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HomeMy WebLinkAboutContract 58490 CSC No.58490 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth,a Texas home-rule municipality ("CITY"), and Freese and Nichols, Inc., authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: Forest Hill Drive and Royal Crest Drive Intersection Improvements— Project No. 103308. Article I Scope of Services The Scope of Services is set forth in Attachment A. Negotiated changes to this Agreement, if any, are included in Attachment C. Article II Compensation The ENGINEER's compensation shall be in the amount up to $275,895.00 as set forth in Attachment B. Payment shall be considered full compensation for all labor (including all benefits, overhead and markups), materials, supplies, and equipment necessary to complete the Services. Engineer shall provide monthly invoices to City. The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in Attachment D to this AGREEMENT, to reasonably substantiate the invoices. Payments for services rendered shall be made in accordance with the Texas Prompt Payment Act (Texas Government Code Ch. 2251). Acceptance by Engineer of said payment shall release City from all claims or liabilities under this Agreement for anything related to, performed, or furnished in connection with the Services for which payment is made, including any act or omission of City in connection with such Services. Article III Term Time is of the essence. Unless otherwise terminated pursuant to Article VI. D. herein, this Agreement shall be for a term beginning upon the effective date, as described below, and shall continue until the expiration of the funds or completion of the subject matter contemplated herein pursuant to the schedule, whichever occurs first. Unless specifically otherwise amended, the original term shall not exceed five years from the original effective date. City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November23,2021 Page 1 of 15 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Article IV Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative under this Agreement, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November 23,2021 Page 2 of 15 D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the contract documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the contract documents, nor shall anything in the contract documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the contract documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the contract documents. City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November 23,2021 Page 3 of 15 F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the contract documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are no other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November 23,2021 Page 4 of 15 I. Business Equity Participation City has goals for the full and equitable participation of minority business and/or women business enterprises in City contracts greater than $100,000. In accordance with the City's Business Equity Ordinance No. 25165-10-2021 (replacing Ordinance No. 24534-11-2020, as codified in Chapter 20, Article X of the City's Code of Ordinances, as amended, and any relevant policy or guidance documents), the City has goals for the full and equitable participation of minority business and/or women business enterprises in City contracts greater than $100,000. Engineer acknowledges the MBE and WBE goals established for this contract and its execution of this Agreement is Engineer's written commitment to meet the prescribed MBE and WBE participation goals. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Engineer may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. J. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this contract. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER 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 ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to reproduce such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of hard copies at the rate published in the Texas Administrative Code in City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November 23,2021 Page 5 of 15 effect as of the time copying is performed. K. INSURANCE Engineer shall not commence work under this Agreement until it has obtained all insurance required under Attachment F and City has approved such insurance. L. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. M. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. N. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. O. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this Agreement was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this Agreement which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November 23,2021 Page 6 of 15 P. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment D to this AGREEMENT. Article V Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the project schedule prepared in accordance with Attachment D. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November 23,2021 Page 7 of 15 F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER's negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the project. G. Contractor Indemnification The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at the construction site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this Agreement. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November 23,2021 Page 8 of 15 I. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. J. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. Article VI General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. C. Force Majeure CITY and ENGINEER 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, including, but not limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters, epidemics/pandemics, wars, riots, material or labor restrictions by any governmental authority and/or any other similar causes. City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November 23,2021 Page 9 of 15 D. Termination (1) This AGREEMENT may be terminated a.) by the City for its convenience upon 30 days' written notice to ENGINEER. b.) by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days' written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a.) Reasonable cost of reproduction or electronic storage of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b.) The reasonable time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all projected termination expenses. The CITY'S approval shall be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER' personnel and subcontractors, and ENGINEER's compensation will be made. F. Indemnification The ENGINEER shall indemnify or hold harmless the CITY against liability for any damage committed by the ENGINEER or ENGINEER's agent, consultant under contract, or another entity over which the ENGINEER exercises control to the extent that the damage is caused by or resulting from an act of negligence, intentional tort, intellectual City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November 23,2021 Page 10 of 15 property infringement, or failure to pay a subcontractor or supplier. CITY is entitled to recover its reasonable attorney's fees in proportion to the ENGINEER's liability. G. Assignment ENGINEER shall not assign all or any part of this AGREEMENT without the prior written consent of CITY. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Tarrant County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Articles V.F., VI.B., VI.D., VI.F., VI.H., and VI.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER agrees to defend, indemnify and hold harmless CITY and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. K. Contract Construction/No Waiver The parties acknowledge that each Party and, if it so chooses, its counsel, have reviewed and revised Agreement and that the normal rule of contract construction, to the effect that any ambiguities are to be resolved against the drafting party, must not be employed in the interpretation of Agreement or any amendments or exhibits hereto. City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November 23,2021 Page 11 of 15 The failure of CITY or ENGINEER 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 CITY's or ENGINEER's respective right to insist upon appropriate performance or to assert any such right on any future occasion. L. Immigration Nationality Act ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this Agreement for violations of this provision by ENGINEER. M. Prohibition On Contracts With Companies Boycotting Israel ENGINEER unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if ENGINEER has 10 or more full time-employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, ENGINEER certifies that ENGINEER'S signature provides written verification to the City that if Chapter 2271, Texas Government Code applies, ENGINEER: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. N. Prohibition on Boycotting Energy Companies City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November 23,2021 Page 12 of 15 ENGINEER acknowledges that in accordance with Chapter 2274 of the Texas Government Code-(as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2), the CITY is prohibited from entering into a contract for goods or services that has a value of$100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full- time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, ENGINEER certifies that ENGINEER's signature provides written verification to the CITY that ENGINEER: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. O. Prohibition on Discrimination Against Firearm and Ammunition Industries ENGINEER acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the CITY is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, ENGINEER certifies that ENGINEER's signature provides written verification to the CITY that ENGINEER: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. 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 but one and the City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November 23,2021 Page 13 of 15 same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: Attachment A- Scope of Services Attachment B - Compensation Attachment C -Amendments to Standard Agreement for Engineering Services Attachment D - Project Schedule Attachment E - Location Map Attachment F— Insurance Requirements Duly executed by each party's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY: BY: CITY OF FORT WORTH ENGINEER Freese and Nichols, Inc. William Johnson(Nov 8,202211:02 GMT+1) William Johnson Assistant City Manager Chris Bosco Date: Nov 18, 2022 Principal n° Date: 11/15/2022 QF FORT°a ATTEST: ago o9�d TanncFfG S. Goodall cao4 TExnSad JannetteS.Goodall(Nov18,202208:36CST) nnaovb Jannette Goodall City Secretary APPROVAL RECOMMENDED: By:/�&� Lauren Prieur Interim Director,Transportation and Public Works APPROVED AS TO FORM AND LEGALITY Form 1295 No. 2022-927367 WA By:D$lack(Nov 17,202217:34 CSC Douglas W Black M&C No.: 22-0846 Sr. Assistant City Attorney M&C Date: October 11, 2022 City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November 23,2021 Page 14 of 15 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. sA%4&-167& Shweta Rao Professional Engineer City of Fort Worth,Texas Forest Hill Drive and Royal Crest Drive Intersection Improvements Standard Agreement for Engineering Related Design Services CPN 103308 Revised Date:November 23,2021 Page 15 of 15 FORT WORTH.; ATTACHMENT "A" Scope for Engineering Design Related Services for Forest Hill Drive and Royal Crest Drive Intersection Improvements (CPN 103308) The scope set forth herein defines the work to be performed by the ENGINEER in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. OBJECTIVE The objective of the Forest Hill Drive and Royal Crest Drive Intersection Improvement project is to improve the intersection safety and capacity by the construction and installation of dedicated left turn lanes for the northbound and southbound direction, traffic signal replacement (pole, mast arm, signal heads, detection, communication), pedestrian curb ramps, signing, striping, and utility adjustments. The improvements will be completed using City of Fort Worth —2022 Bond Program funds. Work to be performed under this agreement is as follows: WORK TO BE PERFORMED Task 1. Design Management Task 2. Conceptual Design (30%) Task 3. Preliminary Design (60%) Task 4. Final Design (90% and 100%) Task 5. Bid Phase Services Task 6. Construction Phase Services Task 7. ROW/Easement Services Task 8. Survey and Subsurface Utility Engineering Services Task 9. Permitting Task 10. Quality Control/Quality Assurance City of Fort Worth,Texas AttachmentA Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:07.23.2012 CPN 103308 Page 1 of 24 FORT WORTH.; TASK 1. DESIGN MANAGEMENT. ENGINEER will manage the work outlined in this scope to ensure efficient and effective use of ENGINEER's and CITY's time and resources. ENGINEER will manage change, communicate effectively, coordinate internally and externally as needed, and proactively address issues with the CITY's Project Manager and others as necessary to make progress on the work. 1.1. Managing the Team: • Lead, manage and direct design team activities • Ensure Quality Control /Quality Assurance (QC/QA) is practiced in performance of the work. Refer to Task 10 for further details. • Communicate internally among team members • Task and allocate team resources 1.2. Communications and Reporting: • Attend a pre-design project kickoff/charter meeting with CITY staff to confirm and clarify scope, understand CITY objectives, and ensure economical and functional designs that meet CITY requirements • Attend up to two (2)field review meetings with CITY representatives, including Traffic Management, prior to the 30% and 90% submittals. • Conduct and document monthly project update meetings with CITY Project Manager (up to 9). • Conduct review meetings with the CITY at the end of each design phase (up to 3) • Conduct and document biweekly internal design team meetings (up to 12). • Conduct site visits (up to 3). • Conduct QC/QA reviews and document those activities. Refer to Task 10 for further details • Prepare invoices, in accordance with Attachment B to this Standard Agreement and submit monthly in the format requested by the CITY. • Prepare and submit monthly Project Status Reports in the format provided by the respective Transportation and Public Works Department. • Prepare and submit baseline Project Schedule initially, and Project Schedule updates with a schedule narrative monthly, as required in Attachment D to this Standard Agreement in compliance with the City's Specification 00 31 15 entitled Engineer Project Schedule. This PROJECT requires a Tier 3 schedule as defined in the City's Specification 00 31 15 entitled Engineer Project Schedule. • Prepare and submit a preliminary Project Risk Register, preliminary Stakeholder Register, and preliminary Project Communications Plan. CITY to modify and finalize. • Complete Monthly M/WBE Report Form and Final Summary Payment Report Form at the end of the project City of Fort worth,Texas Page 2 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 2 of 24 FORT WORTH.; • Coordinate with other agencies and entities as necessary for the design of the proposed infrastructure, and provide and obtain information needed to prepare the design. • With respect to coordination with permitting authorities, ENGINEER shall communicate with permitting authorities such that their regulatory requirements are appropriately reflected in the designs. ENGINEER shall work with regulatory authorities to obtain approval of the designs, and make changes necessary to meet their requirements, as part of the design scope. • Personnel and Vehicle Identification: When conducting site visits to the project location, the ENGINEER or any of its sub-consultants shall carry readily visible information identifying the name of the company and the company representative. ASSUMPTIONS • One (1) pre-design project kickoff/chartering meeting • Up to two (2)field review meetings • Up to nine (9) monthly project update meetings during design phase • Up to three (3) plan review meetings • Up to twelve (12) biweekly internal design team meetings • All submittals to the CITY will be quality checked prior to submission. • Project design phase is anticipated to take nine (9) months. • Project construction phase is anticipated to take six (6) months. • Up to eighteen (18) monthly updates of Project Status Reports, MWBE forms, TPBE, Risk Register, and project Schedule. DELIVERABLES A. Meeting summaries with action items B. QC/QA documentation C. Baseline design schedule D. Preliminary Project Risk Register, preliminary Stakeholder Register, and preliminary Project Communications Plan E. Monthly Schedule updates with schedule narrative describing any current or anticipated schedule changes F. Monthly Project Status Reports G. Monthly TPBE spreadsheet updates H. Monthly Project Risk Register updates I. Plan Submittal Checklists (See Task 10) J. Monthly invoices City of Fort worth,Texas Page 3 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 3 of 24 FORT WORTH.; K. Monthly M/WBE Report Form and Final Summary Payment Report Form TASK 2. CONCEPTUAL DESIGN (30 PERCENT). The Conceptual Design shall be submitted to CITY per the approved Project Schedule. The purpose of the conceptual design is for the ENGINEER to identify, develop, communicate through the defined deliverables, and recommend the design concept that successfully addresses the design problem, and to obtain the CITY's endorsement of this concept. ENGINEER will develop the conceptual design of the infrastructure as follows: 2.1. Data Collection • ENGINEER will collect 24-hour turning movement intersection counts (including bi- directional volume)with pedestrians, bicyclists and basic classification (lights/mediums/articulated trucks). • Traffic Count Data: Microsoft Excel spreadsheet of Raw 24-hour and Turning Movement Count data gathered at 15-minute intervals at a minimum on all raw data collected. Provide Daily Summaries by Approach and Peak-Period Summaries by Approach. Spreadsheet shall be uploaded to the Document Management folder 'TPW Traffic Count Data' (currently BIM 360) • In addition to data obtained from the CITY, ENGINEER will research and make efforts to obtain pertinent information to aid in coordination of the proposed improvements with any planned future improvements that may influence the project. ENGINEER will also identify and seek to obtain data for existing conditions that may impact the project including; utilities, agencies (TxDOT and railroads), City Master Plans, and property ownership as available from the Tax Assessor's office. • The ENGINEER will consult with the CITY's Transportation and Public Works Department, Water Department, and other CITY departments, public utilities, private utilities, private utilities and government agencies to determine the approximate location of above and underground utilities, and other facilities (current and future) that have an impact or influence on the project. • Provide Subsurface Utility Engineering (SUE) per Task 8. 2.2. Intersection Traffic Analysis • ENGINEER will prepare an Intersection Traffic Analysis to include the following: o Traffic Data Collection and Analysis ■ Prepare data collection plan ■ Review and summarize and traffic counts o Develop Existing and Future Traffic Volumes for Analysis ■ Compile TxDOT traffic counts available in the area ■ Review NCTCOG travel demand model outputs ■ Develop a growth rate ■ Estimate future traffic volumes (for existing + 20 year) City of Fort worth,Texas Page 4 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 4 of 24 FORT WORTH.; o Perform Traffic Analysis ■ Develop Synchro model for the intersection ■ Evaluate existing traffic operations ■ Evaluate future year traffic operations ■ Develop recommendations for intersection lane configuration o Memorandum ■ Provide a brief memorandum documenting the analysis results and recommendations. • CITY will provide traffic signal timing plan for project. 2.3 Conceptual Design Plans • ENGINEER will provide 30% Design services to the CITY with the following design plans. The actual number of sheets may vary from the list below; all information listed will be provided on the design plans: GENERAL DESIGN o COVER SHEET— Including project limits and location map o INDEX OF SHEETS o GENERAL NOTES—Including applicable City standard general notes o QUANTITY SUMMARY— Including tables of quantities per sheet o SURVEY CONTROL AND PROJECT LAYOUT— Including City Control Points with X, Y, Z coordinates, identified coordinate system, and bearing base. Z coordinate will be included on City Datum only with a description of the location. o ALIGNMENT DATA o RIGHT-OF-WAY AND EASEMENT MAP— Including parcels numbers. o EXISTING UTILITY MAP— Including collected Level A-D SUE data. o TYPICAL SECTIONS— Including existing and proposed typical sections showing pavement(roadway, sidewalk, curb), ROW, lane widths (with direction arrows), and retaining walls o REMOVAL PLAN— Including removal of above and below ground features necessary for the construction of the project improvements. ROAD WAY DESIGN o ROADWAY PLAN AND PROFILE- Including plan and profile sheets showing existing and proposed horizontal and vertical roadway alignments, right-of- way/easements, sidewalks, driveways, lane dimensions, drainage structures, and City and franchise-owned utilities. Station and elevation data of all vertical profile P.C.'s, P.T.'s, P.I.'s, low points and high points,lengths of City of Fort worth,Texas Page 5 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 5 of 24 FORT WORTH.; vertical services, grades, K-values, e, and vertical clearance information will be provided where required. DRAINAGE DESIGN o OVERALL DRAINAGE AREA MAP— Including delineate the watershed based on contour data and field verification and document existing street, right-of-way and storm drain capacities for the subject site. A drainage area map will be drawn at maximum 1"= 200'scale from available 1-foot contour data with the contours labeled. Data source and year will be provided by the ENGINEER. UTILITY DESIGN o MINOR UTILITY ADJUSTMENT PLAN— Including plan sheets for the minor adjustment(for example, adjustment of valve or manhole to proposed finished grade) of existing water and sanitary sewer utilities. TRAFFIC SIGNAL DESIGN o EXISTING SIGNAL AND REMOVALS—Including plan sheet of traffic signal and equipment removal. o PROPOSED SIGNAL LAYOUT—Including plan sheets for layout of traffic signal poles, mast arms, signal heads, communication, and detection improvements. o SIGNAL EQUIPMENT DETAIL INTERSECTION QUADRANTS - Including detailed views of each of the four intersection quadrants showing the existing utilities and proposed roadway and traffic signal layout. o SIGNAL SUMMARY-Including conduit and cable tables, signal pole summaries, signal head summaries, and detection zone summary. SIGNING AND PAVEMENT DESIGN o SIGNING AND PAVEMENT MARKING PLAN— Including pavement markings, traffic buttons, and traffic signage (CITY and TMUTCD compliant) for the roadway improvements. CROSS SECTION DESIGN o CROSS SECTIONS—Including centerline station at a 50'interval, existing top of ground line, proposed roadway section, and easement and right-of-way limits. • Documentation of key design decisions. 2.5. Opinion of Probable Construction Cost • ENGINEER will develop an opinion of probable construction cost (OPCC) based on design. Sources of data used in the preparation of the OPCC include, but are not limited to, construction data aggregation services, similar past project performed by ENGINEER, bid results from previous CITY projects of similar type, and professional experience and engineering judgement. City of Fort worth,Texas Page 6 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 6 of 24 FORT WORTH.; 2.6. Utility Conflict Coordination Package • ENGINEER will develop the design of CITY facilities to avoid or minimize conflicts with existing utilities, and where known and possible consider potential future utilities in designs. Where conflicts cannot be avoided, coordination of Utility Conflicts will begin at the Conceptual Design phase. • In the case of a public utility conflict, the ENGINEER will design CITY facilities to avoid or minimize conflicts with existing utilities, and where known and possible consider potential future utilities in designs. • ENGINEER will conduct up to two (2) individual private utility coordination meetings to communicate the improvements project and communicate the required private utility relocation. • In the case of a private utility conflict, the ENGINEER will provide a PDF set of plans with the utility conflicts highlighted and a Utility Conflicts Table of those conflicts to be included in a Utility Clearance Letter for coordination. • ENGINEER will conduct up to two (2) individual private utility coordination meetings to communicate the improvements project and communicate the required private utility relocation. • The ENGINEER shall upload a PDF file of the approved preliminary plan set to the designated project folder in the City's document management system (BIM 360)for forwarding to all utility companies (to be completed by CITY) which have facilities within the limits of the project. The PDF file should be created directly from the CAD files. ASSUMPTIONS • Three (3) copies of half size (11"x17") plans. • Three (3) copies of opinion of probable construction cost. • Electronic copy(PDF) of the plans and OPCC (uploaded to BIM360). DELIVERABLES A. Conceptual Design Plans B. Traffic Count Data C. Intersection Traffic Analysis Technical Memorandum D. Conceptual iSWM Checklist E. Opinion of Probable Construction Cost F. Utility Conflict Coordination Package City of Fort worth,Texas Page 7 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 7 of 24 FORT WORTH.; TASK 3. PRELIMINARY DESIGN (60 PERCENT). ENGINEER will not proceed with Preliminary Design activities without written approval by the CITY of the Conceptual Design Package. Preliminary Design will be submitted to CITY per the approved Project Schedule. ENGINEER will develop the preliminary design of the infrastructure as follows: 3.1. Preliminary Design Plans: • ENGINEER will progress, update, or revise the design plans listed in the Conceptual Design submittal and the additional design plans: GENERAL DESIGN o ISWM CONSTRUCTION PLAN—Including the layout of erosion control measures and notes to be in compliance with iSWM Criteria Manual for Site Development and Construction. o ISWM CONSTRUCTION DETAILS o CONSTRUCTION PHASING NARRATIVE AND TYPICAL SECTION— including description of the suggested construction phasing and typical sections. The construction phasing narrative includes expectation and restrictions of the construction during the multi-phase project. o CONSTRUCTION DETOUR PLAN— Including layout of allowable/approved detour plan to be utilized by the project o TRAFFIC CONTROL DETAILS— Including applicable CITY and TxDOT traffic control details. Assumes that the Contractor will prepare and implement a traffic control plan in accordance with the Texas Manual on Uniform Traffic Control Devices. ROADWAY DESIGN o ROADWAY DETAILS—including necessary non-City of Fort Worth standard details. o CITY OF FORT WORTH-ROADWAY DETAILS DRAINAGE DESIGN UTILITY DESIGN o CITY OF FORT WORTH- SANITARY SEWER DETAILS o CITY OF FORT WORTH- WATER DETAILS TRAFFIC SIGNAL DESIGN o CITY OF FORT WORTH- TRAFFIC SIGNAL DETAILS SIGNING AND PAVEMENT DESIGN o CITY OF FORT WORTH— SIGNING AND PAVEMENT MARKING DETAILS City of Fort worth,Texas Page 8 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 8 of 24 FORT WORTH.; LANDSCAPE DESIGN o LANDSCAPE PLAN— Including proposed locations of topsoil, sod, and hydromulch in relation to the proposed improvements. 3.2. Preliminary Design Project Manual (Contract and Specifications) • ENGINEER will prepare the Project Manual (Contract and Specifications) using the CITY's front end and technical specifications. The ENGINEER will supplement the technical specifications, as needed. 3.3. Constructability Review Meeting • Prior to the Preliminary Design Review Meeting with the CITY, the ENGINEER shall schedule and attend a project site visit with the CITY Project Manager and Construction personnel to walk and review the project (including Transportation Management staff). The ENGINEER shall summarize the CITY's comments from the field visit and submit this information to the CITY in writing. 3.4. Public Meeting After the preliminary plans have been reviewed and approved by the CITY, the ENGINEER shall prepare project exhibits, and attend one (1) public meeting to help explain the proposed project to residents. The CITY shall select a suitable location, time and date. The CITY will prepare mailing list of all affected property owners and send all public meeting notifications. 3.5. Utility Conflict Coordination Package • ENGINEER will develop the design of CITY facilities to avoid or minimize conflicts with existing utilities, and where known and possible consider potential future utilities in designs. Where conflicts cannot be avoided, coordination of Utility Conflicts will be identified at the Conceptual phase and begin at the Preliminary Design phase. • In the case of a public utility conflict, the ENGINEER will design CITY facilities to avoid or minimize conflicts with existing utilities, and where known and possible consider potential future utilities in designs. • ENGINEER will conduct up to two (2) individual private utility coordination meetings to communicate the improvements project and communicate the required private utility relocation. • In the case of a private Utility Conflict, the ENGINEER will provide a PDF set of plans with the utility conflicts highlighted and a Utility Conflicts Table of those conflicts to be included in a Utility Clearance Letter for coordination at each design milestone. • The ENGINEER shall upload a PDF file of the approved preliminary plan set to the designated project folder in the City's document management system (BIM 360)for forwarding to all utility companies which have facilities within the limits of the project. The PDF file should be created directly from the CAD files. City of Fort worth,Texas Page 9 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 9 of 24 FORT WORTH.; ASSUMPTIONS • Three (3) copies of half size (11"x17") plans. • Two (2) set of the Project Manual (Contract and Specifications). • Three (3) copies of opinion of probable construction cost. • Electronic copy(PDF) of the plans, project manual, and OPCC (uploaded to BIM360). • All submitted documents and checklists will be uploaded to the designated project folder in the CITY's document management system (BIM 360). • The CITY's front end and technical specifications will be used. The ENGINEER shall supplement the technical specifications, if needed. • One (1) Public Meeting is assumed. DELIVERABLES A. Preliminary Design Plans B. Preliminary Design Project Manual (Contract and Specifications) C. Preliminary Design QA/QC Documentation (from Task 10) D. Preliminary iSWM Checklist E. Opinion of Probable Construction Cost F. Utility Conflict Coordination Package G. Public Meeting Exhibits TASK 4. FINAL DESIGN (90 PERCENT) AND FINAL CONSTRUCTION DOCUMENTS (100 PERCENT). • ENGINEER will not proceed with Final Design activities without written approval by the CITY of the Preliminary Design Package. Final Design will be submitted to CITY per the approved Project Schedule. • ENGINEER will develop the Final Design of the improvements as follows: Final Design (90%) Plans: • ENGINEER will progress, update, or revise the design plans. Final Design (90%) Project Manual (Contract and Specifications) • ENGINEER will prepare the Project Manual (Contract and Specifications) using the CITY's front end and technical specifications. The ENGINEER will supplement the technical specifications, as needed. iSWM Checklist • Final iSWM Checklist in accordance with the current CITY iSWM Criteria Manual for Site Development and Construction City of Fort worth,Texas Page 10 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 10 of 24 FORT WORTH.; Opinion of Probable Construction Cost • ENGINEER will develop an opinion of probable construction cost(OPCC) based on design plans. Sources of data used in the preparation of the OPCC include, but are not limited to, construction data aggregation services, similar past project performed by ENGINEER, and professional experience and engineering judgement. Utility Conflict Coordination Package • ENGINEER will upload a set of plans in PDF format with the utility conflicts highlighted and a Utility Conflicts Table of those conflicts in the City's document management system (BIM 360). The PDF file should be created directly from the CAD files. At each design milestone, the City PM will issue a Utility Clearance Letter to be accompanied by said plans and table to all utility companies which have facilities within the limits of the project for coordination. • ENGINEER will conduct up to two (2) individual private utility coordination meetings to communicate the improvements project and communicate the required private utility relocation. • ENGINEER will obtain private utility as-builts and upload documents to the City's document management system (BIM 360). • ENGINEER will conduct up to one (1) site visit to review the private utility relocation effort and report any found discrepancies to the CITY and the private utility company. Final Design (100%) Plans: • ENGINEER will progress, update, or revise the design plans. Final Design (100%) Project Manual (Contract and Specifications) • ENGINEER will prepare the Project Manual (Contract and Specifications) using the CITY's front end and technical specifications. The ENGINEER will supplement the technical specifications, as needed. Opinion of Probable Construction Cost • ENGINEER will develop an opinion of probable construction cost(OPCC) based on design plans. Sources of data used in the preparation of the OPCC include, but are not limited to, construction data aggregation services, similar past project performed by ENGINEER, and professional experience and engineering judgement. Utility Conflict Coordination Package • ENGINEER will upload a set of plans in PDF format with the utility conflicts highlighted and a Utility Conflicts Table of those conflicts in the City's document management system (BIM 360). The PDF file should be created directly from the CAD files. At each design milestone, the City PM will issue a Utility Clearance Letter to be accompanied by said plans and table to all utility companies which have facilities within the limits of the project for coordination. City of Fort worth,Texas Page 11 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 11 of 24 FORT WORTH.; ASSUMPTIONS • Three (3) copies of half size (11"x17") plans for 90% and 100% Design. • Two (2) set of the Project Manual (Contract and Specifications)for 90% and 100% Design. • Three (3) copies of opinion of probable construction cost for 90% and 100% Design. • Electronic copy(PDF) of the plans, project manual, and OPCC (uploaded to BIM360)for 90% and 100% Design. Electronic copy of plan submittal (PDF)will be created from design CAD drawings. DELIVERABLES A. Final Design Plans (90% and 100%) B. Final Design Project Manual (Contract and Specifications) (90% and 100%) C. Final Design QA/QC Documentation (from Task 10) D. Final iSWM Checklist (90% and 100%) E. Opinion of Probable Construction Cost (90% and 100%) F. Utility Conflict Coordination Package (90% and 100%) TASK 5. BID PHASE SERVICES. The CITY reserves the right to bid the project either via traditional project bid to via unit price alternative delivery. ENGINEER will support the bid phase of the project as follows. 5.1. Bid Support • The ENGINEER shall upload all plans and contract documents onto the City's document management system (BIM 360)for access to potential bidders. • Contract documents shall be uploaded in a single PDF file. • Unit Price Proposal documents are to be created utilizing the city's unit price tool only and combined in a specified spreadsheet workbook, Bid Proposal Worksheet Template, that will be populated and configured so that all pages are complete and the Summary Worksheet(s) in the workbook detail and automatically summarize the totals from the inserted Unit Price Proposal document worksheets. • Plan Sets are to be uploaded to the City's document management system (BIM 360) in two formats, PDF and CAD files. The PDF will consist of one file of the entire plan set. • If requested by prospective bidders, the ENGINEER will sell contract documents at a reasonable price to recover reproduction and document request fulfillment cost. The CITY will not sell hard copies of the contract documents. • The ENGINEER will coordinate with the CITY PM to obtain received "Expressions of Interest"from prospective bidders and from uploaded Plan Holder Registrations in the City's document management system (BIM 360) by contractors. ENGINEER will maintain a plan holders list. City of Fort worth,Texas Page 12 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 12 of 24 FORT WORTH.; • The ENGINEER will develop and implement procedures for receiving and answering bidders' questions and requests for additional information. The procedures shall include a log of all significant bidders questions and requests and the response thereto. The log shall be housed and maintained in the project's folder titled Request for Information. The ENGINEER will provide technical interpretation of the contract bid documents and will prepare proposed responses to all bidder's questions and requests, in the form of addenda. The ENGINEER shall upload all approved addenda onto the City's document management system (BIM 360)and mail addenda to all plan holders. • Attend the pre-bid conference in support of the CITY. • Assist the CITY in determining the qualifications and acceptability of prospective contractors, subcontractors, and suppliers. • When substitution prior to award of contracts is allowed in the contract documents, the ENGINEER will advise the CITY as to the acceptability of alternate materials and equipment proposed by bidders. • Attend the bid opening in support of the CITY. • Tabulate and review all bids received for the construction project, assist the CITY in evaluating bids, and recommend award of the contract. A copy of the Bid Tabulation and the CFW Data Spreadsheet are to be uploaded into the project's Bid Results folder on the City's document management system (BIM 360) Incorporate all addenda into the contract documents and issue conformed sets. • Incorporate all addenda into the contract documents and issue conformed sets. After the bid opening, ENGINEER will provide up to five (5)full size (22"x34") sets and up to seven (7) half size (11"x17") sets of the Conformed Plans and up to two (2) bound copies of the conformed Project Manual set incorporating all approved addenda. ASSUMPTIONS • The project will be bid only once and awarded to one contractor. • Construction documents will only be made available on the City's document management system (BIM 360)for plan holders and/or given to plan viewing rooms. • Construction documents will not be printed and made available for purchase by plan holders and/or given to plan viewing rooms. • PDF and CAD files will be uploaded to the City's document management system (BIM 360). • The project will be bid via the design, bid, and build process. DELIVERABLES A. Addenda (up to three (3)) B. Bid Tabulations C. Recommendation of Award Letter D. Confirmed Plans and Project Manual City of Fort worth,Texas Page 13 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 13 of 24 FORT WORTH.; TASK 6. CONSTRUCTION PHASE SERVICES. ENGINEER will support the construction phase of the project as follows. 6.1. Construction Support • The ENGINEER shall attend the pre-construction conference. • After the pre-construction conference, the ENGINEER shall provide project exhibits and attend one (1) public meeting to help explain the proposed project to residents. The CITY shall select a suitable location or media and mail notices to the nearby residents and other stakeholders. • The ENGINEER shall attend bi-weekly construction progress meetings during the duration of construction. The ENGINEER will prepare or collaborate with the CITY PM on a Construction Progress Report using the CITY's standard format and upload in the City's document management system (BIM 360). During the bi-weekly construction progress meetings, the ENGINEER will meet with the Project Delivery Team and Contractor on-site to review any field changes. • The ENGINEER will attend meetings with concerned citizens in coordination with the CITY. • The ENGINEER shall review shop drawings, samples and other submittals submitted by the contractor for general conformance with the design concepts and general compliance with the requirements of the contract for construction. Such review shall not relieve the Contractor from its responsibility for performance in accordance with the contract for construction, nor is such review a guarantee that the work covered by the shop drawings, samples and submittals is free of errors, inconsistencies or omissions. The ENGINEER shall log and track all shop drawings, samples and other submittals in Buzzsaw. • As requested by the CITY, the ENGINEER shall provide necessary interpretations and clarifications of contract documents, respond to Request for Information (RFI) from the contractor, review change orders, and make recommendations as to the acceptability of the work. • The ENGINEER shall attend the "Final" project walk through and assist with preparation of final punch list. 6.2 Record Drawings • The ENGINEER shall prepare record drawings from information provided by the CITY depicting any changes made to the Final Drawings during construction. Information provided by the CITY may include, but is not limited to the following: o As-Built Survey o Red-Line Markups from the Contractor o Red-Line Markups from City Inspector o Copies of Approved Change Orders o Approved Substitutions City of Fort worth,Texas Page 14 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 14 of 24 FORT WORTH.; • The ENGINEER shall modify the Final Drawings electronically and shall place a stamp on the plans indicating that they represent Record Drawings of the project as constructed. The stamp shall be signed and dated by the ENGINEER and shall be placed on each plan sheet, whether there are any revisions on the sheet or not. Each sheet shall clearly indicate all changes which apply to that sheet by clouding and numbering, or other suitable means. • The following disclaimer shall be included with the Record Drawing stamp: These Record Drawings were prepared using information provided by others and represent the as constructed conditions to the extent that documented changes were provided for recording. The ENGINEER assumes no liability for undocumented changes and certifies only that the documented changes are accurately depicted on these drawings. • The ENGINEER shall submit a set of sealed Final Drawings, modified and stamped as Record Drawings, in Adobe Acrobat PDF format (version 6.0 or higher). The ENGINEER may keep copies of the information provided by the CITY for their files, but all original red-lined drawings shall be returned to the CITY with the digital files. • There shall be one (1) PDF file and one (1) DWF file for the TPW plan set and a separate PDF and DWF file for the Water plan set, if required. Each PDF and DWF file shall contain all associated sheets of the particular plan set. Singular PDF files for each sheet of a plan set will not be accepted. PDF and DWF files shall conform to naming conventions as follows: I. TPW file name example—"W-1956—org47.pdf'where"W-1956" is the assigned file number obtained from the CITY, "_org" designating the file is of an original plan set, "47" shall be the total number of sheets in this file. Example: W-0053—org3.pdf and K-0320 org5.pdf II. Water and Sewer file name example—"X-35667_org36.pdf" where "X-35667" is the assigned file number obtained from the CITY, "_org" designating the file is of an original plan set, "36" shall be the total number of sheets in this file. Example: X-12755—org18.pdf PDF files shall be uploaded to the project's Record Drawing folder in the City's document management system (BIM 360). For information on the proper manner to submit files and to obtain a file number for the project, the ENGINEER should coordinate with the City project manager. File numbers will not be issued to a project unless the appropriate project numbers and fund codes have been assigned and are in the Department of Transportation and Public Works database. ASSUMPTIONS • One (1) Pre-Construction Meeting. • One (1) Public Meeting. • Up to Twelve (12) Bi-Weekly Construction Progress Meetings. City of Fort worth,Texas Page 15 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 15 of 24 FORT WORTH.; • Up to Three (3) Meetings with Concerned Citizens • Up to Ten (10) Submittal Reviews. • Up to Three (3) Requests for Information. • Up to Two (2) Change Orders. • One (1) Final Walk Through Meeting. DELIVERABLES A. Public Meeting Exhibits C. Response to Contractor's Request for Information D. Review of Change Orders E. Review of Submittals F. Final Walk Through Punch List Items G. Record Drawings City of Fort worth,Texas Page 16 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 16 of 24 FORT WORTH.; TASK 7. ROW/EASEMENT SERVICES. ENGINEER will support and perform activities related to ROW and land as outlined below, per scoping direction and guidance from the CITY's Project Manager. 7.1. Right-of-Way Research • The ENGINEER shall determine rights-of-way, easements needs for construction of the project. Required temporary and permanent easements will be identified based on available information and recommendations will be made for approval by the CITY. 7.2. Right-of-Way/Easement Preparation and Submittal. • The ENGINEER shall prepare documents to be used to obtain right-of-way and permanent and/or temporary easements required to construct the improvements. • The ENGINEER will prepare a ROW and Easement parcel reference map showing and designating all land interest for project. The map will be revised as necessary throughout the land acquisition process. • The documentation shall be provided in conformance with the checklists and templates available on the City's document management system (BIM 360) resources folder. ASSUMPTIONS • City will provide right-of-way/easement acquisition services. • If necessary, City will provide all Environmental Site Assessment (ESA) services on all property acquisitions. • Right-of-Way research includes review of property/right-of-way records based on current internet based Tarrant Appraisal District (TAD) information available at the start of the project and available on-ground property information (i.e. iron rods, fences, stakes, etc.). It does not include effort for chain of title research, parent track research, additional research for easements not included in the TAD records, right- of-way takings, easement vacations and abandonments, right-of-way vacations, and street closures. DELIVERABLES A. Up to three (3) proposed right-of-way documents B. Up to three (3) proposed temporary or permanent easement documents C. Up to three (3) preliminary staking of proposed easement D. ROW and Easement parcel reference map City of Fort worth,Texas Page 17 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 17 of 24 FORT WORTH.; TASK 8. SURVEY AND SUBSURFACE UTILITY ENGINEERING SERVICES. ENGINEER will provide survey support as follows. 8.1. Design Survey • ENGINEER will perform field surveys to collect horizontal and vertical elevations and other information needed by ENGINEER in design and preparation of plans for the project. Information gathered during the survey shall include topographic data, elevations of all sanitary and adjacent storm sewers, rim/invert elevations, location of buried utilities, structures, trees (measure caliper, identify overall canopy, and have qualified arborist identify species of trees), and other features relevant to the final plan sheets. Existing drainage at intersections will be verified by field surveys. Spot elevations will be shown on intersection layouts with cross slope to fit intersecting grade lines. • The minimum survey information to be provided on the plans shall include the following: — A Project Control Sheet, showing ALL Control Points, used or set while gathering data. Generally on a scale of not less than 1:400: — The following information about each Control Point; a. Identified (Existing. CITY Monument#8901, PK Nail, 5/8" Iron Rod) b. X, Y and Z Coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on CITY Datum only. c. Descriptive Location (Ex. Set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). — Coordinates on all P.C.'s, P.T.'s, P.I.'s, Manholes, Valves, etc., in the same coordinate system, as the Control. — No less than two horizontal bench marks, per line or location. — Bearings given on all proposed centerlines, or baselines. — Station equations relating utilities to paving, when appropriate. • Right-of-Way research includes review of property/right-of-way records based on current internet-based Tarrant Appraisal District (TAD) information available at the start of the project and available on-ground property information (i.e. iron rods, fences, stakes, etc.). It does not include effort for chain of title research, parent track research, additional research for easements not included in the TAD records, right- of-way takings, easement vacations and abandonments, right-of-way vacations, and street closures. 8.2. Temporary Right of Entry Preparation and Submittal • Prior to access of private property for the collection of existing conditions survey data, the ENGINEER will prepare, mail, and monitor up to ten (10)temporary right of entry letters. City of Fort worth,Texas Page 18 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 18 of 24 FORT WORTH.; • The documentation shall be provided in conformance with the checklists and templates available on the City's document management system resources folder. 8.3. Subsurface Utility Engineering • ENGINEER will perform the Level A-D Subsurface Utility Engineering (SUE)work required for this project in general accordance with the recommended practices and procedures described in ASCE Publication Cl/ASCE 38-02 (Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data). As described in the mentioned ASCE publication, four levels have been established to describe the quality of utility location and attribute information used on plans. The four quality levels are as follows: Quality Level D (QL"D")— Information derived from existing utility records; Quality Level C (QL"C") - QL"D" information supplemented with information obtained by surveying visible above-ground utility features such as valves, hydrants, meters, manhole covers. Quality Level B (QL"B")—Two-dimensional (x,y) information obtained through the application and interpretation of non-destructive surface geophysical methods. Also known as "designating" this quality level provides the horizontal position of subsurface utilities within approximately one foot. Quality Level A (QL"A")—Three dimensional (x,y,z) utility information obtained utilizing non-destructive vacuum excavation equipment to expose utilities at critical points which are then tied down by surveying. Also known as "locating", this quality level provides precise horizontal and vertical positioning of utilities within approximately 0.05 feet. • Utilities to be designated include gas, telecommunications, electric, drainage, water and sanitary sewer. • ENGINEER will designate the known subsurface utilities within the project limits utilizing geophysical equipment (electromagnetic induction, magnetic)to designate metallic/conductive utilities (e.g. steel pipe, electrical cable, telephone cable). • ENGINEER will provide appropriate traffic control measures (barricades and signs). • ENGINEER will utilize non-destructive vacuum excavation equipment to excavate test holes at the required locations. Due to the risk of damage, ENGINEER will not attempt to probe or excavate test holes on any AC water lines unless approval is obtained from the CITY in advance. ENGINEER will record the utility type, size, material, depth to top, and general direction. Each test hole will be assigned a unique ID number and will be marked with a nail/disk. The test-hole ID number and other pertinent utility information will be painted at each test-hole location. • ENGINEER will provide up to four(4)test holes (estimated to be between 8 and 12 feet in depth and within existing pavement) Subsurface Utility Engineering (SUE)to Quality Level A, as described below: o Expose and locate utilities at specific locations. o Tie horizontal and vertical location of utility to survey control. o Provide utility size and configuration. o Provide paving thickness and type, where applicable. City of Fort worth,Texas Page 19 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 19 of 24 FORT WORTH.; o Provide general soil type and site conditions and such other pertinent information as is reasonably ascertainable from each test hole site. o Backfill cored holes within existing concrete pavement with temporary concrete pavement to a minimum of 9" in depth. ASSUMPTIONS • Up to four(4) Level A test holes are included (estimated to be between 8 and 12 feet in depth and within existing pavement). DELIVERABLES A. Drawing of the project layout with dimensions and coordinate list. B. SUE plan drawings sealed by a professional engineer registered in the State of Texas. TASK 9. PERMITTING. ENGINEER will provide permitting support for the CITY to obtain any and all agreements and/or permits normally required for a project of this size and type, as follows 9.1 Texas Department of Licensing and Regulation (TDLR) • Identify and analyze the requirements of the Texas Architectural Barriers Act, Chapter 68 Texas Administrative Code, and become familiar with the governmental authorities having jurisdiction to approve the design of the Project. • ENGINEER is responsible for providing plans that are in compliance with TDLR requirements. • Submit construction documents to the TDLR • Completing all TDLR forms/applications necessary • Obtain the Notice of Substantial Compliance from the TDLR • Request an inspection from a TDLR locally approved Registered Accessibility Specialist no later than 30 calendar days after construction substantial completion. Advise the CITY in writing of the results of the inspection. • Responding to agency comments and requests • All costs associated with TDLR plan review and inspections are to be paid by the ENGINEER during the course of the project. 9.2 Grading Permit • ENGINEER will prepare and submit a Grading Permit Application. • All applicable application fees will be paid for by the CITY. 9.3 Storm Water Pollution Prevention Plan (SWPPP) • For projects that disturb an area greater than one (1) acre, the Contractor will be responsible for preparing and submitting the Storm Water Pollution Prevention Plan (SWPPP)with appropriate regulatory agencies. The Engineer will prepare the iSWM Construction Plan according to the current CITY iSWM Criteria Manual for Site City of Fort worth,Texas Page 20 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 20 of 24 FORT WORTH.; Development and Construction which will be incorporated into the SWPPP by the contractor. ASSUMPTIONS • TxDOT Permit is not required for the project • Railroad Permit is not required for the project • CLOMR or LOMR is not required for the project • Tree Removal Permit is not required for the project • Urban Forestry Permit not required for the project • Stormwater Permit not required for the project • Project can be completed within USACE NWP and a PCN (or verification of authorization) is not required for this project • No mitigation (or tree replacement)will be necessary for the trees removed with this improvements project. • SWPPP documentation and Grading Permit will begin after Conceptual Design. • TDLR permit will be completed with Final Design. DELIVERABLES A. Copies of Permit Applications B. Copies of Approved Permits City of Fort worth,Texas Page 21 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 21 of 24 FORT WORTH.; TASK 10. QUALITY CONTROL/QUALITY ASSURANCE ENGINEER to provide to the City a Quality Control/Quality Assurance Plan (QC/QA Plan) outlining the ENGINEER's method of ensuring the highest levels of design and accuracy are incorporated into the calculations, plans, specifications, and estimates. ENGINEER is responsible for and shall coordinate all subconsultant activity to include quality and consistency of plans. If, at any time, during the course of reviewing a submittal of any item it becomes apparent to the CITY that the submittal contains errors, omissions, and inconsistencies, the CITY may cease its review and return the submittal to the ENGINEER immediately for appropriate action. A submittal returned to the ENGINEER for this reason may be rejected by the CITY Project Manager. 10.1. QC/QA of Survey and SUE Data • The ENGINEER's Surveyor shall perform Quality Control/Quality Assurance on all procedures, field surveys, data, and products prior to delivery to the CITY. The CITY may also require the ENGINEER's Surveyor to perform a Quality Assurance review of the survey and/or subsurface utility engineering (SUE)work performed by other surveyors and SUE providers. • ENGINEER's Surveyor shall certify in writing via a letter that the survey information provided has undergone a Quality Control/Quality Assurance process. • ENGINEER's Subsurface Utility Engineering provider shall certify in writing via a letter that the SUE information provided has undergone a Quality Control/Quality Assurance process. 10.2. QC/QA of Design Documentation • ENGINEER shall perform a QC/QA review of all documents being submitted for review at all stages of the design including the 30%, 60%, and 90% and Final Document design review submittals. QA should be performed by an individual within the firm who is not on the design team. • ENGINEER is to acknowledge that each item on the Detailed Checklist has been included by checking "done" on the checklist. If a particular checklist item is not applicable, this should be indicated by checking "N/A". If an entire checklist is not applicable, this should be indicated by checking every item on the list as "N/A" and still included with the submittal. The ENGINEER shall use the Detailed Checklist provided by CITY. • A Comment Resolution Log must be used to document conflicting comments between reviewers and to highlight comments made by the CITY that the ENGINEER is not incorporating into the design documents along with the associated explanation. The ENGINEER shall use the Comment Resolution Log provided by CITY. • The documentation of a QC/QA review includes (1) a copy of the color-coded, original marked-up document (or"check print") developed during the QA checking process and/or review forms which sequentially list documents and associated comments; and (2) a QC sign-off sheet with signatures of the personnel involved in City of Fort worth,Texas Page 22 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 22 of 24 FORT WORTH.; the checking process. Mark-ups may also be documented using the Comment Resolution Log. • Evidence of the QC/QA review will be required to accompany all submittals. Documentation shall include, but is not limited to, the following items: - PDF of the completed Detailed Checklists - PDF of the QC/QA check print of the calculations, plans, specifications, and estimates demonstrating that a review has been undertaken; - PDF of previous review comments (if any) and the ENGINERR's responses to those comments in the Comment Resolution Log. • If any of the above information is missing, is incomplete or if any comments are not adequately addressed; the CITY may contact the ENGINEER and request the missing information. If the ENGINEER does not respond to the request within 24 hours, the CITY shall reject the submittal. No additional time will be granted for a returned submittal. • If the ENGINEER has not adequately addressed the comments, the submittal shall be rejected and returned to the ENGINEER immediately to address the issues. ASSUMPTIONS • All submittals to the CITY will be quality checked prior to submission. • A PDF of the QC/QA documentation will be uploaded to the project folder in the City's document management system (BIM360). DELIVERABLES A. QC/QA documentation City of Fort worth,Texas Page 23 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 23 of 24 FORT WORTH.; ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES Additional Services not included in the existing Scope of Services — CITY and ENGINEER agree that the following services are beyond the Scope of Services described in the tasks above. However, ENGINEER can provide these services, if needed, upon — be sure to track changes. the CITY's written request. Any additional amounts paid to the ENGINEER as a result of any material change to the Scope of the Project shall be agreed upon — be sure to track changes. in writing by both parties before the services are performed. These additional services include the following: • Negotiation of easements or property acquisition. • Services related to development of the CITY's project financing and/or budget. • Services related to disputes over pre-qualification, bid protests, bid rejection and re- bidding of the contract for construction. • Construction management and inspection services • Performance of materials testing or specialty testing services. • Services necessary due to the default of the Contractor. • Services related to damages caused by fire, flood, earthquake or other acts of God. • Services related to warranty claims, enforcement and inspection after final completion. • Services to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. • Performance of miscellaneous and supplemental services related to the project as requested by the CITY. • Effort exceeding those outlined in the "Assumptions" section of each task description. • Survey documents exceeding the number shown in the contract. • Level A SUE test holes exceeding the number shown in the contract. • Inspection during construction phase of project. • Geotechnical engineering services. • Stormwater modeling (HEC-RAS) of earthen channel along westside of project/ right-of- way line. City of Fort worth,Texas Page 24 of 24 Attachment A Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 24 of 24 ATTACHMENT B COMPENSATION Design Services for Forest Hill Drive and Royal Crest Drive Intersection Improvements City Project No. 103308 Time and Materials with Rate Schedule Project I. Compensation A. The ENGINEER shall be compensated for personnel time, non-labor expenses, and subcontract expenses in performing services enumerated in Attachment A as follows: i. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Category Rate for the ENGINEER's team member performing the work. Labor Category Rate as presented in the rate schedule table below is the rate for each labor category performing the work and includes all direct salaries, overhead, and profit. LABOR CATEGORY RATE $/HOUR ** Professional 1 $112 Professional 2 $137 Professional 3 $153 Professional 4 $177 Professional 5 $207 Professional 6 $236 Construction Manager 1 $97 Construction Manager 2 $120 Construction Manager 3 $131 Construction Manager 4 $164 Construction Manager 5 $197 Construction Manager 6 $225 Construction Representative 1 $87 Construction Representative 2 $97 Construction Representative 3 $120 Construction Representative 4 $131 CAD Technician/Desi ner 1 $96 CAD Technician/Desi ner 2 $123 CAD Technician/Desi ner 3 $152 Corporate Project Support 1 $91 Corporate Project Support 2 $110 Corporate Project Support 3 $146 Intern /Coo $56 Senior Advisor $175 Provided rates are 2022 rates,which will be adjusted annually in February. City of Fort Worth,Texas Attachment B Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 1 of 4 B-1 ATTACHMENT B COMPENSATION ii. Non-Labor Expenses. Non-labor expenses shall be reimbursed as Direct Expenses at invoice or internal office cost. Direct Expenses (non-labor) include, but are not limited to, mileage, travel and lodging expenses, mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. iii. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost to ENGINEER plus a markup of ten percent(10%). iv. Budgets. ENGINEER will make reasonable efforts to complete the work within the budget and will keep the City informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. ENGINEER is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay ENGINEER beyond these limits. If ENGINEER projects, in the course of providing the necessary services, that the PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions, the ENGINEER shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. When any budget has been increased, ENGINEER's excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. B. The ENGINEER shall be paid monthly payments as described in Section II - Method of Payment. II. Method of Payment A. The ENGINEER shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the ENGINEER, based on the actual hours and costs expended by the ENGINEER in performing the work. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER. C. ENGINEER shall prepare and submit invoices in the format and including content as presented in Exhibit B-1. D. Payment of invoices will be subject to certification by the City that such work has been performed. City of Fort Worth,Texas Attachment B Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 2 of 4 B-2 ATTACHMENT B COMPENSATION III. Progress Reports A. The ENGINEER shall prepare and submit to the designated representative of the Transportation and Public Works Department monthly progress reports and schedules in the format required by the City. IV. Summary of Total Project Fees Firm Primary Responsibility Fee Amount % Prime Consultant Freese and Nichols, Inc. Project Management and $232,645.00 84.3% Design Services Prime Consultant Total: $232,645.00 84.3% MBENVBE Sub-Consultants Yellow Rose Mapping LLC Topographic Survey, $20,300.00 7.4% Boundary Survey, and Survey Document Services The Rios Group, Inc. Subsurface Utility Engineering $19,450.00 7.0% and Locating Services GRAM Traffic North Texas, Inc. Traffic Counts $1,000.00 0.4% MBE/WBE Sub-Consultants Total: $40,750.00 14.8% Non-MBE/WBE Consultants K+K Associates, LLP TDLR/TAS Review and $2,500.00 0.9% Inspection Services Non-MBE/WBE Consultants Total: $2,500.00 0.9% TOTAL $275,895.00 100.0% Project Number& Name Total Fee MBE/WBE Fee MBE/WBE CPN 103308— Forest Hill Drive and $275,895.00 $40,750.00 14.8% Royal Crest Drive Intersection Improvements City MBE/WBE Goal = 14.0% Consultant Committed MBE/WBE Goal = 14.0% City of Fort Worth,Texas Attachment B Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 3 of 4 B-3 EXHIBIT "B-1" ENGINEER INVOICE (Supplement to Attachment B) Insert required invoice format following this page, including negotiated total budget and allocations of budgets across desired work types and work phases. City of Fort Worth,Texas Attachment B Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 4 of 4 B-4 § _\ } E ' k / u - 2W ! • � ' Re 2f k� \ \ s � - £ 0 cL / 10 SEE CO) ka moo « _ � ° g - � ) / @ @ WE } Er § § 0 § � R a Im« « " Al N` ƒ £ _ g 0 � _ » { :t § ( ( ck o . E a- � f 2 E « \ILa )E/ Em G\ [ a a ; ;;! o U A Lg ■ 0 � § LD � c �b § k ƒ A Ek�� - ; k ° CL _ £ A ) A La b £ I 2 A - � § § � m -a E o_ . g ■ � � ] o v $e # 2 � 0§ } } k 2 ■ _■o� ��#� # �)k � ii k ° §k@ s� m� mass q ■ Z-aa CD� a � a - p- - -p §z o § :0622 0 . . . . .. o� IL ab u 0 ■wawa/ $ � � � � �� °° CD 40 � k .0� L 3f! {�2 ....................... - - !! ■ NO § CLCL © k k # )§.(d§()§B)d%)d)) a CL ! § ■ . k d § | k IS e «, ° a) Ix & // & E f - 6! [# \ ) / _ f}} + g 22a£ Eo Z. f to cs co i =Z3) \) § cs kCN 9 # 7`7 = ©©!!!|���!!! 2 a! ■ | $ $ 6] L/ /a C -IS,IS R ||kƒf$( )/ a CL r g $ /# k a : �,-!! J!! ! k \ƒ 2 % u |! |! | |!!!l..l.11 . . .,,,!` o . . . . . . l, l,;;l;l,«««. . .�J ƒ■ la la �Ik2k$$22 �g§§1§�9§§�&° °E! k �) z § co co) v __ « !!�l�Aaalk a , ° F- F- E § _\ } k / u - 2 � { kme ) _ l 21 c ■ f CLs E �j I | � E 2 i § � k k .0 = E M M § 3 0c # # « - 7 k IL k0� | ( _ k � 2� 0c § $ ! LL c :7 i$ 2 � § 0 > k \ Usto / E%\ E § Ek - _ _; ƒ @ iiz �! 7af§ ■ \ / \ > « « 0 « o ° rW k / LL 12 b � \ / £ v % ; p | _ & 6 rm ) ■ I - ■ o 77§f Cl) E SS ■ LL } co co _ ■ ca E ° •• b � |� 0 > § 2 $� �7066 " ® \k �� � ■2 ,=lz-Soo § // 2 ,ƒf k2 as ; • • • = { §z 0 o E CLCL 0 a OD- E #o�#� e IL ab■�ba z ■■aaWE a k °° I�I���I� ��i� ��i����i� ��1� I����I� ��I� I����I��-��I� I'�11I1�-11I1 I����I�� ��I1 ��I� � �, e s i � ����I�� I������' 11�1■11�1111� ' ' Illl�l�l����i 1111�11,1l11� 'i� ' �� �� ATTACHMENT "C" CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Design Services for Forest Hill Drive and Royal Crest Drive Intersection Improvements City Project No. 103308 No changes to Standard Agreement City of Fort Worth,Texas Attachment C Forest Hill Drive and Royal Crest Drive Intersection Improvements PMO Release Date:02.06.2015 CPN 103308 Page 1 of 1 FORT WORTH ATTACHMENT "D" PROJECT SCHEDULE A. ENGINEER Project Schedule Development ENGINEER shall prepare a project schedule for the services to be provided in fulfilling the requirements of the Agreement and encompassing the Scope of Work defined in Attachment A to the Agreement. ENGINEER shall prepare and maintain project schedule throughout the life of the project as defined in the Agreement in compliance with the City's Specification 00 31 15 entitled Engineer Project Schedule. ENGINEER's project schedule will follow the Critical Path Methodology (CPM) for planned sequencing of the work activity and timing of the work. B. Schedule "Tier" Selection City has identified three "Tier" levels for project schedules as defined in City's Specification 00 31 15, to align with the size and complexity of the project as a basis for schedule development. City's Project Manager will determine the "Tier" level for the ENGINEER's project schedule as part of the negotiation of the Agreement. C. Project Baseline Schedule ENGINEER will produce an initial project schedule and submit as a "baseline" for review and acceptance by City's Project Manager as defined in City's Specification 00 31 15 which will be referred to as the Project Baseline Schedule. Updates to the baseline schedule follow the requirements of City's Specification 00 31 15. D. Project Progress Schedule ENGINEER will provide to the City, monthly updates to their project schedule indicating progress of the Work in compliance with the requirements of City's Specification 00 31 15 and said schedule will be referred to as the Project Progress Schedule. E. Master Project Schedule City will develop and maintain a master project schedule for the overall project. ENGINEER's project baseline and progress schedule submittals will be an integral part of the development and updating process of City's Master Project Schedule. City of Fort Worth,Texas Attachment D Forest Hill Drive and Royal Crest Drive Intersection Improvements Revision Date:07.20.2018 CPN 103308 Page 1 of 1 g d _ 3 _ R 8 F i $ o F 4 8 e 8 6 8 8 5 € s za �x I o � a � $ i ° € ------------------------------------------- ------- ---------- - s " ss ---------- -------------------- ---------------- - -------------------------------------------- p g a a a s la a s a a a a S .a, A a a a a At g a a a A A a _a a R a a a a a Y I Q 4 O O 9 q A a A 3 A A F A A S 7 �. g.. - •` � �'a =•fib.• - ��{""'+r�� f ram• -17 dr 1p Lu .. ��. LU LL O . IL -- 3/U21a IIIH 1S3210d - ,... LU i ww > _ wIL _r rf c , N W Z V d r _ > co W p� CL M = r � H 40 .2 V IL � - .,r Ij _ = N LL EXHIBIT F CITY OF FORT WORTH STANDARD INSURANCE REQUIREMENTS (1) INSURANCE LIMITS a. Commercial General Liability — Insured shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance as follows: $1,000,000 each occurrence $2,000,000 aggregate If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Project or location. i. City shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to City. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless City specifically approves such exclusions in writing. ii. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered bythe commercial general liability or commercial umbrella liability insurance maintained in accordance with Agreement. b. Business Auto — Insured shall maintain business auto liability and, if necessary, commercial umbrella liability insurance as follows: $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Such insurance shall cover liability arising out of "any auto", including owned, hired, and non-owned autos,when said vehicle is used in the course of Insured's business and/or the Project. If Insured owns no vehicles, coverage for hired or non-owned autos is acceptable. Insured waives all rights against City and its agents,officers,directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by Insured pursuant to this Agreement or under any applicable auto physical damage coverage. CFW Standard Insurance Requirements Page 1 of 3 Rev. 5.04.21 c. Workers'Compensation — Insured shall maintain workers compensation and employer's liability insurance and, if necessary, commercial umbrella liability insurance as follows: Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee Insured waives all rights against City and its agents,officers,directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by Insured pursuant to this Agreement. d. Professional Liability (Errors & Omissions) — Insured shall maintain professional liability insurance as follows: $1,000,000 - Each Claim Limit $2,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be written on a claims-made basis, and maintained for the duration of the contractual agreement and for five (5) years following completion of services provided. The policy shall contain a retroactive date prior or equal to the Effective Date of the Agreement or the first date of services to be performed,whichever is earlier. An annual certificate of insurance shall be submitted to City to evidence coverage. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that Insured has obtained all required insurance shall be attached to Agreement concurrent with its execution.Any failure to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. b. Applicable policies shall be endorsed to name City as an Additional Insured, as its interests may appear, and must afford the City the benefit of any defense provided by the policy. The term City shall include its employees, officers, officials, and agents as respects the contracted services.Applicable policies shall each be endorsed with a waiver of subrogation in favor of City with respect to the Project. c. Certificate(s) of insurance shall document that insurance coverage limits specified in this Agreement are provided under applicable policies documented thereon. Insured's insurance policy(s) shall be endorsed to provide that said insurance is primary protection and any self-funded or CFW Standard Insurance Pequirements Page 2 of 3 Rev. 5.04.21 commercial coverage maintained by City shall not be called upon to contribute to loss recovery. Insured's liability shall not be limited to the specified amounts of insurance required herein. d. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. City must approve in writing any alternative coverage for it to be accepted. e. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be provided to City. A ten (10)days'notice shall be acceptable in the event of non-payment of premium. f. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VII or equivalent measure of financial strength and solvency as determined by the City's Risk Management division. g. Any deductible or self-insured retention in excess of $25,000 that would change or alter the requirements herein is subject to approval in writing by City, if coverage is not provided on a first-dollar basis. City, at its sole discretion,may consentto alternative coverage maintained through insurance pools or risk retention groups.Dedicated financial resources or letters of credit may also be acceptable to City. h. In the course of the Agreement, Insured shall report, in a timely manner, to City's Risk Management Department with additional notice to the Contract Compliance Manager, any known loss or occurrence which could give rise to a liability claim or lawsuit against City or which could result in a property loss. i. City shall be entitled, upon its request and without incurring expense, to review Insured's insurance policies including endorsements thereto and, at City's discretion, Insured may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims- made basis, shall contain a retroactive date coincidentwith or priorto the date of this Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages,whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Project until final payment and termination of any coverage required to be maintained after final payments. I. City shall not be responsible for the direct payment of any insurance premiums required by Agreement. m. Subcontractors of Insured shall be required by Insured to maintain the same or reasonably equivalent insurance coverage as required for Insured. Upon City's request, Insured shall provide City with documentation thereof. CFW Standard Insurance Pequirements Page 3 of 3 Rev. 5.04.21 Policy#42 XHU OL5747 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF OTHER INSURANCE CONDITION - PRIMARY OR PRIMARY AND NON-CONTRIBUTORY WHEN REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT FOR SCHEDULED ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: UMBRELLA LIABILITY POLICY SCHEDULE Name Of Additional Insured Person(s) Designated Project(s) Or Location(s) Or Organization s : I Of Covered Operations: BLANKET TO ALL THAT ARE REQUIRED BLANKET TO ALL THAT ARE REQUIRED BY WRITTEN CONTRACT BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. I. With respect to those person(s) or b. Unless the limits of liability specified in organization(s) shown in the Schedule above such written contract, written agreement when you have agreed in a written contract or or permit are greater than the limits written agreement to provide insurance such as shown for"underlying insurance"; or is afforded under this policy to them, Paragraph c. Beyond the period of time required by B.2 of Section III — Who Is An Insured is the written contract or written replaced by the following: agreement. 2. Any person or organization with whom you In no event shall any coverage afforded to agreed, because of a written contract, any such person or organization apply to any written agreement or because of a permit claim or"suit"to which "underlying insurance" issued by a state or political subdivision, to does not apply. Coverage provided by this provide insurance such as is afforded under policy for any such additional insured will this policy, but only with respect to your follow the provisions, exclusions and operations, "your work" or facilities owned or limitations of the"underlying insurance". used by you. This provision does not apply: II. Solely as respects the insurance afforded to any person or organization qualifying as an a. Unless the written contract or written additional insured under Paragraph I. above, the agreement has been executed, or the Other Insurance condition in Section VI — permit has been issued prior to the Conditions is replaced by the following: "bodily injury", "property damage", or "personal and advertising injury"; and Form XL 24 59 09 13 Page 1 of 2 © 2013, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission.) Policy#42 XHU OL5747 G. Other Insurance Paragraphs a. and b. do not apply to 1. This policy shall apply in excess of all other insurance on which the additional "underlying insurance" whether or not insured qualifies as an additional valid and collectible. It shall also apply in insured pursuant to the terms of that excess of other valid and collectible policy or has been added as an insurance (except other insurance additional insured by endorsement. purchased specifically to apply in 3. Method Of Sharing excess of this insurance) which also If all of the other insurance permits applies to any loss for which insurance contribution by equal shares, we will is provided by this policy. follow this method also. Under this These excess provisions apply, whether approach each insurer contributes equal such other insurance is stated to be: amounts until it has paid its applicable a. Primary; limit of insurance or none of the loss b. Contributing; remains, whichever comes first. C. Excess;or If any of the other insurance does not permit contribution by equal shares, we d. Contingent. will contribute by limits. Under this 2. However, the following provisions apply method, each insurer's share is based to other insurance available to any on the ratio of its applicable limit of person or organization qualifying as an insurance to the total applicable limits of additional insured under Paragraph B.2. insurance of all insurers. of Section III — Who Is An Insured, as III. The following is added to Section IV—Limits Of amended by Item I. of this endorsement Insurance: and who is also an additional insured H. How Limits Apply To Additional Insureds under the Commercial General Liability Coverage Part scheduled in the If you have agreed in a written contract, "underlying insurance": written agreement or permit that another a. Primary Insurance When person or organization be added as an Required By Contract additional insured on the Commercial General Liability Coverage Part scheduled in If you have agreed in a written the "underlying insurance" and such person contract, written agreement or or organization also qualifies as an permit to provide primary insurance additional insured under this policy, the most to the additional insured, then, after we will pay on behalf of such insured is the the "underlying insurance" is lesser of: exhausted, this insurance will be a. The limits of insurance specified in the primary. If other insurance is also written contract, written agreement or primary, we will share with all that permit, less any amounts payable by other insurance by the method any "underlying insurance'; or described in Paragraph 3. below. b. Primary And Non-Contributory To b. The Limits of Insurance shown in the Other Insurance When Required Umbrella Liability Policy Declarations. By Contract Such amount shall be a part of and not in If you have agreed in a written addition to the Limits of Insurance shown in the Umbrella Liability Policy Declarations contract, written agreement, or and described in other provisions of this permit to provide insurance to the Section. additional insured that is primary and non-contributory, then, after the "underlying insurance" is exhausted, this insurance will be primary and we will not seek contribution from the additional insured's own insurance. Page 2 of 2 Form XL 24 59 09 13 Policy Number: 42 XHU OL 5747 'fl ay UMBRELLA LIABILITY POLICY PROVISIONS In this policy the words "you" and "your" refer to the the "bodily injury" or "property damage" Named Insured first shown in the Declarations and occurred, then any continuation, change any other person or organization qualifying as a or resumption of such "bodily injury" or Named Insured under this policy. "We", "us" and "property damage" during or after the "our" refer to the stock insurance company member "policy period" will be deemed to have of The Hartford Financial Services Group Inc. shown been known prior to the "policy period". in the Declarations. 3. "Bodily injury" or "property damage" will be Other words and phrases that appear in quotation deemed to have been known to have marks also have special meaning. Refer to occurred at the earliest time when any DEFINITIONS (Section VII). insured listed under paragraph A. of Section IN RETURN FOR THE PAYMENT OF THE III - Who Is An Insured or any "employee" PREMIUM, in reliance upon the statements in the authorized by you to give or receive notice Declarations made a part hereof and subject to all of of an "occurrence"or claim: the terms of this policy, we agree with you as a. Reports all, or any part, of the "bodily follows: injury" or"property damage"to us or any SECTION I - COVERAGES other insurer; INSURING AGREEMENTS b. Receives a written or verbal demand or A. Umbrella Liability Insurance claim for damages because of the 1. We will pay those sums that the "insured" "bodily injury" or"property damage"; or becomes legally obligated to pay as c. Becomes aware by any other means "damages" in excess of the "underlying that "bodily injury" or "property damage" insurance" or of the "self-insured retention" has occurred or has begun to occur. when no "underlying insurance" applies, B. Exclusions because of "bodily injury", "property This policy does not apply to: damage" or"personal and advertising injury" 1. Pollution to which this insurance applies caused by an Any obligation: "occurrence". But, the amount we will pay as "damages" is limited as described in a. To pay for the cost of investigation, Section IV- LIMITS OF INSURANCE. defense or settlement of any claim or No other obligation or liability to pay sums or suit against any"insured" alleging actual perform acts or services is covered unless or threatened injury or damage of any explicitly provided for under Section II - nature or kind to persons or property INVESTIGATION, DEFENSE, which arises out of or would not have SETTLEMENT. occurred but for the pollution hazard; or 2. This insurance applies to "bodily injury", b. To pay any "damages", judgments, "property damage" or "personal and settlements, loss, costs or expenses advertising injury"only if: that may be awarded or incurred: a. The"bodily injury", "property damage" or i. By reason of any such claim or suit "personal and advertising injury" occurs or any such injury or damage; or during the "policy period"; and ii. In complying with any action b. Prior to the "policy period", no insured authorized by law and relating to listed under Paragraph A. of Section III - such injury or damage. Who Is An Insured and no "employee" As used in this exclusion, pollution authorized by you to give or receive notice hazard means an actual exposure or of an "occurrence"or claim, knew that the threat of exposure to the corrosive, toxic "bodily injury" or "property damage" had or other harmful properties of any solid, occurred, in whole or in part. If such a liquid, gaseous or thermal: listed insured or authorized "employee" a. Pollutants; knew, prior to the "policy period", that b. Contaminants; Form XL 00 03 09 16 Page 1 of 14 ©2016, The Hartford Policy Number: 42 XHU OL 5747 c. Irritants; or (b) Otherwise in the course of d. Toxic substances; transit by or on behalf of the Including: "insured"; or Smoke; (c) Being stored, disposed of, treated or processed in or Vapors; upon any"auto"; Soot; (2) Before the "pollutants" or any Fumes; property in which the Acids; "pollutants" are contained are moved from the place where Alkalis; they are accepted by the Chemicals, and "insured" for movement into or Waste materials consisting of or onto any"auto'; or containing any of the foregoing. (3) After the "pollutants" or any Waste includes materials to be property in which the recycled, reconditioned or "pollutants" are contained are reclaimed. moved from any "auto" to the EXCEPTION place where they are finally delivered, disposed of or This exclusion does not apply: abandoned by the"insured". a. To "bodily injury" to any of your Paragraph (1) above does not apply "employees" arising out of and in to fuels, lubricants, fluids, exhaust the course of their employment by gases or other similar "pollutants" you; or that are needed for or result from b. To injury or damage as to which the normal electrical, hydraulic or valid and collectible "underlying mechanical functioning of an "auto", insurance" with at least the covered by the "underlying minimum limits shown in the insurance"or its parts, if: Schedule of Underlying Insurance a. The "pollutants" escape, seep, Policies is in force and applicable to migrate, or are discharged or the "occurrence". In such event, released directly from an "auto" any coverage afforded by this policy part designed by its for the "occurrence" will be subject manufacturer to hold, store, to the pollution exclusions of the receive or dispose of such "underlying insurance" and to the "pollutants'; and conditions, limits and other provisions of this policy. In the event b. The "bodily injury,' "property that "underlying insurance" is not damage" or "covered pollution maintained with limits of liability as cost or expense" does not arise set forth in the Schedule of out of the operation of any Underlying Insurance Policies, following equipment: coverage under any of the I. Air compressors, pumps and provisions of this exception does not generators, including apply. spraying, welding, building Exception b. does not apply to: cleaning, geophysical exploration, lighting or well "Bodily injury" or "property damage" servicing equipment; and arising out of the actual, alleged or threatened discharge, dispersal, H. Cherry pickers and similar seepage, migration, release or devices mounted on escape of"pollutants": automobile or truck chassis and used to raise or lower (1) That are, or that are contained workers. in any property that is Paragraphs(2) and (3) above do not (a) Being transported or towed apply to "accidents" that occur away by, handled, or handled for from premises owned by or rented movement into, onto or to an "insured" with respect to from, any"auto'; "pollutants" not in or upon an "auto" Page 2 of 14 Form XL 00 03 09 16 Policy Number: 42 XHU OL 5747 covered by the "underlying maintenance, use, entrustment to others, insurance" if: loading or unloading of any aircraft: a. The "pollutants" or any property a. Owned by any"insured"; or in which the "pollutants" are b. Chartered or loaned to any"insured". contained are upset, overturned This exclusion applies even if the claims or damaged as a result of the allege negligence or other wrongdoing in the maintenance or use of the"auto", supervision, hiring, employment, training or and monitoring of others by an insured, if the b. The discharge, dispersal, "occurrence" which caused the "bodily seepage, migration, release or injury" or "property damage" involved the escape of the "pollutants" is ownership, maintenance, use or entrustment caused directly by such upset, to others of any aircraft that is owned or overturn or damage. operated by or rented or loaned to any 2. Workers Compensation And Similar insured. Laws This exclusion does not apply to aircraft that Any obligation of the insured under a is: workers' compensation, disability benefits or a. Hired, chartered or loaned with a paid unemployment compensation law or any crew; but similar law. 3. Contractual Liability b. Not owned by any"insured". Liability assumed by the "insured" under any This exclusion does not apply to "bodily contract or agreement with respect to an injury"to any of your"employees"arising out "occurrence" taking place before the of and in the course of their employment by contract or agreement is executed. you. 4. Personal And Advertising Injury 7. Watercraft This policy does not apply to "personal and "Bodily injury" or "property damage" arising advertising injury". out of the ownership, operation, EXCEPTION maintenance, use, entrustment to others, This exclusion does not apply to the extent loading or unloading of any watercraft. that coverage for such "personal and This exclusion applies even if the claims advertising injury" is provided by"underlying allege negligence or other wrongdoing in the insurance", but in no event shall any supervision, hiring, employment, training or "personal and advertising injury" coverage monitoring of others by an insured, if the provided under this policy apply to any claim "occurrence" which caused the "bodily or "suit" to which "underlying insurance" injury" or "property damage" involved the does not apply. ownership, maintenance, use or entrustment Any coverage restored by this EXCEPTION to others of any watercraft that is owned or applies only to the extent that such coverage operated by or rented or loaned to any provided by the "underlying insurance" is insured. maintained having limits as set forth in the This exclusion does not apply to: Schedule of Underlying Insurance Policies. a. Watercraft you do not own that is: 5. Underlying Insurance (1) Less than 51 feet long, and Any injury or damage: (2) Not being used to carry persons or a. Covered by "underlying insurance" but property for a charge; for any defense which any underlying b. "Bodily injury" to any of your insurer may assert because of the "employees" arising out of and in the "insured's" failure to comply with any course of their employment by you; or condition of its policy; or b. For which "damages" would have been c. Any watercraft while ashore on payable by "underlying insurance" but premises owned by, rented to or controlled by you. for the actual or alleged insolvency or financial impairment of an underlying 8. War insurer. Any injury or damage, however caused, 6. Aircraft arising, directly or indirectly, out of: "Bodily injury" or "property damage" arising a. War, including undeclared or civil war; out of the ownership, operation, or Form XL 00 03 09 16 Page 3 of 14 Policy Number: 42 XHU OL 5747 b. Warlike action by a military force, deficiency, inadequacy or dangerous including action in hindering or condition in it. defending against an actual or expected 14. Expected Or Intended attack, by any government, sovereign or other authority using military personnel "Bodily injury" or "property damage" or other agents; or expected or intended from the standpoint of the"insured". c. Insurrection, rebellion, revolution, This exclusion does not apply to "bodily usurped power, or action taken by governmental authority in hindering or injury" or "property damage" resulting from defending against any of these. the use of reasonable force to protect persons or property. 9. Damage To Property 15. Employer Liability "Property damage"to property you own. Coverage afforded any of your "employees" 10. Damage To Your Product for "bodily injury" or "personal and "Property damage" to "your product" arising advertising injury": out of it or any part of it. a. To other "employees" arising out of and 11. Damage To Your Work in the course of their employment; "Property damage"to "your work" arising out b. To the spouse, child, parent, brother or of it or any part of it and included in the sister of that "employee" as a "products-completed operations hazard". consequence of such "bodily injury" to This exclusion does not apply if the that"employee". damaged work or the work out of which the c. To you or, any of your partners or damage arises was performed on your members, (if you are a partnership, joint behalf by a subcontractor. venture), or your members (if you are a 12. Damage To Impaired Property Or limited liability company); or Property Not Physically Injured d. Arising out of the providing or failing to "Property damage" to "impaired property" or provide professional health care property that has not been physically services. injured, arising out of: Subparagraphs a. and b. of this exclusion a. A defect, deficiency, inadequacy or apply: dangerous condition in "your product" or (1) Whether the "insured" may be liable as "your work"; or an employer or in any other capacity; b. A delay or failure by you or anyone and acting on your behalf to perform a (2) To any obligation to share "damages" contract or agreement in accordance with or repay someone else who must with its terms. pay"damages" because of the injury. This exclusion does not apply to loss of use EXCEPTION of other property arising out of sudden and Subparagraphs a. and b. of this exclusion do accidental physical injury to "your product" not apply if "underlying insurance" is or "your work" after it has been put to its maintained providing coverage for such intended use. liability with minimum underlying limits, as 13. Recall Of Products, Work Or Impaired described in the Schedule of Underlying Property Insurance Policies. "Damages" claimed for any loss, cost or 16. Property Damage To Employee's expense incurred by you or others for the Property loss of use, withdrawal, recall, inspection, Coverage afforded any of your "employees" repair, replacement, adjustment, removal or for "property damage" to property owned or disposal of: occupied by or rented or loaned to: a. "Your product''; a. That"employee"; b. "Your work"; or b. Any of your other"employees'; c. "Impaired Property"; c. Any of your partners or members (if you if such product, work or property is are a partnership or joint venture); or withdrawn or recalled from the market or d. Any of your members (if you are a from use by any person or organization limited liability company). because of a known or suspected defect, Page 4 of 14 Form XL 00 03 09 16 Policy Number: 42 XHU OL 5747 17. Uninsured Or Underinsured Motorists 20. Asbestos Any claim for: Any injury, damages, loss, cost or expense, a. Uninsured or Underinsured Motorists including but not limited to "bodily injury", Coverage; "property damage" or "personal and advertising injury" arising out of, or relating b. Personal injury protection; to, in whole or in part, the "asbestos hazard" c. Property protection; or that: d. Any similar no-fault coverage by a. May be awarded or incurred by reason whatever name called; of any claim or suit alleging actual or Unless this policy is endorsed to provide threatened injury or damage of any such coverage. nature or kind to persons or property 18. Employment Practices Liability which would not have occurred in whole or in part but for the "asbestos hazard"; a. Any injury or damage to: or (1) A person arising out of any: b. Arise out of any request, demand, order, (a) Refusal to employ that person; or statutory or regulatory requirement (b) Termination of that person's that any insured or others test for, employment; or monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in (c) Employment-related practices, any way respond to or assess the policies, acts or omissions, such effects of any"asbestos hazard'; or as but not limited to: coercion, c. Arise out of any claim or suit for demotion, evaluation, damages because of testing for, reassignment, discipline, monitoring, cleaning up, removing, defamation, harassment, encapsulating, containing, treating, humiliation, discrimination or detoxifying or neutralizing or in any way malicious prosecution directed responding to or assessing the effects of at that person; or an"asbestos hazard". (2) The spouse, child, parent, brother or sister of that person, as a 21. Racing And Stunting Activities consequence of any injury or "Bodily injury" or "property damage" arising damage to that person at whom any out of the ownership, operation, of the employment-related practices maintenance, use, entrustment to others, or described in paragraphs (a), (b), or loading or unloading of any"auto" or"mobile (c)above is directed. equipment"while being used in any: This exclusion applies: a. Prearranged or organized racing, speed I. Whether the injury-causing event or demolition contest; described in part (1) above occurs b. Stunting activity; or before employment, during c. Preparation for any such contest or employment or after employment of activity. that person; 22. Access Or Disclosure Of Confidential Or ii. Whether the "insured" may be liable Personal Information And Data-related as an employer or in any other Liability capacity; and Damages arising out of: III. To any„ obligation to share a. Any access to or disclosure of any damages with or repay, someone person's or organization's confidential or else who must pay damages personal information, including patents, because of the injury. trade secrets, processing methods, 19. Employee Retirement Income Security customer lists, financial information, Act credit card information, health Any liability arising out of intentional or information or any other type of unintentional violation of any provision of the nonpublic information; or Employee Retirement Income Security Act b. The loss of, loss of use of, damage to, of 1974, Public Law 93-406 (commonly corruption of, inability to access, or referred to as the Revision Act of 1974), or inability to manipulate electronic data. any amendments to them. This exclusion applies even if damages are claimed for notification costs, credit Form XL 00 03 09 16 Page 5 of 14 Policy Number: 42 XHU OL 5747 monitoring expenses, forensic expenses, limits the printing, dissemination, public relations expenses or any other loss, disposal, collecting, recording, sending, cost or expense incurred by you or others transmitting, communicating or arising out of that which is described in distribution of material or information. Paragraph (1) or(2)above. SECTION II - INVESTIGATION, DEFENSE, However, unless Paragraph (1) above SETTLEMENT applies, this exclusion does not apply to A. With respect to "bodily injury", "property damages because of"bodily injury". damage" or "personal and advertising injury" to As used in this exclusion, electronic data which this insurance applies (whether or not the means information, facts or programs stored "self-insured retention" applies)and as or on, created or used on, or transmitted 1. For which no coverage is provided under to or from computer software, including any"underlying insurance'; or systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, 2. For which the underlying limits of any data processing devices or any other media "underlying insurance" policy have been which are used with electronically controlled exhausted solely by payments of"damages" equipment. because of "occurrences" during the "policy period", 23. Limited Underlying Coverage We: Any injury, damage, loss, cost or expense, 1. Will have the right and the duty to defend including but not limited to bodily injury", "property damage" or "personal and any "suit" against the "insured" seeking "damages" on account thereof, even if such advertising injuryfor which: "suit is groundless, false or fraudulent; but a. an "underlying insurance" policy or our right and duty to defend end when we policies specifically provides coverage; have used up the applicable limit of but insurance in the payment of judgments or b. because of a provision within the settlements under coverages afforded by "underlying insurance" such coverage is this policy; provided at a limit or limits of insurance 2. May make such investigation and settlement that are less than the limit(s) for the of any claim or"suit"as we deem expedient; "underlying insurance" policy or policies shown on the Schedule of Underlying 3. Will pay all expenses incurred by us, all Insurance Policies. court costs taxed against the "insured" in any"suit" defended by us and all interest on 24. Recording And Distribution Of Material the entire amount of any judgment therein Or Information In Violation Of Law which accrues after the entry of the Any injury, damage, loss, cost or expense, judgment and before we have paid or including but not limited to "bodily injury", tendered or deposited in court that part of "property damage", or "personal and the judgment which does not exceed the advertising injury" arising directly or applicable limit of insurance. However, such indirectly out of any action or omission that costs do not include attorneys' fees, violates or is alleged to violate: attorneys' expenses, witness or expert fees, a. The Telephone Consumer Protection or any other expenses of a party taxed to Act (TCPA), including any amendment the insured; of or addition to such law; 4. Will pay all premiums on appeal bonds b. The CAN-SPAM Act of 2003, including required in any such "suit", premiums on any amendment of or addition to such bonds to release attachments in any such law; "suit' for an amount not in excess of the c. The Fair Credit Reporting Act (FCRA), applicable limit of insurance, and the cost of and any amendment of or addition to bail bonds required of the"insured"because of such law, including the Fair and an accident or traffic law violation arising out of Accurate Credit Transaction Act the operation of any vehicle to which this policy applies, but we will have no obligation to (FACTA); or apply for or furnish any such bonds; d. Any federal, state or local statute, 5. Will pay all reasonable expenses incurred by ordinance or regulation, other than the the"insured" at our request in assisting us in TCPA, CAN-SPAM Act of 2003 or the investigation or defense of any claim or FCRA and their amendments and "suit", including actual loss of earnings not to additions, that addresses, prohibits or exceed$500 per day per"insured"; Page 6 of 14 Form XL 00 03 09 16 Policy Number: 42 XHU OL 5747 and the amounts so incurred, except settlement your business, or your "employees," other of claims and "suits," are not subject to the "self- than your "executive officers" (if you are an insured retention" and are payable in addition to organization other than a partnership, joint any applicable limit of insurance. venture or limited liability company) or your The "Insured" agrees to reimburse us promptly managers (if you are a limited liability for amounts paid in settlement of claims or company), but only for acts: "suits"to the extent that such amounts are within a. Within the scope of their employment by the"self-insured retention". you or while performing duties related to B. You agree to arrange for the investigation, the conduct of your business; and defense or settlement of any claim or "suit' in b. Only if such "volunteer workers" or any country where we may be prevented by law "employees" are insureds under from carrying out this agreement. We will pay "underlying insurance" with limits of defense expenses incurred with our written liability no less than stated in the consent in connection with any such claim or Schedule of Underlying Insurance "suit" in addition to any applicable limit of Policies, subject to all the coverage, insurance. We will also promptly reimburse you terms, conditions and limitations of such for our proper share, but subject to the "underlying insurance". applicable limit of insurance, of any settlement 2. Any person or organization with whom you above the "self-insured retention" made with our agreed, because of a written contract, written consent. written agreement or because of a permit C. We will have the right to associate at our issued by a state or political subdivision, to expense with the "insured" or any underlying provide insurance such as is afforded under insurer in the investigation, defense or this policy, but only with respect to your settlement of any claim or "suit" which in our operations, "your work" or facilities owned or opinion may require payment hereunder. In no used by you. event, however, will we contribute to the cost This provision does not apply: and expenses incurred by any underlying a. Unless the written contract or written insurer. agreement has been executed, or the SECTION III -WHO IS AN INSURED permit has been issued prior to the A. If you are doing business as: "bodily injury," "property damage," or 1. An individual, you and your spouse are "personal and advertising injury"; and "insureds", but only with respect to the b. Unless limits of liability specified in such conduct of a business of which you are the written contract, written agreement or sole owner. permit is greater than the limits shown 2. A partnership or joint venture, you are an for"underlying insurance"; or "insured". Your members, your partners, and c. Beyond the period of time required by their spouses are also "insureds", but only the written contract or written with respect to the conduct of your business. agreement. 3. A limited liability company, you are an 3. Any person or organization having proper "insured". Your members are also temporary custody of your property if you "insureds", but only with respect to the die, but only: conduct of your business. Your managers a. With respect to liability arising out of the are "insureds", but only with respect to their maintenance or use of that property; duties as your managers. and 4. An organization other than a partnership, b. Until your legal representative has been joint venture or limited liability company, you appointed. are an "insured". ,Your "executive officers" 4. Your legal representative if you die, but only and directors are "insureds", but only with with respect to his or her duties as such. respect to their duties as your officers or That representative will have all your rights directors. Your stockholders are also and duties under this policy. "insureds", but only with respect to their liability as stockholders. C. With respect to "auto", any "insured" in the "undeis 5. A trust, you are an "insured". Your trustees insurance policy,ng asubject to all the nce" is an limitations under h of are also "insureds", but only with respect to such"underlying insurance". their duties as trustees. B. Each of the following is also an "insured": D. Any organization you newly acquire or form, other than a partnership, joint venture or limited 1. Your "volunteer workers" only while liability company, and over which you maintain performing duties related to the conduct of Form XL 00 03 09 16 Page 7 of 14 Policy Number: 42 XHU OL 5747 financial interest of more than 50% of the voting B. The Limit of Insurance stated as the General stock, will qualify as an "insured" if there is no Aggregate Limit is the most we will pay for the other similar insurance available to that sum of"damages", other than "damages": organization. 1. Because of injury or damage included within However: the"products-completed operations hazard'; 1. Coverage under this provision is afforded 2. Because of"bodily injury" by disease to your only until the 180th day after you acquire or "employees" arising out of and in the course form the organization or the end of the of their employment by you; and "policy period", whichever is earlier; 3. Because of "bodily injury" and "property 2. This insurance does not apply to "bodily damage" arising out of the ownership, injury" or "property damage" that occurred operations, maintenance, use, entrustment before you acquired or formed the to others, loading or unloading of any"auto". organization; and C. The Limit of Insurance stated as the Products 3. This insurance does not apply to "personal Completed Operations Aggregate Limit is the and advertising injury" arising out of an most we will pay for "damages" because of offense committed before you acquired or injury or damage included within the "products- formed the organization. completed operations hazard". E. Each person or organization, not included as an D. The Limit of Insurance stated as the Bodily "insured" in Paragraphs A., B., C., or D., who is Injury By Disease Aggregate Limit is the most an "insured" in the "underlying insurance" is an we will pay for "damages" because of "bodily "insured" under this insurance subject to all the injury" by disease to your "employees" arising terms, conditions and limitations of such out of and in the course of their employment by "underlying insurance". you. No person or organization is an "insured" with E. Subject to B., C., or D above, whichever applies, respect to the conduct of any current or past the Each Occurrence Limit is the most we will partnership, joint venture or limited liability pay for "damages" because of all "bodily injury", company that is not shown as a Named Insured "property damage", and "personal and in the Declarations. advertising injury" arising out of any one With respect to any person or organization who 'occurrence". is not an "insured" under"underlying insurance", F. Our obligations under this insurance end when coverage under this policy shall apply only to the applicable Limit of Insurance available is loss in excess of the amount of the "underlying used up. If we pay any amounts for"damages" insurance" or "self-insured retention" applicable in excess of that Limit of Insurance, you agree to to you. reimburse us for such amounts. However, coverage afforded by reason of the G. The Limits of Insurance of this policy apply provisions set forth above applies only to the extent: separately to each consecutive annual period (i) Of the scope of coverage provided by the and to any remaining period of less than 12 "underlying insurance" but in no event shall months, starting with the beginning of the "policy coverage be broader than the scope of coverage period" shown in the Declarations. However, if provided by this policy and any endorsements the "policy period" is extended after issuance for attached hereto; and an additional period of less than 12 months, the (ii) That such coverage provided by the "underlying additional period will be deemed part of the last insurance" is maintained having limits as set preceding period for the purpose of determining the Limits of Insurance. forth in the Schedule of Underlying Insurance Policies. SECTION V - NUCLEAR ENERGY LIABILITY SECTION IV-LIMITS OF INSURANCE EXCLUSION (Broad Form) A. The Limits of Insurance shown in the A. The insurance does not apply: Declarations and the rules below fix the most we 1. To"bodily injury" or"property damage": will pay regardless of the number of: a. With respect to which an "insured" under 1. "Insureds"; the policy is also an insured under a nuclear energy liability policy issued by 2. Claims made or"suits" brought; Nuclear Energy Liability Insurance 3. Persons or organizations making claims or Association, Mutual Atomic Energy bringing"suits'; or Liability Underwriters, Nuclear Insurance 4. Coverages under which damages are Association of Canada or any of their covered under this policy. successors, or would be an insured Page 8 of 14 Form XL 00 03 09 16 Policy Number: 42 XHU OL 5747 under any such policy but for its concentration of uranium or thorium from any termination upon exhaustion of its limit ore processed primarily for its "source material" of liability; or content, and (b) resulting from the operation by b. Resulting from the "hazardous any person or organization of any "nuclear properties" of "nuclear material" and facility" included under the first two paragraphs with respect to which (a) any person or of the definition of"nuclear facility". organization is required to maintain "Nuclear facility" means: financial protection pursuant to the (1) Any"nuclear reactor'; Atomic Energy Act of 1954, or any law (2) Any equipment or device designed or used amendatory thereof, or (b) the "insured" for(a) separating the isotopes of uranium or is, or had this policy not been issued plutonium, (b) processing or utilizing "spent would be, entitled to indemnity from the fuel," or (c) handling, processing or United States of America, or any agency packaging "waste'; thereof, under any agreement entered into by the United States of America, or (3) Any equipment or device used for the any agency thereof, with any person or processing, fabricating or alloying of"special organization. nuclear material" if at any time the total 2. To "bodily injury" or "property damage" amount of such material in the custody of resulting from the "hazardous properties" of the "insured" at the premises where such "nuclear material" if: equipment or device is located consists of or contains more than 25 grams of plutonium a. The "nuclear material" (a) is at any or uranium 233 or any combination thereof, "nuclear facility" owned by, or operated or more than 250 grams of uranium 235; by or on behalf of, an "insured" or (b) (4) Any structure, basin, excavation, premises has been discharged or dispersed or place prepared or used for the storage or therefrom; disposal of"waste"; and includes the site on b. The "nuclear material" is contained in which any of the foregoing is located, all "spent fuel" or "waste" at any time operations conducted on such site and all possessed, handled, used, processed, premises used for such operations; stored, transported or disposed of by or "Nuclear reactor" means any apparatus on behalf of an "insured"; or designed or used to sustain nuclear fission in a c. The "bodily injury" or "property damage" self-supporting chain reaction or to contain a arises out of the furnishing by an "insured" critical mass of fissionable material; of services, materials, parts or equipment "Property damage" includes all forms of in connection with the planning, radioactive contamination of property. construction, maintenance, operation or use of any "nuclear facility", but if such SECTION VI -CONDITIONS facility is located within the United A. Premium States of America, its territories or All premiums for this policy shall be computed in possessions or Canada, this exclusion accordance with Item 5 of the Declarations. The c. applies only to "property damage" to premium stated as such in the Declarations is a such "nuclear facility" and any property deposit premium only which shall be credited to thereat. the amount of any earned premium. At the B. As used in this exclusion: close of each "policy period", the earned "Hazardous properties" include radioactive, toxic premium shall be computed for such period, and or explosive properties; upon notice thereof to the Named Insured first "Nuclear material" means "source material", shown in the Declarations shall become due and "special nuclear material" or "by-product payable by such Named Insured. material'; If the total earned premium for the "policy "Source material", "special nuclear material" and period" is less than the premium previously paid "by-product material" have the meanings given and more than the minimum premium, we shall them in the Atomic Energy Act of 1954 or in any return to such Named Insured the unearned portion paid by such Named Insured. law amendatory thereof; The Named insured first shown in the "Spent fuel" means any fuel element or fuel Declarations shall maintain records of such component, solid or liquid, which has been used information as is necessary for premium or exposed to radiation in a nuclear reactor"; computation, and shall send copies of such 'Waste" means any waste material (a) records to us at the end of the "policy period" containing "by-product material" other than the and at such times during the "policy period" as tailings or wastes produced by the extraction or we may direct. Form XL 00 03 09 16 Page 9 of 14 Policy Number: 42 XHU OL 5747 B. Inspection And Audit b. Notify us in writing as soon as We shall be permitted but not obligated to practicable if the claim is likely to inspect your property and operations at any exceed the amount of the "self-insured time. Neither our right to make inspections, nor retention" or "underlying insurance", the making thereof, nor any report thereon, shall whichever applies. constitute an undertaking on your behalf or for 3. You and any other involved insured must: your benefit or that of others to determine or a. Immediately send us copies of any warrant that such property or operations are: demands, notices, summonses or legal 1. Safe; papers received in connection with the 2. Healthful; or claim or "suit" involving or likely to involve a sum in excess of any self- 3. In compliance with any law, rule or insured retention" or "underlying regulation. insurance", whichever applies'; We may examine and audit your books and b. Authorize us to obtain records and other records at any time during the "policy period" information; and extensions thereof and within three years c. Cooperate with us in the investigation or after the final termination of this policy, insofar settlement of the claim or defense as they relate to the subject matter of this policy. against the"suit'; and C. Duties In The Event Of Occurrence, Claim Or d. Assist us, upon our request in the Suit enforcement of any right against any 1. You must see to it that we are notified as person or organization which may be soon as practicable of an "occurrence" liable to the insured because of injury or which may result in a claim under this policy. damage to which this policy or any This requirement applies only when such "underlying insurance" or "self-insured "occurrence" is known to any of the retention" may apply. following: 4. No insured will, except at that insured's own a. You or any additional insured that is an cost, make or agree to any settlement for a individual; sum in excess of: b. Any partner, if you or an additional a. The total limits of "underlying insured are a partnership; insurance"; or c. Any manager, if you or an additional b. The "self-insured retention" if no insured are a limited liability company; "underlying insurance" applies without d. Any "executive officer" or insurance our consent. manager, if you or an additional insured 5. No insureds will, except at that insured's are a corporation; own cost, make a payment, assume any e. Any trustee, if you or an additional obligation, or incur any expenses, other than insured is a trust; or first aid, without our consent. f. Any elected or appointed official, if you D. Assistance And Cooperation Of The Insured or an additional insured is a political The"insured"shall: subdivision or public entity. 1. Cooperate with us and comply with all the This duty applies separately to you and any terms and conditions of this policy; and additional insured. 2. Cooperate with any of the underlying To the extent possible, notice should insurers as required by the terms of the include: "underlying insurance" and comply with all a. How, when and where the "occurrence" the terms and conditions thereof. took place; The "insured" shall enforce any right of b. The names and addresses of any contribution or indemnity against any person or injured persons and witnesses; and organization who may be liable to the "insured" c. The nature and location of an injury because of"bodily injury", "property damage" or y ry or "personal and advertising injury with respect to damage arising out of the "occurrence" this policy or any"underlying insurance". or"offense". 2. If a claim is made or"suit" is brought against E. Legal Action Against Us any insured, you must: No person or organization has a right under this a. Immediately record the specifics of the policy: "suit' a. To join us as a party or otherwise bring us claim or suit and the date received; into a "suit" asking for damages from an and insured; or Page 10 of 14 Form XL 00 03 09 16 Policy Number: 42 XHU OL 5747 b. To sue us on this policy unless all of its H. Transfer Of Rights Of Recovery Against terms and those of the "underlying Others To Us insurance" have been fully complied with. 1. Transfer Of Rights Of Recovery A person or organization may sue us to recover If the insured has rights to recover all or a on an agreed settlement or on a final judgment part of any payment we have made under against an insured; but, we will not be liable for this policy, those rights are transferred to us. damages that are not payable under the terms The insured must do nothing after a loss to of this policy or that are in excess of the limit of impair them. At our request, the insured will liability. An agreed settlement means a bring "suit" or transfer those rights to us and settlement and release of liability signed by us, help us enforce them. the insured and the claimant or the claimant's legal representative. a. Recoveries shall be applied to reimburse: F. Appeals (1) First, any interest (including the In the event the "insured" or the "insured's" Named Insured) that paid any underlying insurer elects not to appeal a amount in excess of our limit of judgment in excess of the "underlying insurance" liability; or the "self-insured retention," we may elect to make such appeal, at our cost and expense. (2) Second, us, along with any other insurers having a quota share If we so elect, we shall be liable in addition to interest at the same level; the applicable Limit of Insurance, for the: (3) Third, such interests (including the 1. Taxable costs; Named Insured) of whom this 2. Disbursements; and insurance is excess. 3. Additional interest incidental to such appeal; However, a different apportionment may But in no event will we be liable for"damages" in be made to effect settlement of a claim excess of the applicable aggregate Limit of by agreement signed by all interests. Insurance. b. Reasonable expenses incurred in the If a judgment is rendered in excess of the limits exercise of rights of recovery shall be of"underlying insurance"and we offer to pay our apportioned among all interests in the full share of such judgment, but you or your ratio of their respective losses for which underlying insurers elect to appeal it, you, your recovery is sought. underlying insurers or both will bear: 2. Waiver Of Rights Of Recovery (Waiver Of a. The cost and duty of obtaining any appeal Subrogation) bond; If the "insured" has waived any rights of b. The taxable costs, disbursements and recovery against any person or organization additional interest incidental to such appeal; for all or part of any payment we have made and under this policy, we also waive that right, c. Any increase in damages over the amount provided the "insured" waived their rights of the matter could have been settled for after recovery against such person or the verdict was entered and before the organization in a contract, agreement or appeal was filed. permit that was executed prior to the injury or damage. G. Other Insurance I. Changes This policy shall apply in excess of all ,underlying insurance whether or not valid and This policy contains all the agreements between collectible. It shall also apply in excess of other you and us concerning the insurance afforded. valid and collectible insurance (except other Notice to any agent, or knowledge possessed by insurance purchased specifically to apply in any agent or any other person shall not effect a excess of this insurance) which also applies to waiver or a change in any part of this policy, or any loss for which insurance is provided by this stop us from asserting any rights under the policy. terms of this policy. These excess provisions apply, whether such The Named Insured first shown in the other insurance is stated to be: Declarations is authorized on behalf of all 1. Primary; "insureds" to agree with us on changes in the terms of this policy. 2. Contributing; If the terms are changed, the changes will be 3. Excess; or shown in an endorsement issued by us and 4. Contingent. made a part of this policy. Form XL 00 03 09 16 Page 11 of 14 Policy Number: 42 XHU OL 5747 J. Separation Of Insureds Delivery of such notice by the Named Except with respect to the Limits of Liability, and Insured first shown in the Declarations or by any rights or duties specifically assigned in this us will be equivalent to mailing. policy to the Named Insured first shown in the 4. If the Named Insured first shown in the declarations, this insurance applies: Declarations cancels, the refund may be a. As if each Named Insured were the only less than pro rata, but we will retain any Named Insured: and minimum premium stated as such in the Declarations. If we cancel, the refund will be b. Separately to each insured against whom pro rata. The cancellation will be effective claim is made or"suit" is brought. even if we have not made or offered a K. Maintenance Of Underlying Insurance refund. Policies affording in total the coverage and limits M. Non-Renewal stated in the Schedule of Underlying Insurance 1. If we decide not to renew, we will mail or Policies shall be maintained in full effect during deliver to the Named Insured first shown in the currency of this policy. Your failure to the Declarations, at the address shown in comply with the foregoing shall not invalidate this policy, written notice of non-renewal at this policy, but in the event of such failure, we least 30 days before the end of the "policy shall be liable only to the extent that we would period". have been liable had you complied herewith. 2. If notice is mailed, proof of mailing will be The Named Insured first shown in the sufficient proof of notice. Declarations shall give us written notice as soon 3. If we offer to renew but such Named Insured as practicable of any of the following: does not accept, this policy will not be 1. Any change in the coverage or in the limits renewed at the end of the current "policy of any "underlying insurance", including but period". not limited to a change from occurrence N. Workers'Compensation Agreement coverage to claims made coverage; With respect to "bodily injury" to any officer or 2. Termination of part or all of one or more of other employee arising out of and in the course the policies of"underlying insurance"; of employment by you, you represent and agree 3. Reduction or exhaustion of an aggregate that you have not abrogated and will not limit of liability of any"underlying insurance". abrogate your common-law defenses under any The "self-insured retention" shall not apply Workers' Compensation Law by rejection of should the "underlying insurance" be exhausted such law or otherwise. If at any time during the period" you by the payment of claims or "suits" which are insurance for "bodily abrogate inju ry' to s ch defenses, the officer or also covered by this policy. other employee automatically terminates at the L. Cancellation same time. 1. The Named Insured first shown in the O. Bankruptcy Or Insolvency Declarations may cancel this policy by In the event of the bankruptcy or insolvency of mailing or delivering to us or to any of our the "insured" or any entity comprising the authorized agents advance written notice of "insured", we shall not be relieved of any of our cancellation. obligations under this policy. 2. We may cancel this policy by mailing or P. Representations delivering to the Named Insured first shown By accepting this policy, you agree: in the Declarations at the address shown in this policy, written notice of cancellation at a. The statements in the Declarations are least: accurate and complete; a. 10 days before the effective date of b. The statements in the Schedule Of cancellation if such Named Insured fails Underlying Insurance Policies are accurate to pay the premium or any installment and complete; when due; or c. The statements in a. and b. are based upon b. 30 days before the effective date of representations you made to us: cancellation if we cancel for any other d. We have issued this policy in reliance upon reason. your representations; and 3. If notice is mailed, proof of mailing will be e. If unintentionally you should fail to disclose sufficient proof of notice. Notice will state all hazards at the inception of this policy, we the effective date of cancellation. The shall not deny coverage under this policy "policy period" will end on that date. because of such failure. Page 12 of 14 Form XL 00 03 09 16 Policy Number: 42 XHU OL 5747 SECTION VII -DEFINITIONS Paragraph a. above does not apply to fuels, Except as otherwise provided in this section or lubricants, fluids, exhaust gases or other similar amended by endorsement, the words or phrases "pollutants" that are needed for or result from the that appear in quotation marks within this policy normal electrical, hydraulic or mechanical shall follow the definitions of the applicable functioning of an "auto", covered by the "underlying "underlying insurance" policy. insurance"or its parts, if: "Accident" includes continuous or repeated (1) The "pollutants" escape, seep, migrate, or are exposure to the same conditions resulting in "bodily discharged or released directly from an "auto" injury"or"property damage". part designed by its manufacturer to hold, store, "Asbestos hazard" means an exposure or threat of receive or dispose of such"pollutants"; and exposure to the actual or alleged properties of (2) The "bodily injury," "property damage" or asbestos and includes the mere presence of "covered pollution cost or expense" does not asbestos in any form. arise out of the operation of any equipment "Auto" means: listed in paragraphs 6.b and 6.c. of the definition a. A land motor vehicle, trailer or semitrailer of"mobile equipment". designed for travel on public roads, including Paragraphs b. and c. above do not apply to any attached machinery or equipment; or "accidents"that occur away from premises owned by b. Any other land vehicle that is subject to a or rented to an "insured" with respect to "pollutants" compulsory or financial responsibility law or not in or upon an "auto" covered by the "underlying other motor vehicle insurance law where it is insurance" if: licensed or principally garaged. (1) The "pollutants" or any property in which the However, "auto" does not include "mobile "pollutants" are contained are upset, overturned equipment". or damaged as a result of the maintenance or "Covered pollution cost or expense" means any use of the"auto"; and cost or expense arising out of: (2) The discharge, dispersal, seepage, migration, 1. Any request, demand, order or statutory or release or escape of the "pollutants" is caused regulatory requirement; or directly by such upset, overturn or damage. 2. Any claim or "suit' by or on behalf of a "Damages" include prejudgment interest awarded governmental authority demanding against the "insured" on that part of the judgment we that the "insured" or others test for, monitor, clean pay. up, remove, contain, treat, detoxify or neutralize, or "Damages"do not include: in any way respond to, or assess the effects of 1. Fines; "pollutants". 2. Penalties; or "Covered pollution cost or expense" does not include 3. Damages for which insurance is prohibited by any cost or expense arising out of the actual, alleged the law applicable to the construction of this or threatened discharge, dispersal, seepage, policy. migration, release or escape of"pollutants": (1) That are, or that are contained in any property Subject to the foregoing, "damages" include that is: damages for any of the following which result at any time from bodily injury to which this policy applies: a. Being transported or towed by, handled, or handled for movement into, onto or from, 1. Death; any"auto"; 2. Mental anguish; b. Otherwise in the course of transit by or on 3. Shock; behalf of the"insured"; or 4. Disability; or c. Being stored, disposed of, treated or 5. Care and loss of services or consortium. processed in or upon any"auto"; or (2) Before the "pollutants" or any property in which "Insured" means any person or organization the "pollutants" are contained are moved from qualifying as an insured in the applicable WHO IS AN INSURED provision of this policy. The insurance the place where they are accepted by the afforded applies separately to each "insured"against "insured" for movement into or onto any "auto"; whom claim is made or "suit" is brought, except with or respect to the limit of our liability under LIMITS OF (3) After the "pollutants" or any property in which INSURANCE (SECTION IV). the "pollutants" are contained are moved from "Occurrence" means any "auto" to the place where they are finally delivered, disposed of or abandoned by the 1. With respect to "bodily injury" or "property "insured". damage": an accident, including continuous or Form XL 00 03 09 16 Page 13 of 14 Policy Number: 42 XHU OL 5747 repeated exposure to substantially the same 1. Any deductible amount; general harmful conditions, and 2. Any participation of any"insured'; and 2. With respect to "personal and advertising injury": 3. Any "self-insured retention" above or beneath an offense described in one of the numbered any such policy; subdivisions of that definition in the "underlying insurance". Less the amount, if any, by which the aggregate limit of such insurance has been reduced by any "Policy period" means the period beginning with payment relating to any act, error, omission, injury, the inception date stated as such in the Declarations damage or offense for which insurance is provided and ending with the earlier of: by this policy, including Medical Payments Coverage 1. The date of cancellation of this policy; or as described in the "underlying insurance." The 2. The expiration date stated as such in the coverages and limits of such policies and any such Declarations. deductible amount, participation or "self-insured "Self-insured retention" means the amount stated retention" shall be deemed to be applicable as such in the Declarations which is retained and regardless of: payable by the "insured" with respect to each 1. Any defense which any underlying insurer may "occurrence". assert because of the "insured's" failure to Underlying insurance, means the insurance comply with any condition of its policy; or policies listed in the Schedule of Underlying 2. The actual or alleged insolvency or financial Insurance Policies, including any renewals or impairment of any underlying insurer or any replacements thereof, which provide the underlying "insured". coverages and limits stated in the Schedule of The risk of insolvency or financial impairment of any Underlying Insurance Policies. The limit of underlying insurer or any "insured" is borne by you "underlying insurance" includes: and not by us. Page 14 of 14 Form XL 00 03 09 16 Policy#42UENOL5558 COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1. -WHO IS AN INSURED - of partnership or joint venture, formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an (1) The agreement requires you to "insured" under any other automobile policy or would be an "insured" under provide direct primary insurance for the lessor and such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) The"auto" is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.1. -WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add: (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or "property damage" that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered"auto." Paragraph A.1. -WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: ©2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 1 of 5 Policy#42UENOL5558 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also primary, we will share with all that other If you have agreed in a written contract insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this insurance is primary and we will not (b) The Limits of Insurance shown in seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. (3) Additional Insureds Other Insurance When this insurance is excess, we will have no duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or"suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss If you have agreed in a written contract We will share the remaining loss, if any, by the or written agreement that another method described in Other Insurance 5.d. person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an"auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. ©2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 2 of 5 Policy#42UENOL5558 If an "employee's" personal insurance also 5. PHYSICAL DAMAGE - ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph AA.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOAN/LEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the"outstanding balance"of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of "loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges; excess wear and tear charges; Coverages provided are extended to "autos"you lease termination fees; security deposits not hire or borrow, subject to the following limit. returned by the lessor; costs for extended warranties, credit life Insurance, health, accident The most we will pay for "loss" to any hired or disability insurance purchased with the loan or "auto" is: lease; and carry-over balances from previous (1) $100,000; loans or leases. (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the"loss"; or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE, the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage. No deductible applies to"loss"caused 8. ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs B.4 - and excess provisions, we will provide coverage EXCLUSIONS - of SECTION III - PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered"auto"you own. following: We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of"loss", "accident". is: This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered "auto"; "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs(1)and (2)above; or ©2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 3 of 5 Policy#42UENOL5558 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system. the same"accident", the following applies: b.Section III — Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for"loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT, CLAIM, SUIT OR LOSS equipment(other than equipment designed solely for the reproduction of sound, and The requirement in LOSS CONDITIONS 2.a. - accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT,CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of time of"loss", is: an "accident" applies only when the "accident" is known to: (1) Permanently installed in or upon (1) You, if you are an individual; the covered "auto" in a housing, opening or other location that is not (2) A partner, if you are a partnership; normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company; or such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment; or (3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO -COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. -COVERAGE -of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "bodily injury" or "property damage" is "auto"to you. determined in a"suit,"the"suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D.-DEDUCTIBLE-of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: ©2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 4 of 5 Policy#42UENOL5558 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss" is$10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric CONDITIONS - CANCELLATION - applies motors to move the auto, or the internal except as follows: combustion engine to charge one or more electric motors, which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto" for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid" auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto" at the Loss, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.lf the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid" auto's not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," ©2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 5 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 42 WB OL6H3F Endorsement Number: Effective Date10/23/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: FREESE AND NICHOLS, INC. 801 CHERRY STREET, SUITE 2800 FORT WORTH TX 76102 This endorsement applies only to the insurance provided respect to bodily injury arising out of the operations by the policy because Texas is shown in Item 3.A. of the described in the Schedule where you are required by a Information Page. written contract to obtain this waiver from us. We have the right to recover our payments from anyone This endorsement shall not operate directly or indirectly liable for an injury covered by this policy. We will not to benefit anyone not named in the Schedule. enforce our right against the person or organization The premium for this endorsement is shown in the named in the Schedule, but this waiver applies only with Schedule. Schedule 1. ( ) Special Waiver Name of person or organization (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described. 4. Advance Premium: Form WC 42 03 04 B Printed in U.S.A. Process Date: Policy Expiration Date: 10/23/23 POLICY NUMBER: 42 UUN OL5238 tL ay THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - OPTION I This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Designated Project(s) Or Location(s) Or Organ ization s : Of Covered Operations: ANY PERSON OR ORGANIZATION THAT YOU IS INLCUDED AS AN ADDITIONAL INSURED HAVE AGREED TO NAME AS AN ADDITIONAL UNDER THIS ENDORSEMENT ONLY FOR THAT INSURED IN A WRITTEN CONTRACT OR TIME PERIOD REQUIRED BY THE CONTRACT WRITTEN AGREEMENT PROVIDED THAT THE OR AGREEMENT. INJURY OR DAMAGE OCCURS SUBSEQUENT TO THE EXECUTION OF THE CONTRACT OR AGREEMENT. A PERSON OR ORGANIZATION Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. With respect to those person(s) or organization(s) (3) In connection with "your work" for the shown in the Schedule above when you have additional insured at the project(s) or agreed in a written contract or written agreement location(s) designated in the Schedule to provide insurance such as is afforded under this and included within the "products- policy to them, Subparagraph f., Any Other completed operations hazard", but only if: Party, under the Additional Insureds When (a) The written contract or written Required By Written Contract, Written agreement requires you to provide Agreement Or Permit Paragraph of Section II — such coverage to such additional Who Is An Insured is replaced with the following: insured at the project(s) or location(s) f. Any Other Party designated in the Schedule; and Any other person or organization who is not (b) This Coverage Part provides an insured under Paragraphs a. through e. coverage for "bodily injury" or above, but only with respect to liability for "property damage" included within the "bodily injury", "property damage" or"personal "products-completed operations and advertising injury" caused, in whole or in hazard". part, by your acts or omissions or the acts or The insurance afforded to the additional omissions of those acting on your behalf: insured shown in the Schedule applies: (1) In the performance of your ongoing (1) Only if the "bodily injury" or "property operations for such additional insured at damage" occurs, or the "personal and the project(s) or location(s) designated in advertising injury" offense is committed: the Schedule; (a) During the policy period; and (2) In connection with your premises owned (b) Subsequent to the execution of such by or rented to you and shown in the written contract or written agreement; Schedule; or and Form HS 24 80 07 13 Page 1 of 2 © 2013,The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission.) (c) Prior to the expiration of the period of When You Add Others As An Additional time that the written contract or written Insured To This Insurance agreement requires such insurance (a) Primary Insurance When Required By be provided to the additional insured. Contract (2) Only to the extent permitted by law; and This insurance is primary if you have agreed (3) Will not be broader than that which you in a written contract or written agreement that are required by the written contract or this insurance be primary. If other insurance written agreement to provide for such is also primary, we will share with all that additional insured. other insurance by the method described in With respect to the insurance afforded to the Paragraph (c) below. This insurance does not person(s)or organization(s)that are additional apply to other insurance to which the insureds under this endorsement, the additional insured in the Schedule has been following additional exclusion applies: added as an additional insured. This insurance does not apply to "bodily (b) Primary And Non-Contributory To Other injury", "property damage" or "personal and Insurance When Required By Contract advertising injury" arising out of the rendering This insurance is primary to and will not seek of, or the failure to render, any professional contribution from any other insurance architectural, engineering or surveying available to an additional insured under your services, including: policy provided that: (1) The preparing, approving, or failing to (i) The additional insured in the Schedule is prepare or approve maps, shop drawings, a Named Insured under such other opinions, reports, surveys, field orders, insurance; and change orders, designs or specifications; (ii) You have agreed in a written contract or or written agreement that this insurance (2) Supervisory, inspection, architectural or would be primary and would not seek engineering activities. contribution from any other insurance The limits of insurance that apply to the additional available to the additional insured in the insured shown in the Schedule are described in the Schedule. Limits Of Insurance section. (c) h Iethod Of Sharing How this insurance applies when other insurance is If all of the other insurance permits available to the additional insured is described in the contribution by equal shares, we will follow Other Insurance Condition in Section IV — this method also. Under this approach, each Commercial General Liability Conditions, except as insurer contributes equal amounts until it has otherwise amended below. paid its applicable limit of insurance or none of B. With respect to insurance provided to the the loss remains, whichever comes first. person(s) or organization(s) that are additional If any of the other insurance does not permit insureds under this endorsement, the When You contribution by equal shares, we will Add Others As An Additional Insured To This contribute by limits. Under this method, each Insurance subparagraph, under the Other insurer's share is based on the ratio of its Insurance Condition of Section IV—Commercial applicable limit of insurance to the total General Liability Conditions is replaced with the applicable limits of insurance of all insurers. following: All other terms and conditions in the policy remain unchanged. Page 2 of 2 Form HS 24 80 07 13 POLICY NUMBER: 42UUNOL5238 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 ©Insurance Services Office, Inc., 2008 Page 1 of 1 10/12/22,4:01 PM M&C Review Official site of the city of Fort worth,Teas CITY COUNCIL AGENDA FOR=W oRTH Create New From This M&C DATE: 10/11/2022 REFERENCE**M&C 22-LOG 2022 ENGINEERING CONTRACTS FOR NO.: 0846 NAME: INTERSECTION IMPROV PROJECTS CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (CD 6 and CD 8)Authorize Execution of Engineering Services Agreements with Pacheco Koch Consulting Engineers, Inc.,Quiddity Engineering,LLC,Kasper/Graham Associates, Inc.d/b/a Graham Associates Inc.,and Freese and Nichols, Inc.for Design and Construction Management Services for Four Intersection Improvement Projects for a Combined Amount Not to Exceed$1,349,629.00(2022 Bond Program) RECOMMENDATION: It is recommended that the City Council authorize execution of the following engineering contracts for design and construction management services for a total amount not to exceed$1,349,629.00: 1. Pacheco Koch Consulting Engineers,Inc.,for improvements at Bryant Irvin Road and Oakmont Boulevard (City Project No. 103307), in an amount not to exceed $236,049.00; 2. Quiddity Engineering, LLC,for improvements at Hulen Street and West Risinger Road (City Project No. 103312), in an amount not to exceed $425,645.00; 3. Kasper/Graham&Associates, Inc. d/b/a Graham Associates, Inc.,for improvements at Trinity Boulevard and Euless South Main Street(City Project No. 103311), in an amount not to exceed $412,040.00; and 4. Freese and Nichols, Inc.,for improvements at Forest Hill Drive and Royal Crest Drive(City Project No. 103308),in an amount not to exceed $275,895.00. DISCUSSION: This Mayor and Council Communication(M&C)is to authorize engineering services agreements for Intersection Improvements projects at four intersections across the City of Fort Worth(City).The funding for these four intersection projects was included in the Proposition A-Streets and Mobility Improvements section of the appropriation ordinance for costs associated with projects in the 2022 bond program adopted via M&C 22-0599 in the cumulative amount of$300,000,000.00.The firms were selected based on the pre-qualification list of firms from the Category-2 of the Request for Qualifications advertised in August 2020 for various capital project improvements.The Intersection Improvement Category 2 required a Request For Additional Information(RFAI)submission for the final selection process.City staff performed this RFAI process this summer which resulted in thirteen firms been chosen to award these design agreements.Quiddity Engineering,LLC was formerly known as Jones&Carter,Inc.The name change ocurred after the original RFQ was published and responses received by staff. Following is the list of proposed intersections for traffic signal improvements and the engineerign firm assigned to the projects: Not to Exceed Total Project Budget Project Engineering Consultant Contract/Amendment Authorized by M&C 22-0599 Amount 103307-Bryant Irvin Road and Pacheco Koch Consulting Engineers, $236,049.00� $850,000.00 Oakmont Boulevard (CD 6) Inc. 103312-Hulen Street and West Quiddity Engineering, LLC $425,645.00 $1,400,000.00 Risinger Road(CD 6) 103311 -Trinity Boulevard and Euless Kasper/Graham&Associates, Inc. $412,040.00 $1,450,000.00 South Main Street(CD 8) id/b/a Graham Associates, Inc 103308-Forest Hill Drive and Royal Freese and Nichols, Inc $275,895.00� $1,000,000.00 Crest Drive(CD 8) Funding is budgeted in the 2022 Bond Program Fund for the purpose of funding the Bryant Irvin Road at Oakmont Boulevard,Hulen Street at West Risinger Road,Trinity Boulevard at Euless South Main Street,and Forest Hill Drive at Royal Crest Drive,as appropriated. This project is included in the 2022 Bond Program.Once the bonds are sold,proceeds will reimburse the interim financing source in accordance with the statement expressing official Intent to Reimburse that was adopted as part of the ordinance canvassing the bond election(Ordinance No.25515-05- 2022)and subsequent actions taken by the Mayor and Council. M/WBE Office: Pacheco Koch Consulting Engineers, Inc.,is in compliance with the City's Business Equity Ordinance by commiting to 9\%Business Equity participation on the Bryant Irvin Road and Oakmont Boulevard project.The City's Business Equity goal on City Project No. 103307 is 9\0/6. Quiddity Engineering,LLC is in compliance with the City's Business Equity Ordinance by committing to 15\%Business Equity participation on the Hulen Street and West Risinger Road project.The City's Business Equity goal on City Project No. 103312 is 15\% Kasper/Graham&Associates, Inc.d/b/a Graham Associates,Inc.,is in compliance with the City's Business Equity Ordinance by committing to 23\% Business Equity participation on the Trinity Boulevard and Euless South Main Street project.The City's Business Equity goal on City Project No. 103311 is 12\% Freese and Nichols Inc„is in compliance with the City's Business Equity Ordinance by committing to 14\%Business Equity participation on the Forest Hill Drive and Royal Crest Drive project.The City's Business Equity goal on City Project No. 103308 is 14\% These projects are located in COUNCIL DISTRICTS 6 and 8. FISCAL INFORMATION/CERTIFICATION: apps.cfwnet.org/council_packet/mc_review.asp?I D=30399&councildate=10/11/2022 1/2 10/12/22,4:01 PM M&C Review The Director of Finance certifies that funds are available in the current capital budget,as previously appropriated,in the 2022 Bond Program Fund for the Bryant Irvin Rd at Oakmont BI,the Forest Hill Dr at Royal Crest,the Trinity Blvd at Euless South M and the S Hulen St at W Risinger Rd projects. Prior to an expenditure being incurred,the Transportation and Public Works Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference# I Amount ID I I ID I I I Year I (Charifield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID I I Year Chartfield 2 Submitted for City Manager's Office by_ William Johnson(7801) Originating Department Head: Lauren Prieur(6035) Additional Information Contact: Monty Hall(8662) ATTACHMENTS 103307 Form 1295.pdf (CFW Internal) 103307 MWBE Compliance Memo PachecoKoch.pdf (CFW Internal) 103308 Form 1295.p_df (CFW Internal) 103308 MWBE Compliance Memo Freese&Nichols Inc.pdf (CFW Internal) 103311 Form 1295.pdf (CFW Internal) 103311 MWBECompMemo Kasper-Graham&Associates 9.16.22 GV.pdf (CFW Internal) 103312 Form 1295.pdf (CFW Internal) 103312 MWBE Compliance Memo Quiddity Engineering LLC.Zdf (CFW Internal) 2022 ENGINEERING CONTRACTS FOR INTERSECTION IMPROV PROJECTS funds availability pdf (CFW Internal) 2022 ENGINEERING CONTRACTS FOR INTERSECTION IMPROV PROJECTS Updated FID tableQ.xlsx (CFW Internal) Kasper-Graham&Associates,Inc Right to Transact Business in Texas.p_df (Public) Project Location Maps 103307;103308;103311;103312.pdf (Public) SAM Search 103307,103308,103311,103312.pdf (CFW Internal) apps.cfwnet.org/council_packet/mc_review.asp?ID=30399&councildate=10/11/2022 2/2 103308-EPAG-Forest Hill Dr & Royal Crest Dr Intersection Improvements Engineering Contract Final Audit Report 2022-11-17 Created: 2022-11-16 By: Andrea Munoz(Andrea.Munoz@fortworthtexas.gov) Status: Canceled/Declined Transaction ID: CBJCHBCAABAAtGZ6eZeg1p1Jh1o2ybAcmARQwnYFBnJX "103308-EPAG-Forest Hill Dr & Royal Crest Dr Intersection Impr ovements Engineering Contract" History Document created by Andrea Munoz(Andrea.Munoz@fortworthtexas.gov) 2022-11-16-6:29:38 PM GMT-IP address:204.10.90.100 Document emailed to ann.estes@fortworthtexas.gov for filling 2022-11-16-6:40:03 PM GMT Document emailed to Shweta.Rao@fortworthtexas.gov for signature 2022-11-16-6:40:04 PM GMT Document emailed to Sophia.Gatewood@fortworthtexas.gov for approval 2022-11-16-6:40:04 PM GMT Email viewed by Sophia.Gatewood@fortworthtexas.gov 2022-11-16-6:56:00 PM GMT-IP address:204.10.91.100 Signer Sophia.Gatewood@fortworthtexas.gov entered name at signing as Sophia Gatewood 2022-11-16-6:57:36 PM GMT-IP address:204.10.91.100 Document approved by Sophia Gatewood (Sophia.Gatewood@fortworthtexas.gov) Approval Date:2022-11-16-6:57:38 PM GMT-Time Source:server-IP address:204.10.91.100 Email viewed by ann.estes@fortworthtexas.gov 2022-11-16-7:04:06 PM GMT-IP address:204.10.90.100 Signer ann.estes@fortworthtexas.gov entered name at signing as Ann Estes 2022-11-16-8:22:37 PM GMT-IP address:204.10.90.100 Form filled by Ann Estes(ann.estes@fortworthtexas.gov) Form filling Date:2022-11-16-8:22:39 PM GMT-Time Source:server-IP address:204.10.90.100 FORT WORTH.., Powered by `� Adobe i Acrobat Sign Email viewed by Shweta.Rao@fortworthtexas.gov 2022-11-16-9:43:11 PM GMT-IP address:35.150.42.133 Signer Shweta.Rao@fortworthtexas.gov entered name at signing as Shweta Rao 2022-11-16-9:43:39 PM GMT-IP address:35.150.42.133 Document e-signed by Shweta Rao(Shweta.Rao@fortworthtexas.gov) Signature Date:2022-11-16-9:43:41 PM GMT-Time Source:server-IP address:35.150.42.133 Document emailed to Lissette.Acevedo@fortworthtexas.gov for filling 2022-11-16-9:43:43 PM GMT Email viewed by Lissette.Acevedo@fortworthtexas.gov 2022-11-17-1:10:04 AM GMT-IP address:204.10.90.100 Document canceled by Andrea Munoz(Andrea.Munoz@fortworthtexas.gov) 2022-11-17-7:07:56 PM GMT-IP address:204.10.90.100 FORT WORTH.., Powered by Adobe Acrobat Sign FORT WORTH;:; Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE: Forest Hill Dr & Royal Crest Dr Intersection Improvements Engineering Contract M&C: 22- CPN: 103308 CSO: DOC#: 0846 Date: To: Name Department Initials Date Out 1. Ann Estes TPW - initial a Nov 16, 2022 2. Shweta Rao TPW - initial SR Nov 16, 2022 3. 4. 5. Lissette Acevedo TPW-initial Nov 17,2022 6. Michael Owen TPW - initial Nov 17,2022 7 Lauren Prieur TPW- signature Nov 17,2022 8 Doug Black Legal - signature ` b Nov 17,2022 9 William Johnson CMO - signature W Nov 18,2022 10. Jannette Goodall CSO - signature SG Nov 18,2022 11. TPW Contracts TPW DOCUMENTS FOR CITY MANAGER'S SIGNATURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ❑YES ®No RUSH: ❑YES ®No SAME DAY: ❑YES ❑No NEXT DAY: ❑YES ❑No ROUTING TO CSO: ®YES ❑No Action Required: ❑ Attach Signature, Initial and Notary Tabs ❑ As Requested ❑ For Your Information ® Signature/Routing and or Recording ❑ Comment ❑ File Updated 08.22.2022,mdhm Return To: TPWContracts@FortWorthTexas.gov at ext. 7233 or 8363, for pick up when completed. Thank you!