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HomeMy WebLinkAboutContract 58801City of Fort Worth, Texas 2024 Bridge Maintenance Standard Agreement for Engineering Related Design Services CPN 104485 Revised Date: November 23, 2021 Page 1 of 15 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: 2024 Bridge Maintenance – Project No. 104485. 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 $198,855.00 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. CSC No. 58801 City of Fort Worth, Texas 2024 Bridge Maintenance Standard Agreement for Engineering Related Design Services CPN 104485 Revised Date: November 23, 2021 Page 2 of 15 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 2024 Bridge Maintenance Standard Agreement for Engineering Related Design Services CPN 104485 Revised Date: November 23, 2021 Page 3 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 2024 Bridge Maintenance Standard Agreement for Engineering Related Design Services CPN 104485 Revised Date: November 23, 2021 Page 4 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 City of Fort Worth, Texas 2024 Bridge Maintenance Standard Agreement for Engineering Related Design Services CPN 104485 Revised Date: November 23, 2021 Page 5 of 15 record drawings. 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 City of Fort Worth, Texas 2024 Bridge Maintenance Standard Agreement for Engineering Related Design Services CPN 104485 Revised Date: November 23, 2021 Page 6 of 15 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 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, City of Fort Worth, Texas 2024 Bridge Maintenance Standard Agreement for Engineering Related Design Services CPN 104485 Revised Date: November 23, 2021 Page 7 of 15 the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. 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 City of Fort Worth, Texas 2024 Bridge Maintenance Standard Agreement for Engineering Related Design Services CPN 104485 Revised Date: November 23, 2021 Page 8 of 15 timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. 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. City of Fort Worth, Texas 2024 Bridge Maintenance Standard Agreement for Engineering Related Design Services CPN 104485 Revised Date: November 23, 2021 Page 9 of 15 (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. 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. City of Fort Worth, Texas 2024 Bridge Maintenance Standard Agreement for Engineering Related Design Services CPN 104485 Revised Date: November 23, 2021 Page 10 of 15 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. 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, City of Fort Worth, Texas 2024 Bridge Maintenance Standard Agreement for Engineering Related Design Services CPN 104485 Revised Date: November 23, 2021 Page 11 of 15 commitment and cost of the ENGINEER's 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 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 City of Fort Worth, Texas 2024 Bridge Maintenance Standard Agreement for Engineering Related Design Services CPN 104485 Revised Date: November 23, 2021 Page 12 of 15 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. 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 (I-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all I-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” City of Fort Worth, Texas 2024 Bridge Maintenance Standard Agreement for Engineering Related Design Services CPN 104485 Revised Date: November 23, 2021 Page 13 of 15 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 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 Jan 26, 2023 Lauren Prieur (Jan 28, 2023 07:47 CST) William Johnson (Jan 31, 2023 15:55 CST) Jan 31, 2023 Tariqul Islam (Jan 24, 2023 14:55 CST) DBlack (Jan 30, 2023 17:24 CST) City of Fort Worth, Texas 2024 Bridge Maintenance Attachment A CPN 104485 Release Date: 07.22.2021 Page 1 of 5 ATTACHMENT “A” Scope for Engineering Design Related Services for 2024 Bridge Maintenance OBJECTIVE The professional services set out herein are associated with evaluation of TxDOT’s inspection report of 400 plus City or Fort Worth owned bridges and specific problem bridges identified in TxDOT’s “Condition Reports” recommending corrective measures and preparing the construction plans for two (2) maintenance packages for the FY 2024. The annual construction budget for bridge maintenance is $1.8M. Freese and Nichols, Inc. (ENGINEER) will review and prioritize bridges and prepare a list of bridges for five-year maintenance plan with estimate of probable construction cost. The scope of services also includes engineering services for emergency situations (Special Services). All work required will be covered by this Agreement. WORK TO BE PERFORMED Task 1. Project 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 1. PROJECT MANAGEMENT. 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.  Conduct and document monthly project update meetings with CITY Project Manager.  Conduct QC/QA reviews.  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. City of Fort Worth, Texas Page 2 of 5 Attachment A Release Date: 07.22.2021 Page 2 of 5  Prepare and submit baseline Project Schedule initially (MSProject – Attachment D), and Project Schedule updates with a schedule narrative monthly.  Complete Monthly M/WBE Report Form and Final Summary Payment Report Form at the end of the project. ASSUMPTIONS  One (1) pre-design project kickoff meeting  Four (4) plan review meetings  All submittals to the CITY will be Quality checked prior to submission.  Project design phase is anticipated to take Eight (8) months.  Eight (8) monthly updates of Project Status Reports, MWBE forms, and project Schedule. DELIVERABLES A. Meeting summaries with action items B. Baseline design schedule C. Monthly Schedule updates with schedule narrative describing any current or anticipated schedule changes D. Monthly Project Status Reports Monthly invoices E. Monthly M/WBE Report Form and Final Summary Payment Report Form TASK 2. CONCEPTUAL DESIGN (30 PERCENT). 2.1. Data Collection  The ENGINEER shall consult with the CITY to clarify and define the CITY’s requirements relative to the assignment and review available bridge inspection data.  The CITY will provide the ENGINEER with TxDOT inspection and condition reports to be uploaded into the CITY Arc GIS.  The CITY will provide the ENGINEER with a preliminary list of bridges being considered for maintenance in FY2024 -FY2028.  The ENGINEER shall review the reports from the list and prioritize the bridges and bridge repairs for FY2024 -FY2028.  The ENGINEER shall do a site visit for each bridge approved by CITY for inclusion in the two (2) FY2024 Bridge Maintenance packages. City of Fort Worth, Texas Page 3 of 5 Attachment A Release Date: 07.22.2021 Page 3 of 5 2.2. Design Engineering:  The ENGINEER shall update the CITY Arc GIS with the 2022 Inspection reports. New layer and/or limited fields may be added to facilitate a batch assignment of reports.  The ENGINEER shall prepare conceptual construction plans for the identified bridge repairs.  The ENGINEER shall prepare a five-year plan for FY2024-FY2028 Bridge Maintenance.  The ENGINEER shall prepare technical specifications only if needed to supplement TxDOT Standard Specification.  The ENGINEER shall provide estimated unit costs for the identified bridge repairs for subsequent OPCC. ASSUMPTIONS  The ENGINEER site visits will include 2 people for a maximum of 30 site visits.  TxDOT Standard Specifications will be reference but not provided.  Contracting documents including Division 00 and 01 specifications are the responsibility of the CITY and not included in the scope of this project.  Two (2) separate Bridge Repair drawing packages will be provided for FY 2024. Subsequent FY designs are not part of this scope without contract amendment.  Two (2) separate Bridge Repair drawing packages will be developed and provided to the CITY to bid separately but simultaneously. Due to concurrent bidding, there will not be an opportunity to adjust the second package for disparity between bid and budgeted costs. With direction from the CITY, some bridges in the 2nd repair package may be designated as bid options. DELIVERABLES A. All Deliverables except Arc GIS update will be electronic PDF format. B. Arc GIS revised layer is a deliverable. C. List of bridges and repairs for a preliminary five-year plan for FY2024-FY2028 Bridge Maintenance and will be divided into 2 potential packages for each year of the plan. D. Conceptual Design Drawings for each package will include Preliminary Cover including preliminary project locations on area location map and an index of sheets including a preliminary bridge repair table without quantities. TASK 3. PRELIMINARY DESIGN (60 PERCENT). 3.1. Data Collection:  CITY will provide the ENGINEER written comments on the Conceptual Design (30%) documents. City of Fort Worth, Texas Page 4 of 5 Attachment A Release Date: 07.22.2021 Page 4 of 5  ENGINEER will conduct a Conceptual Design 30% review meeting with the CITY.  CITY will provide the ENGINEER a final list of bridges per package for the FY2024 Bridge Maintenance design.  CITY will provide the ENGINEER with existing plans and cadd drawings for any bridges being considered for maintenance in FY2024 -FY2028 to the extent possible. 3.2. Design Engineering:  The ENGINEER shall prepare preliminary construction plans for the identified bridges and repairs.  The ENGINEER shall provide estimated unit costs for the identified bridge repairs for subsequent OPCC. ASSUMPTIONS  Preliminary Design (60%) Data Collection will be completed prior to commencing with Preliminary Design (60%) Design Engineering. DELIVERABLES A. All Deliverables will be electronic PDF format. B. Preliminary Design (60%) Drawings for each package will include: Preliminary cover including preliminary project locations on area location map; An index of sheets with a preliminary bridge repair table including preliminary quantities; Plan sheets for each bridge in the package with repair locations; Standard repair detail sheet(s). C. Preliminary OPCC for each package. TASK 4. FINAL DESIGN (90 PERCENT) AND FINAL CONSTRUCTION DOCUMENTS (100 PERCENT). 4.1. Data Collection:  CITY will provide the ENGINEER written comments on the Preliminary Design (60%) documents.  ENGINEER will conduct a Preliminary Design (60%) review meeting with the CITY. 4.2. Design Engineering:  The ENGINEER shall prepare Final Design (90%) construction plans.  Final draft construction plans (90%) shall be submitted to CITY.  Following a 90% construction plan review meeting with the CITY, the ENGINEER shall submit Final Plans (100%) to the CITY. Each plan sheet shall be stamped, dated, and signed by the ENGINEER registered in State of Texas. City of Fort Worth, Texas Page 5 of 5 Attachment A Release Date: 07.22.2021 Page 5 of 5 DELIVERABLES A. All Deliverables will be electronic PDF format. B. Final Plans (100%) for each package. Each plan sheet shall be stamped, dated, and signed by the ENGINEER registered in State of Texas. C. Detailed estimates of probable construction costs including summaries of bid items and quantities using the CITY’s or TxDOT’s standard bid items and format, as applicable. TASK 5. BID PHASE SERVICES. CITY will conduct all Bid Phase activities. ENGINEER will be available for clarifying questions. TASK 6. CONSTRUCTION PHASE SERVICES. 6.1. Construction Support  The ENGINEER will review a maximum of ten (10) Shop Drawings provided by the CITY and respond accordingly. Resubmittals will count against the maximum.  The ENGINEER will review a maximum of ten (10) RFI’s provided by the CITY and respond accordingly. Resubmittals will count against the maximum. SPECIAL SERVICES If authorized in writing by the CITY, the ENGINEER shall furnish or obtain from others, “Special Services” necessary to complete the assignments. The CITY and the ENGINEER shall agree on the scope and compensation for the performance of Special Services prior to the commencement of such “Special Services”. ATTACHMENT B COMPENSATION City of Fort Worth, Texas 2024 Bridge Maintenance Attachment B CPN 104485 Revised Date: 12/9/2022 Page 1 of 4 B-1 Design Services for 2024 Bridge Maintenance City Project No. 104485 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 1 127 Professional 2 152 Professional 3 173 Professional 4 200 Professional 5 232 Professional 6 266 Construction Manager 1 109 Construction Manager 2 136 Construction Manager 3 146 Construction Manager 4 184 Construction Manager 5 221 Construction Manager 6 253 Construction Representative 1 98 Construction Representative 2 109 Construction Representative 3 136 Construction Representative 4 146 CAD Technician/Designer 1 108 CAD Technician/Designer 2 140 CAD Technician/Designer 3 172 Corporate Project Support 1 103 Corporate Project Support 2 123 Corporate Project Support 3 165 Intern / Coop 63 Senior Advisor 175 ATTACHMENT B COMPENSATION City of Fort Worth, Texas 2024 Bridge Maintenance Attachment B CPN 104485 Revised Date: 12/9/2022 Page 2 of 4 B-2 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. ATTACHMENT B COMPENSATION City of Fort Worth, Texas 2024 Bridge Maintenance Attachment B CPN 104485 Revised Date: 12/9/2022 Page 3 of 4 B-3 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 Maintenance plan, Inspections, repair design, contract drawings 172,865.00 86.9 Proposed MBE/SBE Sub-Consultants MV Engineering, Inc. Inspections, quantity calculations, peer reviews, repair designs 25,990.00 13.1 Non-MBE/SBE Consultants TOTAL $___198,855.00 100% Project Number & Name Total Fee MBE/SBE Fee MBE/SBE % CPN 104485 $198,855.00 $25,990.00 13.1% City MBE/SBE Goal = 13% Consultant Committed Goal = 13.1 % EXHIBIT “B-1” ENGINEER INVOICE (Supplement to Attachment B) City of Fort Worth, Texas 2024 Bridge Maintenance Attachment B CPN 104485 Revised Date: 12/9/2022 Page 4 of 4 B-4 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 2024 Bridge Maintenance Attachment C CPN 104485 PMO Release Date: 05.19.2010 Page 1 of 1 ATTACHMENT “C” CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Design Services for 2024 Bridge Maintenance None. ID Task Mode Task Name Duration Start Finish 0 CPN 104485 359 days Mon 8/22/22 Thu 1/4/24 1 CoFW Approval Process 105 days Mon 8/22/22 Fri 1/13/23 2 Project Startup 26 days Mon 1/16/23 Mon 2/20/23 3 Notice To Proceed 1 day Mon 1/16/23 Mon 1/16/23 4 Project setup (incl. Schedule kickoff meeting)4 days Tue 1/17/23 Fri 1/20/23 5 Kickoff Meeting (week of)5 days Mon 1/23/23 Fri 1/27/23 6 Information Requests and Receipt 15 days Mon 1/23/23 Fri 2/10/23 7 Initial Reports review 15 days Mon 1/30/23 Fri 2/17/23 8 Bridge Repair Unit Costs 10 days Mon 2/6/23 Fri 2/17/23 9 Bridge review meeting with CoFW 1 day Mon 2/20/23 Mon 2/20/23 10 Bridge selection for pkg I and II 1 day Mon 2/20/23 Mon 2/20/23 11 30% Design 63 days Tue 2/21/23 Thu 5/18/23 12 Schedule Bridge Inspections 1 day Tue 2/21/23 Tue 2/21/23 13 Bridge Inspections 40 days Wed 2/22/23 Tue 4/18/23 14 Develop 30% design docs 40 days Wed 2/22/23 Tue 4/18/23 15 30% Internal QC 5 days Wed 4/19/23 Tue 4/25/23 16 Pick up QC comments 5 days Wed 4/26/23 Tue 5/2/23 17 30% to Client 1 day Wed 5/3/23 Wed 5/3/23 18 Client Reviews 30% docs 10 days Thu 5/4/23 Wed 5/17/23 19 30% review meeting 1 day Thu 5/18/23 Thu 5/18/23 20 60% Design 36 days Fri 5/19/23 Fri 7/7/23 21 Develop 60% docs 14 days Fri 5/19/23 Wed 6/7/23 22 60% Internal QC 5 days Thu 6/8/23 Wed 6/14/23 23 Pick up QC comments 5 days Thu 6/15/23 Wed 6/21/23 24 60% docs to Client 1 day Thu 6/22/23 Thu 6/22/23 25 Client reviews 60% docs 10 days Fri 6/23/23 Thu 7/6/23 26 60% review meeting 1 day Fri 7/7/23 Fri 7/7/23 27 90% Design 36 days Mon 7/10/23 Mon 8/28/23 28 Develop 90 % design docs 14 days Mon 7/10/23 Thu 7/27/23 29 90% internal QC 5 days Fri 7/28/23 Thu 8/3/23 30 Pick up QC comments 5 days Fri 8/4/23 Thu 8/10/23 31 Revised Unit cost as needed 5 days Fri 7/28/23 Thu 8/3/23 32 90% docs to Client 1 day Fri 8/11/23 Fri 8/11/23 33 Client Reviews 90% docs 10 days Mon 8/14/23 Fri 8/25/23 34 90% review meeting 1 day Mon 8/28/23 Mon 8/28/23 35 100% Design - Issue for Bid 13 days Tue 8/29/23 Thu 9/14/23 36 Develop 100 % design docs 7 days Tue 8/29/23 Wed 9/6/23 37 100% internal QC 2 days Thu 9/7/23 Fri 9/8/23 38 Pick up QC comments 2 days Mon 9/11/23 Tue 9/12/23 39 100% S&S - Issue for Bid 2 days Wed 9/13/23 Thu 9/14/23 40 CoFW Procurement 80 days Fri 9/15/23 Thu 1/4/24 Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter Manual Task Task Milestone Summary Project Summary Progress Manual Progress Engineering Services for Bridge Rehabilitation Page 1 Project: CPN 104485 Date: Tue 12/20/22 2024 Bridge Maintenance CPN 104485 Engineering Services for 2024 Bridge Maintenance EXHIBIT F CFW Standard Insurance Requirements Page 1 of 3 Rev. 5.04.21 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 by the commercial general liability or commercial umbrella liability insurance maintained in acco rdance 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 limit s 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. 2024 Bridge Maintenance CPN 104485 CFW Standard Insurance Requirements Page 2 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 e ndorsement 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 th e 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 exe cution. 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 o f 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 2024 Bridge Maintenance CPN 104485 CFW Standard Insurance Requirements Page 3 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 pr emium. 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 consent to alternative coverage maintaine d 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 addit ional 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 expens e, 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 coincident with or prior to 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. l. City shall not be res ponsible 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. 2024 Bridge Maintenance CPN 104485 POLICY NUMBER: ABCDEFGHIJ 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 Organization(s):Of Covered Operations: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.(3)With respect to those person(s) or organization(s)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- f. Any Otherpolicy to them, Subparagraph ,completed operations hazard", but only if: Party Additional Insureds When, under the (a)The written contract or writtenRequired By Written Contract, Written agreement requires you to provideAgreement Or Permit Section II –Paragraph of such coverage to such additionalWho 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 (b)Any other person or organization who is not This Coverage Part provides a. e.an insured under Paragraphs through 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 additionalomissions 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 "propertyoperations for such additional insured at damage" occurs, or the "personal andthe 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 suchby 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.) ANY PERSON OR ORGANIZATION THAT YOU HAVE AGREED TO NAME AS AN ADDITIONAL INSURED IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT PROVIDED THAT THE INJURY OR DAMAGE OCCURS SUBSEQUENT TO THE EXECUTION OF THE CONTRACT OR AGREEMENT. A PERSON OR ORGANIZATION IS INLCUDED AS AN ADDITIONAL INSURED UNDER THIS ENDORSEMENT ONLY FOR THAT TIME PERIOD REQUIRED BY THE CONTRACT OR AGREEMENT. 42 UUN OL5238 (c) When You Add Others As An AdditionalPrior to the expiration of the period of Insured To This Insurancetime that the written contract or written 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 (c)Paragraph below. This insurance does notWith respect to the insurance afforded to the apply to other insurance to which theperson(s) or organization(s) that are additional additional insured in the Schedule has been insureds under this endorsement, the added as an additional insured.following additional exclusion applies: (b) Primary And Non-Contributory To OtherThis insurance does not apply to "bodily Insurance When Required By Contractinjury", "property damage" or "personal and 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) (i)The preparing, approving, or failing to 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 ororwritten agreement that this insurance (2)Supervisory, inspection, architectural or would be primary and would not seek engineering activities. contribution from any other insurance available to the additional insured in theThe limits of insurance that apply to the additional Schedule.insured shown in the Schedule are described in the (c) Method Of SharingLimits Of Insurance section. 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 Section IV –Other Insurance Condition in 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 the loss remains, whichever comes first.B.With respect to insurance provided to the person(s) or organization(s) that are additional If any of the other insurance does not permit When You insureds under this endorsement, the contribution by equal shares, we will Add Others As An Additional Insured To This contribute by limits. Under this method, each Insurance Othersubparagraph, under the insurer's share is based on the ratio of its Insurance Section IV – Commercial Condition of 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. 8. Transfer OfThe following is added to Paragraph 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 Page 1 of 1© Insurance Services Office, Inc., 2008 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form IH 03 07 06 11 Page 1 of 1 © 2011, The Hartford NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A.If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proofofnotice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy’s term. COMMERCIAL AUTOMOBILE HA 99 16 03 12 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 covered "auto" you don't own, hire orA. Subsidiaries and Newly Acquired or borrow in your business or yourFormed Organizations personal affairs.The Named Insured shown in the C. Lessors as InsuredsDeclarations is amended to include: Paragraph A.1. - WHO IS AN INSURED - of(1) Any legal business entity other than a Section II - Liability Coverage is amended topartnership or joint venture, formed as a add:subsidiary in which you have an 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 provide direct primary insurance forpolicy or would be an "insured" under the lessor andsuch a policy but for its termination or (2) The "auto" is leased without a driver.the exhaustion of its Limit of Insurance. Such a leased "auto" will be considered a (2) Any organization that is acquired or covered "auto" you own and not a covered formed by you and over which you "auto" you hire.maintain majority ownership. However, 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 business auto policy, such person or(d) 180 days or more after its organization is an "insured", but onlyacquisition or formation by you, to the extent such person orunless you have given us notice of organization is liable for "bodilythe acquisition or formation. injury" or "property damage" causedCoverage does not apply to "bodily by the conduct of an "insured" underinjury" or "property damage" that results paragraphs a. or b. of Who Is Anfrom an "accident" that occurred before Insured with regard to theyou formed or acquired the organization. ownership, maintenance or use of aB. Employees as Insureds 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 99 16 03 12 Page 1 of 5of ISO Properties, Inc., with its permission.) Policy #42UENOL5558 E. Primary and Non-Contributory ifThe insurance afforded to any such Required by Contractadditional insured applies only if the "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 following provisions apply:(2) Subsequent to the execution of such written contract, and (3) Primary Insurance When Required By Contract(3) Prior to the expiration of the period 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 primary. If other insurance is also(2) How Limits Apply primary, we will share with all that otherIf you have agreed in a written contract insurance by the method described inor written agreement that another Other Insurance 5.d.person or organization be added as an (4) Primary And Non-Contributory To Otheradditional insured on your policy, the Insurance When Required By Contractmost we will pay on behalf of such additional insured is the lesser of:If you have agreed in a written contract or written agreement that this insurance(a) The limits of insurance specified in is primary and non-contributory with thethe written contract or written additional insured's own insurance, thisagreement; or insurance is primary and we will not(b) The Limits of Insurance shown in seek contribution from that otherthe Declarations.insurance. Such amount shall be a part of and not (3) (4)Paragraphs and do not apply to other in addition to Limits of Insurance shown insurance to which the additional insuredin the Declarations and described in this has been added as an additional insured.Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance 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 otherindemnity.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 otherthat this insurance is primary and non-insurance would pay for the loss in thecontributory with the additional insured's absence of this insurance; andown 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 We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d.or written agreement that another 2. AUTOS RENTED BY EMPLOYEESperson or organization be added as an 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 99 16 03 12 Page 2 of 5of ISO Properties, Inc., with its permission.) Policy #42UENOL5558 5 PHYSICAL DAMAGE - ADDITIONALIf an "employee’s" personal insurance also . TEMPORARY TRANSPORTATION EXPENSE applies on an excess basis to a covered "auto" COVERAGEhired or rented by your "employee" on your behalf and at your direction, this insurance will Paragraph A.4.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. 6. LOAN/LEASE GAP COVERAGEEXCLUSION 5. - FELLOW EMPLOYEE - of 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 owe on the loan/lease at the time of "loss" lessIf hired "autos" are covered "autos" for Liability any amounts representing taxes; overdueCoverage and if Comprehensive, Specified payments; penalties, interest or chargesCauses of Loss, or Collision coverages are resulting from overdue payments; additionalprovided under this Coverage Form for any mileage charges; excess wear and tear charges;"auto" you own, then the Physical Damage lease termination fees; security deposits notCoverages provided are extended to "autos" you returned by the lessor; costs for extendedhire or borrow, subject to the following limit. warranties, credit life Insurance, health, accidentThe 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 a. The exceptions to Paragraphs B.4 -insurance. Subject to the above limit, deductible EXCLUSIONS - of SECTION III - PHYSICALand excess provisions, we will provide coverage DAMAGE COVERAGE are replaced by theequal to the broadest coverage applicable to any following:covered "auto" you own. 4.c. 4.d.Exclusions and do not apply to We will also cover loss of use of the hired "auto" equipment designed to be operated solelyif it results from an "accident", you are legally by use of the power from the "auto's"liable and the lessor incurs an actual financial electrical system that, at the time of "loss", loss, subject to a maximum of $1000 per is:"accident". (1) Permanently installed in or uponThis extension of coverage does not apply to the covered "auto";any "auto" you hire or borrow from any of your "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 99 16 03 12 Page 3 of 5of ISO Properties, Inc., with its permission.) 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 The requirement in LOSS CONDITIONS 2.a. -solely for the reproduction of sound, and DUTIES IN THE EVENT OF ACCIDENT,CLAIM,accessories used with such equipment)SUIT OR LOSS - of SECTION IV - BUSINESSthat reproduces, receives or transmits AUTO CONDITIONS that you must notify us ofaudio, visual or data signals which, at the an "accident" applies only when the "accident" istime of "loss", is:known to: (1) Permanently installed in or upon (1) You, if you are an individual;the covered "auto" in a housing, (2) A partner, if you are a partnership;opening or other location that is not 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 DISCLOSEin Paragraph 2.a. above or is an HAZARDSintegral part of that equipment; or If you unintentionally fail to disclose any hazards(3) An integral part of such equipment.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 TERRITORYstolen electronic equipment will be reduced by Paragraph e. of GENERAL CONDITIONS 7. -the applicable deductible shown in the POLICY PERIOD, COVERAGE TERRITORY -Declarations, or $250, whichever deductible is of SECTION IV - BUSINESS AUTOless. CONDITIONS is replaced by the following:9. EXTRA EXPENSE - BROADENED e. For short-term hired "autos", the coverageCOVERAGE territory with respect to Liability Coverage isUnder Paragraph A. - COVERAGE - of SECTION anywhere in the world provided that if theIII - PHYSICAL DAMAGE COVERAGE, we will "insured's" responsibility to pay damages forpay for the expense of returning a stolen covered "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 and possessions of the United States ofUnder Paragraph D. - DEDUCTIBLE - of SECTION America, Puerto Rico or Canada or in aIII - PHYSICAL DAMAGE COVERAGE, the settlement we agree to.following is added: 15. WAIVER OF SUBROGATIONNo deductible applies to glass damage if the glass is repaired rather than replaced.TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV -11. TWO OR MORE DEDUCTIBLES BUSINESS AUTO CONDITIONS is amended byUnder Paragraph D. - DEDUCTIBLE - of SECTION adding the following:III - PHYSICAL DAMAGE COVERAGE, the following is added: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 4 of 5of ISO Properties, Inc., with its permission.) 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 move the auto but does not include autos"Bodily injury" means bodily injury, sickness or powered solely by electricity or natural gas.disease sustained by any person, including 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 electric motors; and that uses the internal17. EXTENDED CANCELLATION CONDITION combustion engine and one or more electricParagraph 2. of the COMMON POLICY motors to move the auto, or the internalCONDITIONS - CANCELLATION - applies combustion engine to charge one or moreexcept as follows: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 In the event of a total loss to an "auto" for whichto the first Named Insured written notice of Comprehensive, Specified Causes of Loss, orcancellation at least 60 days before the effective Collision coverages are provided under thisdate of cancellation. Coverage Form, then such Physical Damage18. HYBRID, ELECTRIC, OR NATURAL GAS Coverages are amended to add the following:VEHICLE PAYMENT COVERAGE 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 wrapsfor which Comprehensive, Specified Causes of which are displayed on the covered "auto" at theLoss, or Collision coverages are provided under time of total loss. Regardless of the number ofthis Coverage Form, then such Physical autos deemed a total loss, the most we will payDamage Coverages are amended as follows:under this Vehicle Wrap Coverage provision for a.If 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 99 16 03 12 Page 5 of 5of ISO Properties, Inc., with its permission.) Policy #42UENOL5558 ABCDEFGHIJ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional days of the cancellation effective date to the Conditions:certificate holder(s) with mailing addresses on file with the agent of record or the Company. A.If this policy is cancelled by the Company,other than for nonpayment of premium, notice of such If notice is mailed, proof of mailing to the last known cancellation will be provided at least thirty (30) mailing address of the certificate holder(s) on file with days in advance of the cancellation effective date the agent of record or the Company will be sufficient to the certificate holder(s) with mailing addresses proof of notice. on file with the agent of record or the Company.Any notification rights provided by this endorsement B.If this policy is cancelled by the Company for apply only to active certificate holder(s) who were nonpayment of premium, or by the insured, notice issued a certificate of insurance applicable to this of such cancellation will be provided within (10)policy’s term. Form IH 03 07 06 11 Page 1 of 1 © 2011, The Hartford Policy #42UENOL5558 Form XL 00 03 09 16 Page 1 of 14 © 2016, The Hartford UMBRELLA LIABILITY POLICY PROVISIONS In this policy the words "you" and "your" refer to the Named Insured first shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. "We", "us" and "our" refer to the stock insurance company member of The Hartford Financial Services Group Inc. shown in the Declarations. Other words and phrases that appear in quotation marks also have special meaning. Refer to DEFINITIONS (Section VII). IN RETURN FOR THE PAYMENT OF THE PREMIUM, in reliance upon the statements in the Declarations made a part hereof and subject to all of the terms of this policy, we agree with you as follows: SECTION I - COVERAGES INSURING AGREEMENTS A. Umbrella Liability Insurance 1.We will pay those sums that the "insured" becomes legally obligated to pay as "damages" in excess of the "underlying insurance" or of the "self-insured retention" when no "underlying insurance" applies, because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies caused by an "occurrence". But, the amount we will pay as "damages" is limited as described in Section IV - LIMITS OF INSURANCE. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Section II - INVESTIGATION,DEFENSE, SETTLEMENT. 2.This insurance applies to "bodily injury", "property damage" or "personal and advertising injury" only if: a.The "bodily injury", "property damage" or "personal and advertising injury" occurs during the "policy period"; and b.Prior to the "policy period", no insured listed under Paragraph A.of Section III - Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the "policy period", that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the "policy period" will be deemed to have been known prior to the "policy period". 3."Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under paragraph A. of Section III - Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: a.Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; b.Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or c.Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. B. Exclusions This policy does not apply to: 1. Pollution Any obligation: a.To pay for the cost of investigation, defense or settlement of any claim or suit against any "insured" alleging actual or threatened injury or damage of any nature or kind to persons or property which arises out of or would not have occurred but for the pollution hazard; or b.To pay any "damages", judgments, settlements, loss, costs or expenses that may be awarded or incurred: i.By reason of any such claim or suit or any such injury or damage; or ii.In complying with any action authorized by law and relating to such injury or damage. As used in this exclusion, pollution hazard means an actual exposure or threat of exposure to the corrosive, toxic or other harmful properties of any solid, liquid, gaseous or thermal: a.Pollutants; b.Contaminants; Policy Number: 42 XHU OL 5836 Page 2 of 14 Form XL 00 03 09 16 c.Irritants; or d.Toxic substances; Including: Smoke; Vapors; Soot; Fumes; Acids; Alkalis; Chemicals, and Waste materials consisting of or containing any of the foregoing. Waste includes materials to be recycled, reconditioned or reclaimed. EXCEPTION This exclusion does not apply: a.To "bodily injury" to any of your "employees" arising out of and in the course of their employment by you; or b.To injury or damage as to which valid and collectible "underlying insurance" with at least the minimum limits shown in the Schedule of Underlying Insurance Policies is in force and applicable to the "occurrence". In such event, any coverage afforded by this policy for the "occurrence" will be subject to the pollution exclusions of the "underlying insurance" and to the conditions, limits and other provisions of this policy. In the event that "underlying insurance" is not maintained with limits of liability as set forth in the Schedule of Underlying Insurance Policies, coverage under any of the provisions of this exception does not apply. Exception b.does not apply to: "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (1)That are, or that are contained in any property that is : (a)Being transported or towed by, handled, or handled for movement into, onto or from, any "auto"; (b)Otherwise in the course of transit by or on behalf of the "insured"; or (c)Being stored, disposed of, treated or processed in or upon any "auto"; (2)Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto any "auto"; or (3)After the "pollutants" or any property in which the "pollutants" are contained are moved from any "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph (1)above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto", covered by the "underlying insurance" or its parts, if: a.The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and b.The "bodily injury,' "property damage" or "covered pollution cost or expense" does not arise out of the operation of any following equipment: i.Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting or well servicing equipment; and ii.Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers. Paragraphs (2)and (3)above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon an "auto" Policy Number: 42 XHU OL 5836 Form XL 00 03 09 16 Page 3 of 14 covered by the "underlying insurance" if: a.The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto", and b.The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. 2. Workers Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. 3. Contractual Liability Liability assumed by the "insured" under any contract or agreement with respect to an "occurrence" taking place before the contract or agreement is executed. 4. Personal And Advertising Injury This policy does not apply to "personal and advertising injury". EXCEPTION This exclusion does not apply to the extent that coverage for such "personal and advertising injury" is provided by "underlying insurance", but in no event shall any "personal and advertising injury" coverage provided under this policy apply to any claim or "suit" to which "underlying insurance" does not apply. Any coverage restored by this EXCEPTION applies only to the extent that such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies. 5. Underlying Insurance Any injury or damage: a.Covered by "underlying insurance" but for any defense which any underlying insurer may assert because of the "insured's" failure to comply with any condition of its policy; or b.For which "damages" would have been payable by "underlying insurance" but for the actual or alleged insolvency or financial impairment of an underlying insurer. 6. Aircraft "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, loading or unloading of any aircraft: a.Owned by any "insured"; or b.Chartered or loaned to any "insured". This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to aircraft that is: a.Hired, chartered or loaned with a paid crew; but b.Not owned by any "insured". This exclusion does not apply to "bodily injury" to any of your "employees" arising out of and in the course of their employment by you. 7. Watercraft "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, loading or unloading of any watercraft. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: a.Watercraft you do not own that is: (1)Less than 51 feet long, and (2)Not being used to carry persons or property for a charge; b."Bodily injury" to any of your "employees" arising out of and in the course of their employment by you; or c.Any watercraft while ashore on premises owned by, rented to or controlled by you. 8. War Any injury or damage, however caused, arising, directly or indirectly, out of: a.War, including undeclared or civil war; or Policy Number: 42 XHU OL 5836 Page 4 of 14 Form XL 00 03 09 16 b.Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c.Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 9. Damage To Property "Property damage" to property you own. 10. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. 11. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. 12. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: a.A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or b.A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. 13. Recall Of Products, Work Or Impaired Property "Damages" claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: a."Your product"; b."Your work"; or c."Impaired Property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. 14. Expected Or Intended "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 15. Employer Liability Coverage afforded any of your "employees" for "bodily injury" or "personal and advertising injury": a.To other "employees" arising out of and in the course of their employment; b.To the spouse, child, parent, brother or sister of that "employee" as a consequence of such "bodily injury" to that "employee". c.To you or, any of your partners or members, (if you are a partnership, joint venture), or your members (if you are a limited liability company); or d.Arising out of the providing or failing to provide professional health care services. Subparagraphs a.and b.of this exclusion apply: (1)Whether the "insured" may be liable as an employer or in any other capacity; and (2)To any obligation to share "damages" with or repay someone else who must pay "damages" because of the injury. EXCEPTION Subparagraphs a. and b. of this exclusion do not apply if "underlying insurance" is maintained providing coverage for such liability with minimum underlying limits, as described in the Schedule of Underlying Insurance Policies. 16. Property Damage To Employee's Property Coverage afforded any of your "employees" for "property damage" to property owned or occupied by or rented or loaned to: a.That "employee"; b.Any of your other "employees"; c.Any of your partners or members (if you are a partnership or joint venture); or d.Any of your members (if you are a limited liability company). Policy Number: 42 XHU OL 5836 Form XL 00 03 09 16 Page 5 of 14 17. Uninsured Or Underinsured Motorists Any claim for: a.Uninsured or Underinsured Motorists Coverage; b.Personal injury protection; c.Property protection; or d.Any similar no-fault coverage by whatever name called; Unless this policy is endorsed to provide such coverage. 18. Employment Practices Liability a.Any injury or damage to: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment; or (c)Employment-related practices, policies, acts or omissions, such as but not limited to: coercion, demotion,evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or (2)The spouse, child, parent, brother or sister of that person, as a consequence of any injury or damage to that person at whom any of the employment-related practices described in paragraphs (a),(b),or (c)above is directed. This exclusion applies: i.Whether the injury-causing event described in part (1)above occurs before employment, during employment or after employment of that person; ii.Whether the "insured" may be liable as an employer or in any other capacity; and iii.To any obligation to share "damages" with or repay someone else who must pay "damages" because of the injury. 19. Employee Retirement Income Security Act Any liability arising out of intentional or unintentional violation of any provision of the Employee Retirement Income Security Act of 1974, Public Law 93-406 (commonly referred to as the Revision Act of 1974), or any amendments to them. 20. Asbestos Any injury, damages, loss, cost or expense, including but not limited to "bodily injury", "property damage" or "personal and advertising injury" arising out of, or relating to, in whole or in part, the "asbestos hazard" that: a.May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; or b.Arise out of any request, demand, order, or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of any "asbestos hazard"; or c. Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". 21. Racing And Stunting Activities "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, or loading or unloading of any "auto" or "mobile equipment" while being used in any: a.Prearranged or organized racing, speed or demolition contest; b.Stunting activity; or c.Preparation for any such contest or activity. 22. Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: a.Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or b.The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit Policy Number: 42 XHU OL 5836 Page 6 of 14 Form XL 00 03 09 16 monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1)or (2)above. However, unless Paragraph (1)above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 23. Limited Underlying Coverage Any injury, damage, loss, cost or expense, including but not limited to "bodily injury", "property damage" or "personal and advertising injury" for which: a.an "underlying insurance" policy or policies specifically provides coverage; but b.because of a provision within the "underlying insurance" such coverage is provided at a limit or limits of insurance that are less than the limit(s) for the "underlying insurance" policy or policies shown on the Schedule of Underlying Insurance Policies. 24. Recording And Distribution Of Material Or Information In Violation Of Law Any injury, damage, loss, cost or expense, including but not limited to "bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: a.The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; b.The CAN-SPAM Act of 2003, including any amendment of or addition to such law; c.The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or d.Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. SECTION II - INVESTIGATION, DEFENSE, SETTLEMENT A.With respect to "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies (whether or not the "self-insured retention" applies) and 1.For which no coverage is provided under any "underlying insurance"; or 2.For which the underlying limits of any "underlying insurance" policy have been exhausted solely by payments of "damages" because of "occurrences" during the "policy period", We: 1.Will have the right and the duty to defend any "suit" against the "insured" seeking "damages" on account thereof, even if such "suit" is groundless, false or fraudulent; but our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under coverages afforded by this policy; 2.May make such investigation and settlement of any claim or "suit" as we deem expedient; 3.Will pay all expenses incurred by us, all court costs taxed against the "insured" in any "suit" defended by us and all interest on the entire amount of any judgment therein which accrues after the entry of the judgment and before we have paid or tendered or deposited in court that part of the judgment which does not exceed the applicable limit of insurance. However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured; 4.Will pay all premiums on appeal bonds required in any such "suit", premiums on bonds to release attachments in any such "suit" for an amount not in excess of the applicable limit of insurance, and the cost of bail bonds required of the "insured" because of an accident or traffic law violation arising out of the operation of any vehicle to which this policy applies, but we will have no obligation to applyfor or furnish any such bonds; 5.Will pay all reasonable expenses incurred by the "insured" at our request in assisting us in the investigation or defense of any claim or "suit", including actual loss of earnings not to exceed $500 per day per "insured"; Policy Number: 42 XHU OL 5836 Form XL 00 03 09 16 Page 7 of 14 and the amounts so incurred, except settlement of claims and "suits," are not subject to the "self- insured retention" and are payable in addition to any applicable limit of insurance. The "Insured" agrees to reimburse us promptly for amounts paid in settlement of claims or "suits" to the extent that such amounts are within the "self-insured retention". B.You agree to arrange for the investigation, defense or settlement of any claim or "suit" in any country where we may be prevented by law from carrying out this agreement. We will pay defense expenses incurred with our written consent in connection with any such claim or "suit" in addition to any applicable limit of insurance. We will also promptly reimburse you for our proper share, but subject to the applicable limit of insurance, of any settlement above the "self-insured retention" made with our written consent. C.We will have the right to associate at our expense with the "insured" or any underlying insurer in the investigation, defense or settlement of any claim or "suit" which in our opinion may require payment hereunder. In no event, however, will we contribute to the cost and expenses incurred by any underlying insurer. SECTION III - WHO IS AN INSURED A.If you are doing business as: 1.An individual, you and your spouse are "insureds", but only with respect to the conduct of a business of which you are the sole owner. 2.A partnership or joint venture, you are an "insured". Your members, your partners, and their spouses are also "insureds", but only with respect to the conduct of your business. 3.A limited liability company, you are an "insured". Your members are also "insureds", but only with respect to the conduct of your business. Your managers are "insureds", but only with respect to their duties as your managers. 4.An organization other than a partnership, joint venture or limited liability company, you are an "insured". Your "executive officers" and directors are "insureds", but only with respect to their duties as your officers or directors. Your stockholders are also "insureds", but only with respect to their liability as stockholders. 5.A trust, you are an "insured". Your trustees are also "insureds", but only with respect to their duties as trustees. B.Each of the following is also an "insured": 1.Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees," other than your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts: a.Within the scope of their employment by you or while performing duties related to the conduct of your business; and b.Only if such "volunteer workers" or "employees" are insureds under "underlying insurance" with limits of liability no less than stated in the Schedule of Underlying Insurance Policies, subject to all the coverage, terms, conditions and limitations of such "underlying insurance". 2.Any person or organization with whom you agreed, because of a written contract, written agreement or because of a permit issued by a state or political subdivision, to provide insurance such as is afforded under this policy, but only with respect to your operations, "your work" or facilities owned or used by you. This provision does not apply: a.Unless the written contract or written agreement has been executed, or the permit has been issued prior to the "bodily injury," "property damage," or "personal and advertising injury"; and b.Unless limits of liability specified in such written contract, written agreement or permit is greater than the limits shown for "underlying insurance"; or c.Beyond the period of time required by the written contract or written agreement. 3.Any person or organization having proper temporary custody of your property if you die, but only: a.With respect to liability arising out of the maintenance or use of that property; and b.Until your legal representative has been appointed. 4.Your legal representative if you die, but only with respect to his or her duties as such. That representative will have all your rights and duties under this policy. C.With respect to "auto", any "insured" in the "underlying insurance" is an "insured" under this insurance policy, subject to all the limitations of such "underlying insurance". D.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain Policy Number: 42 XHU OL 5836 Page 8 of 14 Form XL 00 03 09 16 financial interest of more than 50% of the voting stock, will qualify as an "insured" if there is no other similar insurance available to that organization. However: 1.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the "policy period", whichever is earlier; 2.This insurance does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and 3.This insurance does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. E.Each person or organization, not included as an "insured" in Paragraphs A., B., C., or D., who is an "insured" in the "underlying insurance" is an "insured" under this insurance subject to all the terms, conditions and limitations of such "underlying insurance". No person or organization is an "insured" with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. With respect to any person or organization who is not an "insured" under "underlying insurance", coverage under this policy shall apply only to loss in excess of the amount of the "underlying insurance" or "self-insured retention" applicable to you. However, coverage afforded by reason of the provisions set forth above applies only to the extent: (i)Of the scope of coverage provided by the "underlying insurance" but in no event shall coverage be broader than the scope of coverage provided by this policy and any endorsements attached hereto; and (ii)That such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies. SECTION IV - LIMITS OF INSURANCE A.The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: 1."Insureds"; 2.Claims made or "suits" brought; 3.Persons or organizations making claims or bringing "suits"; or 4.Coverages under which damages are covered under this policy. B.The Limit of Insurance stated as the General Aggregate Limit is the most we will pay for the sum of "damages", other than "damages": 1.Because of injury or damage included within the "products-completed operations hazard"; 2.Because of "bodily injury" by disease to your "employees" arising out of and in the course of their employment by you; and 3.Because of "bodily injury" and "property damage" arising out of the ownership, operations, maintenance, use, entrustment to others, loading or unloading of any "auto". C.The Limit of Insurance stated as the Products Completed Operations Aggregate Limit is the most we will pay for "damages" because of injury or damage included within the "products- completed operations hazard". D.The Limit of Insurance stated as the Bodily Injury By Disease Aggregate Limit is the most we will pay for "damages" because of "bodily injury" by disease to your "employees" arising out of and in the course of their employment by you. E.Subject to B., C.,or D above, whichever applies, the Each Occurrence Limit is the most we will pay for "damages" because of all "bodily injury", "property damage", and "personal and advertising injury" arising out of any one "occurrence". F.Our obligations under this insurance end when the applicable Limit of Insurance available is used up. If we pay any amounts for "damages" in excess of that Limit of Insurance, you agree to reimburse us for such amounts. G.The Limits of Insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the "policy period" shown in the Declarations. However, if the "policy period" is extended after issuance for an additional period of less than 12 months, the additional period will be deemed part of the last preceding period for the purpose of determining the Limits of Insurance. SECTION V - NUCLEAR ENERGY LIABILITY EXCLUSION (Broad Form) A.The insurance does not apply: 1.To "bodily injury" or "property damage": a.With respect to which an "insured" under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured Policy Number: 42 XHU OL 5836 Form XL 00 03 09 16 Page 9 of 14 under any such policy but for its termination upon exhaustion of its limit of liability; or b.Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "insured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. 2.To "bodily injury" or "property damage" resulting from the "hazardous properties" of "nuclear material" if: a.The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on behalf of, an "insured" or (b) has been discharged or dispersed therefrom; b.The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an "insured"; or c.The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion c.applies only to "property damage" to such "nuclear facility" and any property thereat. B.As used in this exclusion: "Hazardous properties" include radioactive, toxic or explosive properties; "Nuclear material" means "source material", "special nuclear material" or "by-product material"; "Source material", "special nuclear material" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility". "Nuclear facility" means: (1)Any "nuclear reactor"; (2)Any equipment or device designed or used for (a)separating the isotopes of uranium or plutonium,(b)processing or utilizing "spent fuel," or (c)handling, processing or packaging "waste"; (3)Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (4)Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; "Property damage" includes all forms of radioactive contamination of property. SECTION VI - CONDITIONS A. Premium All premiums for this policy shall be computed in accordance with Item 5 of the Declarations. The premium stated as such in the Declarations is a deposit premium only which shall be credited to the amount of any earned premium. At the close of each "policy period", the earned premium shall be computed for such period, and upon notice thereof to the Named Insured first shown in the Declarations shall become due and payable by such Named Insured. If the total earned premium for the "policy period" is less than the premium previously paid and more than the minimum premium, we shall return to such Named Insured the unearned portion paid by such Named Insured. The Named insured first shown in the Declarations shall maintain records of such information as is necessary for premium computation, and shall send copies of such records to us at the end of the "policy period" and at such times during the "policy period" as we may direct. Policy Number: 42 XHU OL 5836 Page 10 of 14 Form XL 00 03 09 16 B. Inspection And Audit We shall be permitted but not obligated to inspect your property and operations at any time. Neither our right to make inspections, nor the making thereof, nor any report thereon, shall constitute an undertaking on your behalf or for your benefit or that of others to determine or warrant that such property or operations are: 1.Safe; 2.Healthful; or 3.In compliance with any law, rule or regulation. We may examine and audit your books and records at any time during the "policy period" and extensions thereof and within three years after the final termination of this policy, insofar as they relate to the subject matter of this policy. C. Duties In The Event Of Occurrence, Claim Or Suit 1.You must see to it that we are notified as soon as practicable of an "occurrence" which may result in a claim under this policy. This requirement applies only when such "occurrence" is known to any of the following: a.You or any additional insured that is an individual; b.Any partner, if you or an additional insured are a partnership; c.Any manager, if you or an additional insured are a limited liability company; d.Any "executive officer" or insurance manager, if you or an additional insured are a corporation; e.Any trustee, if you or an additional insured is a trust; or f.Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. To the extent possible, notice should include: a.How, when and where the "occurrence" took place; b.The names and addresses of any injured persons and witnesses; and c.The nature and location of any injury or damage arising out of the "occurrence" or "offense". 2.If a claim is made or "suit" is brought against any insured, you must: a.Immediately record the specifics of the claim or "suit" and the date received; and b.Notify us in writing as soon as practicable if the claim is likely to exceed the amount of the "self-insured retention" or "underlying insurance", whichever applies. 3.You and any other involved insured must: a.Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit" involving or likely to involve a sum in excess of any "self- insured retention" or "underlying insurance", whichever applies"; b.Authorize us to obtain records and other information; c.Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and d.Assist us, upon our request in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this policy or any "underlying insurance" or "self-insured retention" may apply. 4.No insured will, except at that insured's own cost, make or agree to any settlement for a sum in excess of: a.The total limits of "underlying insurance"; or b.The "self-insured retention" if no "underlying insurance" applies without our consent. 5.No insureds will, except at that insured's own cost, make a payment, assume any obligation, or incur any expenses, other than first aid, without our consent. D. Assistance And Cooperation Of The Insured The "insured" shall: 1.Cooperate with us and comply with all the terms and conditions of this policy; and 2.Cooperate with any of the underlying insurers as required by the terms of the "underlying insurance" and comply with all the terms and conditions thereof. The "insured" shall enforce any right of contribution or indemnity against any person or organization who may be liable to the "insured" because of "bodily injury", "property damage" or "personal and advertising injury" with respect to this policy or any "underlying insurance". E. Legal Action Against Us No person or organization has a right under this policy: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or Policy Number: 42 XHU OL 5836 Form XL 00 03 09 16 Page 11 of 14 b.To sue us on this policy unless all of its terms and those of the "underlying insurance" have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but, we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the limit of liability. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. F. Appeals In the event the "insured" or the "insured's" underlying insurer elects not to appeal a judgment in excess of the "underlying insurance" or the "self-insured retention," we may elect to make such appeal, at our cost and expense. If we so elect, we shall be liable in addition to the applicable Limit of Insurance, for the: 1.Taxable costs; 2.Disbursements; and 3.Additional interest incidental to such appeal; But in no event will we be liable for "damages" in excess of the applicable aggregate Limit of Insurance. If a judgment is rendered in excess of the limits of "underlying insurance" and we offer to pay our full share of such judgment, but you or your underlying insurers elect to appeal it, you, your underlying insurers or both will bear: a.The cost and duty of obtaining any appeal bond; b.The taxable costs, disbursements and additional interest incidental to such appeal; and c.Any increase in damages over the amount the matter could have been settled for after the verdict was entered and before the appeal was filed. G. Other Insurance This policy shall apply in excess of all "underlying insurance" whether or not valid and collectible. It shall also apply in excess of other valid and collectible insurance (except other insurance purchased specifically to apply in excess of this insurance) which also applies to any loss for which insurance is provided by this policy. These excess provisions apply, whether such other insurance is stated to be: 1.Primary; 2.Contributing; 3.Excess; or 4.Contingent. H. Transfer Of Rights Of Recovery Against Others To Us 1. Transfer Of Rights Of Recovery If the insured has rights to recover all or a part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after a loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. a.Recoveries shall be applied to reimburse: (1)First, any interest (including the Named Insured) that paid any amount in excess of our limit of liability; (2)Second, us, along with any other insurers having a quota share interest at the same level; (3)Third, such interests (including the Named Insured) of whom this insurance is excess. However, a different apportionment may be made to effect settlement of a claim by agreement signed by all interests. b.Reasonable expenses incurred in the exercise of rights of recovery shall be apportioned among all interests in the ratio of their respective losses for which recovery is sought. 2. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the "insured" has waived any rights of recovery against any person or organization for all or part of any payment we have made under this policy, we also waive that right, provided the "insured" waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. I. Changes This policy contains all the agreements between you and us concerning the insurance afforded. Notice to any agent, or knowledge possessed by any agent or any other person shall not effect a waiver or a change in any part of this policy, or stop us from asserting any rights under the terms of this policy. The Named Insured first shown in the Declarations is authorized on behalf of all "insureds" to agree with us on changes in the terms of this policy. If the terms are changed, the changes will be shown in an endorsement issued by us and made a part of this policy. Policy Number: 42 XHU OL 5836 Page 12 of 14 Form XL 00 03 09 16 J. Separation Of Insureds Except with respect to the Limits of Liability, and any rights or duties specifically assigned in this policy to the Named Insured first shown in the declarations, this insurance applies: a.As if each Named Insured were the only Named Insured: and b.Separately to each insured against whom claim is made or "suit" is brought. K. Maintenance Of Underlying Insurance Policies affording in total the coverage and limits stated in the Schedule of Underlying Insurance Policies shall be maintained in full effect during the currency of this policy. Your failure to comply with the foregoing shall not invalidate this policy, but in the event of such failure, we shall be liable only to the extent that we would have been liable had you complied herewith. The Named Insured first shown in the Declarations shall give us written notice as soon as practicable of any of the following: 1. Any change in the coverage or in the limits of any "underlying insurance", including but not limited to a change from occurrence coverage to claims made coverage; 2.Termination of part or all of one or more of the policies of "underlying insurance"; 3.Reduction or exhaustion of an aggregate limit of liability of any "underlying insurance". The "self-insured retention" shall not apply should the "underlying insurance" be exhausted by the payment of claims or "suits" which are also covered by this policy. L. Cancellation 1.The Named Insured first shown in the Declarations may cancel this policy by mailing or delivering to us or to any of our authorized agents advance written notice of cancellation. 2.We may cancel this policy by mailing or delivering to the Named Insured first shown in the Declarations at the address shown in this policy, written notice of cancellation at least: a.10 days before the effective date of cancellation if such Named Insured fails to pay the premium or any installment when due; or b.30 days before the effective date of cancellation if we cancel for any other reason. 3.If notice is mailed, proof of mailing will be sufficient proof of notice. Notice will state the effective date of cancellation. The "policy period" will end on that date. Delivery of such notice by the Named Insured first shown in the Declarations or by us will be equivalent to mailing. 4.If the Named Insured first shown in the Declarations cancels, the refund may be less than pro rata, but we will retain any minimum premium stated as such in the Declarations. If we cancel, the refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund. M. Non-Renewal 1.If we decide not to renew, we will mail or deliver to the Named Insured first shown in the Declarations, at the address shown in this policy, written notice of non-renewal at least 30 days before the end of the "policy period". 2.If notice is mailed, proof of mailing will be sufficient proof of notice. 3.If we offer to renew but such Named Insured does not accept, this policy will not be renewed at the end of the current "policy period". N. Workers' Compensation Agreement With respect to "bodily injury" to any officer or other employee arising out of and in the course of employment by you, you represent and agree that you have not abrogated and will not abrogate your common-law defenses under any Workers' Compensation Law by rejection of such law or otherwise. If at any time during the "policy period" you abrogate such defenses, the insurance for "bodily injury" to such officer or other employee automatically terminates at the same time. O. Bankruptcy Or Insolvency In the event of the bankruptcy or insolvency of the "insured" or any entity comprising the "insured", we shall not be relieved of any of our obligations under this policy. P. Representations By accepting this policy, you agree: a.The statements in the Declarations are accurate and complete; b.The statements in the Schedule Of Underlying Insurance Policies are accurate and complete; c.The statements in a. and b. are based upon representations you made to us: d.We have issued this policy in reliance upon your representations; and e.If unintentionally you should fail to disclose all hazards at the inception of this policy, we shall not deny coverage under this policy because of such failure. Policy Number: 42 XHU OL 5836 Form XL 00 03 09 16 Page 13 of 14 SECTION VII - DEFINITIONS Except as otherwise provided in this section or amended by endorsement, the words or phrases that appear in quotation marks within this policy shall follow the definitions of the applicable "underlying insurance" policy. "Accident"includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage". "Asbestos hazard"means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. "Auto"means: a.A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". "Covered pollution cost or expense"means any cost or expense arising out of: 1.Any request, demand, order or statutory or regulatory requirement; or 2.Any claim or "suit" by or on behalf of a governmental authority demanding that the "insured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants". "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (1)That are, or that are contained in any property that is: a.Being transported or towed by, handled, or handled for movement into, onto or from, any "auto"; b.Otherwise in the course of transit by or on behalf of the "insured"; or c.Being stored, disposed of, treated or processed in or upon any "auto"; or (2)Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto any "auto"; or (3)After the "pollutants" or any property in which the "pollutants" are contained are moved from any "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a.above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto", covered by the "underlying insurance" or its parts, if: (1)The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2)The "bodily injury," "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in paragraphs 6.b and 6.c.of the definition of "mobile equipment". Paragraphs b.and c.above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon an "auto" covered by the "underlying insurance" if: (1)The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto"; and (2)The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. "Damages"include prejudgment interest awarded against the "insured" on that part of the judgment we pay. "Damages" do not include: 1.Fines; 2.Penalties; or 3.Damages for which insurance is prohibited by the law applicable to the construction of this policy. Subject to the foregoing, "damages" include damages for any of the following which result at any time from "bodily injury" to which this policy applies: 1.Death; 2.Mental anguish; 3.Shock; 4.Disability; or 5.Care and loss of services or consortium. "Insured"means any person or organization qualifying as an insured in the applicable WHO IS AN INSURED provision of this policy. The insurance afforded applies separately to each "insured" against whom claim is made or "suit" is brought, except with respect to the limit of our liability under LIMITS OF INSURANCE (SECTION IV). "Occurrence"means 1.With respect to "bodily injury" or "property damage": an accident, including continuous or Policy Number: 42 XHU OL 5836 Page 14 of 14 Form XL 00 03 09 16 repeated exposure to substantially the same general harmful conditions, and 2.With respect to "personal and advertising injury": an offense described in one of the numbered subdivisions of that definition in the "underlying insurance". "Policy period"means the period beginning with the inception date stated as such in the Declarations and ending with the earlier of: 1.The date of cancellation of this policy; or 2.The expiration date stated as such in the Declarations. "Self-insured retention"means the amount stated as such in the Declarations which is retained and payable by the "insured" with respect to each "occurrence". "Underlying insurance"means the insurance policies listed in the Schedule of Underlying Insurance Policies, including any renewals or replacements thereof, which provide the underlying coverages and limits stated in the Schedule of Underlying Insurance Policies. The limit of "underlying insurance" includes: 1.Any deductible amount; 2.Any participation of any "insured"; and 3.Any "self-insured retention" above or beneath any such policy; Less the amount, if any, by which the aggregate limit of such insurance has been reduced by any payment relating to any act, error, omission, injury, damage or offense for which insurance is provided by this policy, including Medical Payments Coverage as described in the "underlying insurance." The coverages and limits of such policies and any such deductible amount, participation or "self-insured retention" shall be deemed to be applicable regardless of: 1.Any defense which any underlying insurer may assert because of the "insured's" failure to comply with any condition of its policy; or 2.The actual or alleged insolvency or financial impairment of any underlying insurer or any "insured". The risk of insolvency or financial impairment of any underlying insurer or any "insured" is borne by you and not by us. Policy Number: 42 XHU OL 5836 ABCDEFGHIJ 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):Of Covered Operations: 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. II.Solely as respects the insurance afforded to anyThis provision does not apply: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.) BLANKET TO ALL THAT ARE REQUIRED BY WRITTEN CONTRACT BLANKET TO ALL THAT ARE REQUIRED BY WRITTEN CONTRACT Policy #42 XHU OL 5836 G. Other Insurance Paragraphs a.and b.do not apply to other insurance on which the additional1.This policy shall apply in excess of all insured qualifies as an additional"underlying insurance" whether or not insured pursuant to the terms of thatvalid and collectible. It shall also apply in policy or has been added as anexcess of other valid and collectible additional insured by endorsement.insurance (except other insurance 3. Method Of Sharingpurchased specifically to apply in 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 limit of insurance or none of the lossa.Primary; remains, whichever comes first.b.Contributing; If any of the other insurance does notc.Excess; or permit contribution by equal shares, we d.Contingent.will contribute by limits. Under this method, each insurer's share is based2.However, the following provisions apply on the ratio of its applicable limit ofto other insurance available to any insurance to the total applicable limits ofperson or organization qualifying as an insurance of all insurers.additional insured under Paragraph B.2. 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 If you have agreed in a written contract,Coverage Part scheduled in the written agreement or permit that another"underlying insurance": person or organization be added as ana. Primary Insurance When additional insured on the CommercialRequired By Contract 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.The Limits of Insurance shown in theb. Primary And Non-Contributory To Umbrella Liability Policy Declarations.Other Insurance When Required Such amount shall be a part of and not inBy Contract addition to the Limits of Insurance shown in If you have agreed in a written 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 #42 XHU OL 5836 ABCDEFGHIJ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional days of the cancellation effective date to the Conditions:certificate holder(s) with mailing addresses on file with the agent of record or the Company.A.If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such If notice is mailed, proof of mailing to the last known cancellation will be provided at least thirty (30) mailing address of the certificate holder(s) on file with days in advance of the cancellation effective date the agent of record or the Company will be sufficient to the certificate holder(s) with mailing addresses proof of notice. on file with the agent of record or the Company.Any notification rights provided by this endorsement B.If this policy is cancelled by the Company for apply only to active certificate holder(s) who were nonpayment of premium, or by the insured, notice issued a certificate of insurance applicable to this of such cancellation will be provided within (10) policy’s term. Form IH 03 07 06 11 Page 1 of 1 © 2011, The Hartford Policy Number: 42 XHU OL 5836 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form WC 42 03 04 B Printed in U.S.A. Process Date: Policy Expiration Date: 10/23/23 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 by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. 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: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form WC 99 03 94 Printed in U.S.A. Process Date: 10/23/22 Policy Expiration Date: 10/23/23 © 2011, The Hartford NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Endorsement Number:Policy Number: 42 WB OL6H3F Effective Date: 10/23/22 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 policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy’s term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. CNA Professional Liability and Pollution Incident Liability Insurance Policy Endorsement II NOTICE ENDORSEMENT -NOTICE OF CANCELLATION, NON-RENEWAL OR REDUCTION IN LIMITS WHERE REQUIRED BY WRITTEN CONTRACT It is understood and agreed that if the Named Insured has agreed in a written contract with its client to provide such client with notice of cancellation or non-renewal of this Policy, or notice of a reduction in the Limits of Liability of this Policy by endorsement during the policy term, the Insurer will provide such notice of cancellation, non-renewal or reduction in Limits to the client as set forth herein. Within ten (10) business days of the Insurer's request, the Named Insured will deliver to the Insurer, or cause to be delivered by the broker or agent of record, a list acceptable to the Insurer containing the names and addresses of all entities entitled to receive notice. If the list is not provided to the Insurer within such time period, the Insurer will not provide notification. The Insurer will assume that the list provided to the Insurer by the Named Insured or the broker is a complete and accurate list of certificate holders. Only those persons or entities listed on the schedule will receive notification. The Insurer will keep no other record of any certificate holders in the Insurer's file. Such notice will be delivered to such client at the address recorded by certificate on file with the broker or agent of record and provided to the Insurer. With respect to cancellation or non-renewal of this Policy, the Insurer will provide the Named lnsured's client with the greater of: (1) thirty (30) days' notice; or (2) the number of days' notice set forth in the applicable State Provisions endorsement attached to this Policy in accordance with the Cancellation/Non-Renewal condition of the Policy. With respect to a reduction in the Limits of Liability of this Policy by endorsement during the policy term, the Insurer will provide the Named lnsured's client with the lesser of: (1)sixty (60) days' notice; or (2)the number of days' notice required in the Named lnsured's contract with such client. The Insurer's failure to provide such notification will not extend the Policy cancellation date, negate cancellation or non-renewal of the Policy, invalidate any endorsement to the Policy or be cause for legal action against the Insurer. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CNA83699XX (11-2015) Endorsement Effective Date: 10/23/2022 Endorsement No: 11 ; Page 1 of 1 Underwriting Company: Continental Casualty Company 151 North Franklin Street, Chicago, IL 60606 Policy No: AEH008214422 Policy Effective Date: 10/23/2022 Policy Page: 36 of 40 Official site of the City of Fort Worth, Texas CITY COUNCIL AGENDA Create New From This M&C DATE:12/13/2022 REFERENCE NO.: **M&C 22- 1041 LOG NAME:202024 BRIDGE MAINTENANCE CODE:C TYPE:CONSENT PUBLIC HEARING:NO SUBJECT: (ALL) Authorize Execution of an Engineering Services Agreement with Freese and Nichols, Inc. for Engineering Services for Annual Bridge Maintenance Program with Hourly Rates and Reimbursable Costs Not to Exceed the Amount of $198,855.00 and Authorize Two One-Year Renewal Options RECOMMENDATION: It is recommended that the City Council authorize execution of an Engineering Services Agreement with Freese and Nichols, Inc. for engineering services for annual bridge maintenance program with hourly rates and reimbursable costs not to exceed the amount of $198,855.00 and authorize two one- year renewal options (City Project No. 104485). DISCUSSION: Texas Department of Transportation (TxDOT) performs regular inspections of bridges within Fort Worth. This agreement will provide engineering services needed in preparing plans and contract documents for correcting deficiencies identified during the inspection process. It will also provide engineering services to prepare and prioritize a list of bridges for the five year maintenance plan along with construction estimates. The agreement also includes updates to the City’s Arc GIS layer of bridges. Freese and Nichols, Inc., proposes to perform these engineering services with hourly rates and reimbursable costs not to exceed the amount of $198,855.00. City staff considers this fee to be fair and reasonable for the scope of services proposed. This agreement may be renewed two additional times (City Project No. 104485). In April 2020, the Transportation and Public Works Department (TPW), Capital Delivery Division, published a Request for Qualifications (RFQ) for various engineering consulting services.? Category 10 –Bridge Design Task Order Contracts was utilized for this selection.? An evaluation team of City staff subject matter experts from the Capital Delivery Division of TPW scored the submitted Statement of Qualifications (SOQ) based on company experience, prior projects, workload and team experience.? A pool of five (5) firms was prequalified for Category 10 –Bridge Design. In May 2022, in an effort to match consultants with projects of specific scope, TPW asked the consultants submit a Request for Additional Information (RFAI) highlighting their experience with various project elements. Respondents to the RFAI were scored, and based on this scoring Freese and Nichols, Inc. was selected as the most qualified consultant to provide engineering services for this project. Funding?is budgeted in the TPW Highway & Streets Department's General Capital Projects Fund for the purpose of funding the 2024 Bridge Maintenance project, as appropriated. M/WBE OFFICE –Freese and Nichols, Inc. is in compliance with the City's Business Equity Ordinance by committing to 13\% Business Equity participation on this project. The City's Business Equity goal on this project is 13\%.?? This project is located in ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: Page 1 of 2M&C Review 12/15/2022http://apps.cfwnet.org/council_packet/mc_review.asp?ID=30593&councildate=12/13/2022 Fund Department ID Account Project ID Program Activity Budget Year Reference # (Chartfield 2) Amount Fund Department ID Account Project ID Program Activity Budget Year Reference # (Chartfield 2) Amount The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the General Capital Projects Fund for the 2024 Bridge Maintenance project to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Transportation and Public Works Department has the responsibility to validate the availability of funds. TO FROM Submitted for City Manager's Office by:William Johnson (5806) Originating Department Head:Lauren Prieur (6035) Additional Information Contact:Monty Hall (8662) ATTACHMENTS 202024 BRIDGE MAINTENANCE funds availability.pdf (CFW Internal) CPN104485_Comp_Memo_FreeseAndNichols_11.4.22 GV.pdf (CFW Internal) Form 1295_Freese and Nichols.pdf (CFW Internal) M&C_FID_104485.xlsx (CFW Internal) Project Budget Summary 104485.pdf (CFW Internal) SAM.gov _ Freese and Nichols.pdf (CFW Internal) Page 2 of 2M&C Review 12/15/2022http://apps.cfwnet.org/council_packet/mc_review.asp?ID=30593&councildate=12/13/2022 Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE: Engineering Agreement – 2024 Bridge Maintenance M&C: 22-1041 CPN: 104485 CSO: DOC#: Date: To: Name Department Initials Date Out 1. Valentina Riera TPW - Initial 2. Vendor -Freese & Nichols Vendor - Signature 3. Tariqul Islam TPW- Signature 4. Omar Elbagalati TPW- Initial 5. Leon Wilson TPW - Initial 6. Michael Owen (interim AD) TPW - Initial 7. Lauren Prieur (or Dept. Dir.) TPW- Signature 8. Doug Black Legal - Signature 9. William Johnson CMO - Signature 10. Jannette Goodall CSO - Signature 11. TPW Contracts TPW CC: Program Manager, Sr. CPO, TPW BSPAP Recon Team, TPW Records Room, TPW Contracts ALSO List: - Bus Sppt: Valentina Riera; Prg Mgr: Omar Elbagalati; Sr CPO – Leon Wilson 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 Return To: Please notify TPWContracts@fortworthtexas.gov for pickup when complete. Call ext. 7233 or ext. 8363 with questions. Thank you! T.I. T.I.Jan 24, 2023 VN VN Jan 26, 2023 Jan 26, 2023 OE Jan 27, 2023 Jan 27, 2023 MO Jan 27, 2023 LLP Jan 28, 2023 dwb dwb Jan 30, 2023 Wj Jan 31, 2023 JSG JSG Feb 1, 2023