or sold in the regular course of the ven- c. Any of"your products"for which coverage dor's business, subject to the following additional is excluded by endorsement. provisions: C. LIMITED WORLDWIDE LIABILITY COVERAGE 1. Limits of Insurance. The limits of insurance 1. The definition of"coverage territory" in DEFI- afforded to the vendor shall be the limits NITIONS (Section V) is deleted and replaced which you agreed to provide, or the limits by the following: shown on the Declarations, whichever is less. "Coverage territory"means: ' 2. The insurance afforded the vendor does not apply to: a. The United States of America (including j a. "Bodily injury" or its territories and possessions), Puerto y ry property damage for p 1 11 11 " Rico and Canada; which the vendor is obligated to pay damages by reason of the assumption of b. International waters or airspace, but only liability in a contract or agreement. This if the injury or damage occurs in the exclusion does not apply to liability for course of travel or transportation between damages that the vendor would have in any places included in a.above;or the absence of the contract or agreement; c. All other parts of the world, excluding any b. Any express warranty unauthorized by country or jurisdiction which at the time of you; the "occurrence" or offense is the subject of trade or economic sanctions imposed c. Any physical or chemical change in the by the laws or regulation of the United product made intentionally by the vendor; States of America, but not including any d. Repackaging, unless unpacked solely for country or jurisdiction in which the in- the purpose of inspection, demonstration, sured's activities are specifically permit- testing, or the substitution of parts under ted by any governmental enlity of the instructions from the manufacturer, and United States of America, if the injury or then repackaged in the original container; damage arises out of: e. Any failure to make such inspections, ad- (1) Goods or products made or sold by justments, tests or servicing as vendors you in the territory described in 1.a. agree to make or normally undertake to above; or make in the usual course of business, in (2) The activities of a person whose connection with the distribution or sale of m " home is in the territory described in your products"; i 1.a. above, but is away for a short f. Demonstration, installation, servicing or time on your business; or repair operations, except such operations ° (3) "Personal injury" or "advertising in- performed at the vendor's premises in jury" offenses that take place through d� connection with the sale of the product; the Internet or similar means of am g. Products which, after distribution or sale communication. by you, have been labeled or relabeled or 2. With respect to claims or suits caused by an used as a container, part or ingredient of "occurrence" within the "coverage territory" °— any other thing or substance by or for the described in 1.c. above, the following condi- vendor; tions apply: 3. This Provision B.does not apply to: a. The coverage afforded hereunder shall a. Any insured person or organization, from be excess over any other valid and col- whom you have acquired such products, lectible insurance available to the insured, or any ingredient, part or container enter- whether primary, excess, contingent or on ing into, accompanying or containing any other basis, except for insurance pur- such products; chased specifically by you to be excess of b. Any vendor for which coverage as an ad- this policy. i ditional insured specifically is scheduled b. This insurance is not a substitute for by endorsement; or "compulsory admitted insurance" in any jurisdiction described in 1.c. above, Page 2 of 7 Copyright,The Travelers Indemnity Company,2003 CG D1 87 11 03 000822 I COMMERCIAL GENERAL LIABILITY whether or not this insurance would qual- D. DAMAGE TO PREMISES RENTED TO YOU ify as"compulsory admitted insurance"in EXTENSION a given jurisdiction or is accepted by the 1. The last paragraph of COVERAGE A. BOD- appropriate authorities as proof of "com- ILY INJURY AND PROPERTY DAMAGE LI- pulsory admitted insurance". ABILITY (Section I — Coverages) is deleted You agree to maintain "compulsory ad- and replaced by the following: mitted insurance" at the limits required by Exclusions c.through n. do not apply to dam- law. Your failure to do so will not invali- age to premises while rented to you, or tem- date the coverage afforded by this en- porarily occupied by you with permission of dorsement, but we will only be liable to the same extent we would have been li- able had you maintained "compulsory a. Fire; admitted insurance". b. Explosion; "Compulsory admitted insurance" means c. Lightning; insurance that is: d. Smoke resulting from such fire, explosion, (1) Required to be in-force to satisfy the or lightning; or legal requirements of a given jurisdic- e. Water. tion; and A separate limit of insurance applies to this (2) Issued by a State Fund or an insurer coverage as described in LIMITS OF INSUR- licensed or permitted by law to do ANCE (Section 110. business in the jurisdiction where the property or exposure to loss is lo- 2. This insurance does not apply to damage to cated. premises while rented to you, or temporarily c. With respect to defending you against, or occupied by you with permission of the the investigation or settlement of, any owner, caused by: claim or "suit" brought against you, the a. Rupture, bursting, or operation of pres- following will apply: sure relief devices; (1) The provision of the Insuring Agree- b. Rupture or bursting due to expansion or ment reading "We will pay....." in Part swelling of the contents of any building or 1. of COVERAGE A. and COVER- structure, caused by or resulting from wa- AGE B. (Section I — Coverages) is ter; amended to read "We will indemnify c. Explosion of steam boilers, steam pipes, the insured for...."; steam engines, or steam turbines. (2) You must arrange to defend yourself 3. Part 6. of LIMITS OF INSURANCE (Section against, and investigate or settle, any 114 is deleted and replaced by the following: claim or"suit"; Subject to 5. above, the Damage To Prem- (3) You will not make any settlement ises Rented To You Limit is the most we will without our consent; pay under COVERAGE A. for damages be- (4) We will pay expenses incurred with cause of "property damage" to any one prem- our consent; ises while rented to you, or temporarily occu- (5) We may, at our discretion, participate pied by you with permission of the owner, in defending you against, or in the caused by fire, explosion, lightning, smoke settlement of, any claim or"suit". resulting from such fire, explosion, or light- ning, or water. The Damage To Premises 3. This Provision C.does not apply: Rented To You Limit will apply to all damage a. To any of "your products" for which cov- proximately caused by the same "occur- erage is excluded by endorsement; or rence", whether such damage results from b. To"personal injury" or"advertising injury" fire, explosion, lightning, smoke resulting from if COVERAGE B. PERSONAL AND AD- such fire, explosion, or lightning, or water, or VERTISING INJURY LIABILITY is ex- any combination of any of these. eluded by endorsement. CG D1 87 11 03 Copyright, The Travelers Indemnity Company,2003 Page 3 of 7 t COMMERCIAL GENERAL LIABILITY The Damage To Premises Rented To You its shown on the Declarations, whichever is Limit will be the higher of: less. a. $300,000; or 2. The insurance afforded to the additional in- b. The amount shown on the Declarations sured does not apply to: for Damage To Premises Rented To You a. Any "occurrence" that takes place after Limit, you cease to be a tenant in that premises; 4. Under DEFINITIONS (Section V), Paragraph b. Any premises for which coverage Is ex- a. of the definition of "insured contract" is cluded by endorsement, or amended so that it does not include that por- c. Structural alterations, new construction or tion of the contract for a lease of premises demolition operations performed by or on that indemnifies any person or organization behalf of such additional insured. for damage to premises while rented to you, or temporarily occupied by you with permis- 3. The insurance afforded to the additional in- sion of the owner,caused by: sured is excess over any valid and collectible insurance available to such additional in- a. Fire; sured, unless you have agreed in a written b. Explosion; contract for this insurance to apply on a pri- c. Lightning; mary or contributory basis. d. Smoke resulting from such fire, explosion, G. BLANKET ADDITIONAL INSURED — LESSOR or lightning; or OF LEASED EQUIPMENT e. Water_ WHO IS AN INSURED (Section IQ is amended to include as an insured any person or organization 5. This Provision D. does not apply if coverage (referred to below as "additional insured") with for Damage To Premises Rented To You of whom you have agreed in a written contract, exe- COVERAGE A. BODILY INJURY AND cuted prior to loss, to name as an additional in- PROPERTY DAMAGE LIABILITY (Section I— sured, but only with respect to their liability arising Coverages) is excluded by endorsement. out of the maintenance, operation or use by you E. BLANKET WAIVER OF SUBROGATION of equipment leased to you by such additional in- We waive any right of recovery we may have sured, subject to the following provisions: against any person or organization because of 1. Limits of Insurance. The limits of insurance payments we make for injury or damage arising afforded to the additional insured shall be the out of premises owned or occupied by or rented limits which you agreed to provide, or the lim- or leaned to you; ongoing operations performed its shown on the Declarations, whichever is by you or on your behalf, done under a contract less. �= " " with that person or organization; your work ; or -- 2. The insurance afforded to the additional in- "your products". We waive this right where you sured does not apply to: e= have agreed to do so as par( of a written contract, executed by you prior to loss. a. Any "occurrence" that takes place after F. BLANKET ADDITIONAL INSURED — MANAG- the equipment lease expires; or ERS OR LESSORS OF PREMISES b. "Bodily injury" or "property damage" oris- °° WHO IS AN INSURED (Section 10 is amended to ing out of the sole negligence of such ad- ditional insured. include as an insured any person or organization (referred to below as "additional insured") with 3. The insurance afforded to the additional in- whom you have agreed in a written contract, exe- sured is excess over any valid and collectible cuted prior to loss, to name as an additional in- insurance available to such additional in- sured, but only with respect to liability arising out sured, unless you have agreed in a written of the ownership, maintenance or use of that part contract for this insurance to apply on a pri- m= of any premises leased to you, subject to the fol- mary or contributory basis. lowing provisions: H. INCIDENTAL MEDICAL MALPRACTICE 1. Limits of Insurance. The limits of insurance 1. The definition of "bodily injury" in DEFINI- afforded to the additional insured shall be the TIONS (Section V) is amended to include "in- limits which you agreed to provide, or the lim- cidental Medical Malpractice Injury". Page a of 7 Copyright, The Travelers Indemnity Company, 2003 CG D1 87 11 03 000823 i COMMERCIAL GENERAL LIABILITY • 2. The following definition is added to DEFINI- 7. The insurance provided by this Provision H. TIONS (Section V): shall be excess over any other valid and col- "Incidental medical malpractice injury" means lectible insurance available to the insured, bodily injury, mental anguish, sickness or dis- whether primary, excess, contingent or on ease sustained by a person, including death any other basis, except for insurance pur- resulting from any of these at any time, aris- chased specifically by you to be excess of ing out of the rendering of, or failure to ren- this policy. der, the following services: I. PERSONAL INJURY — ASSUMED BY CON- a. Medical, surgical,dental, laboratory, x-ray TRACT or nursing service or treatment, advice or 1. The Contractual Liability Exclusion in Part instruction, or the related furnishing of 2., Exclusions of COVERAGE B, PER- food or beverages; SONAL AND ADVERTISING INJURY LIABIL- b. The furnishing or dispensing of drugs or ITY (Section I — Coverages) is deleted and medical, dental, or surgical supplies or replaced by the following: appliances; or (This insurance does not apply to;) c. First aid. Contractual Liability d. "Good Samaritan services." As used in "Advertising injury" for which the insured has this Provision H., "Good Samaritan ser- assumed liability in a contract or agreement. vices" are those medical services ren- This exclusion does not apply to liability for dered or provided in an emergency and damages that the insured would have in the for which no remuneration is demanded absence of the contract or agreement. or received. 3. Paragraph 2_a.(1)(d) of WHO IS AN IN- 2• Subparagraph f. of the definition of "insured contract" (DEFINITIONS — Section V) is de- SURED (Section II) does not apply to any leted and replaced by the following: registered nurse, licensed practical nurse, emergency medical technician or paramedic f. That part of any other contract or agree- employed by you, but only while performing ment pertaining to your business (includ- the services described in paragraph 2. above ing indemnification of a municipality in and while acting within the scope of their em- ployment connection by you. Any "employees" rendering municipality) under which you assume the 'Good Samaritan services" will be deemed to tort liability of another party to pay for be acting within the scope of their employ- "bodily injury," "property damage' or"per- ment by you. sonal injury" to a third party or organiza- 4. The following exclusion is added to paragraph tion. Tort liability means a liability that 2. Exclusions of COVERAGE A. — BODILY would be imposed by law in the absence INJURY AND PROPERTY DAMAGE LIABIL- of any contract or agreement. ITY (Section I—Coverages): 3. This Provision I. does not apply if COVER- (This insurance does not apply to:) Liability AGE B. PERSONAL AND ADVERTISING IN- arising out of the willful violation of a penal JURY LIABILITY is excluded by endorse- statute or ordinance relating to the sale of ment, pharmaceuticals by or with the knowledge or J. EXTENSION OF COVERAGE — BODILY IN- consent of the insured. JURY S. For the purposes of determining the applica- The definition of "bodily injury" (DEFINITIONS — ble limits of insurance, any act or omission, Section V) is deleted and replaced by the follow- together with all related acts or omissions in ing: the furnishing of the services described in "Bodily injury" means bodily injury, mental an- paragraph 2.above to any one person, will be considered one"occurrence", guish, mental injury, shock, fright, disability, hu- miliation, sickness or disease sustained by a per- 6. This Provision H.does not apply if you are in son, including death resulting from any of these at the business or occupation of providing any of any time. the services described in paragraph 2.above. CG D1 87 11 03 Copyright,The Travelers Indemnity Company, 2003 Page 5 of 7 COMMERCIAL GENERAL LIABILITY K. INJURY TO CO-EMPLOYEES AND CO-VOLUN- (a) Fifty feet long or less; and TEER WORKERS (b) Not being used to carry persons or 1. Your "employees" are insureds with respect property for a Charge. to "bodily injury" to a co-"employee" in the 2. This Provision M. applies to any person who, course of the co-"employee's" employment by with your expressed or implied consent,either you, or to your "volunteer workers" while per- uses or is responsible for the use of a water- forming duties related to the conduct of your Craft. business, provided that this coverage for your "employees" does not apply to acts outside 3. The insurance provided by this Provision M. the scope of their employment by you or while shall be excess over any other valid and col- performing duties unrelated to the conduct of lectible insurance available to the insured, your business, whether primary, excess, contingent or on any other basis, except for insurance pur- 2. Your "volunteer workers" are insureds with chased specifically by you to be excess of respect to "bodily injury" to a co-"volunteer this policy. worker" while performing duties related to the conduct of your business, or to your"employ- N. INCREASED SUPPLEMENTARY PAYMENTS ees" in the course of the "employee's" em- Parts b. and d. of SUPPLEMENTARY PAY- ployment by you, provided that this coverage MENTS — COVERAGES A AND B (Section I — for your "volunteer workers" does not apply Coverages) are amended as follows: while performing duties unrelated to the con- 1. In Part b.the amount we will pay for the cost duct of your business. of bail bonds is increased to $2500. 3. Subparagraphs 2.a.(1)(a), (b) and (c) and 2. In Part d. the amount we will pay for loss of 3.a. of WHO IS AN INSURED (Section II) do earnings is increased to $500 a day. not apply to"bodily injury" for which insurance is provided by paragraph 1.or 2.above. O. MEDICAL PAYMENTS —INCREASED LIMITS L. AIRCRAFT CHARTERED WITH CREW 1. Paragraph 7. of LIMITS OF INSURANCE _ 1. The following is added to the exceptions can- (Section III) is amended to read as follows: tained in the Aircraft, Auto Or Watercraft 7. Subject to 5.above, the Medical Expense -� Limit is the most we will a under Cov- e= Exclusion in Part 2., Exclusions of COVER- pay AGE A. BODILY INJURY AND PROPERTY erage C. for all medical expenses be- DAMAGE LIABILITY(Section I—Coverages): cause of "bodily injury" sustained by any (This exclusion does not apply to:) Aircraft one person, and will be the higher of: chartered with crew to any insured. (a) $10,000; or �= 2. This Provision L. does not apply if the char- (b) The amount shown on the Declara- tered aircraft is owned by any insured. tions for Medical Expense Limit. 3. The insurance provided by this Provision L. 2. This Provision O. does not apply if COVER- shall be excess over any other valid and col- AGE C. MEDICAL PAYMENTS (Section I — ,. ,_ lectible insurance available to the insured, Coverages) is excluded either by the provi- whether primary, excess, contingent or on sions of the Coverage Part or by endorse- any other basis, except for insurance pur- ment. chased specifically by you to be excess of P. KNOWLEDGE AND NOTICE OF OCCUR- this policy. RENCE OR OFFENSE M. NON-OWNED WATERCRAFT 1. The fallowing is added to COMMERCIAL 1. The exception contained in Subparagraph (2) GENERAL LIABILITY CONDITIONS (Section of the Aircraft, Auto Or Watercraft Exclu- M, paragraph 2. (Duties In The Event of Oc- sion in Part 2., Exclusions of COVERAGE A. currence, Offense, Claim or Suit): BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I— Coverages) is deleted Notice of an "occurrence" or of an offense and replaced by the following: which may result in a claim under this insur- ance shall be given as soon as practicable af- (2) A watercraft you do not own that is: ter knowledge of the "occurrence" or offense Page 6 of 7 Copyright,The Travelers Indemnity Company,2003 CG D1 87 11 03 000824 COMMERCIAL GENERAL LIABILITY has been reported to any insured listed under Q. UNINTENTIONAL OMISSION Paragraph 1. of Section 11 — Who Is An In- The following is added to COMMERCIAL GEN- sured or an "employee" (such as an insur- ERAL LIABILITY CONDITIONS (Section IV), ance, loss control or risk manager or adminis- paragraph 6.(Representations): trator)designated by you to give such notice. The unintentional omission of, or unintentional Knowledge by other"employee(s)" of an "oc- error in, any information provided by you shall not currence"or of an offense does not imply that prejudice your rights under this insurance. How- you also have such knowledge. ever,this Provision Q.does not affect our right to 2. Notice shall be deemed prompt if given in collect additional premium or to exercise our right good faith as soon as practicable to your of cancellation or nonrenewal in accordance with workers' compensation insurer. This applies applicable state insurance laws, codes or regula- only if you subsequently give notice to us as tions. soon as practicable after any insured listed R. REASONABLE FORCE — BODILY INJURY OR under Paragraph 1.of Section II—Who Is An PROPERTY DAMAGE Insured or an "employee" (such as an insur- The Expected Or Intended Injury Exclusion in ance, loss control or risk manager or adminis- Part 2., Exclusions of COVERAGE A. BODILY trator) designated by you to give such notice INJURY AND PROPERTY DAMAGE LIABILITY discovers that the "occurrence", offense or (Section I— Coverages) is deleted and replaced claim may involve this policy. by the following: 3. However, this Provision P. does not apply as (This insurance does not apply to:) respects the specific number of days within Expected or Intended Injury or Damage which you are required to notify us in writing of the abrupt commencement of a discharge, "Bodily injury" or "property damage" expected or release or escape of "pollutants" which intended from the standpoint of the insured. This causes "bodily injury" or "property damage" exclusion does not apply to "bodily injury" or which may otherwise be covered under this "Property damage" resulting from the use of rea- policy. sonable force to protect persons or property. CG D1 87 11 03 Copyright,The Travelers Indemnity Company, 2003 Page 7 of 7