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HomeMy WebLinkAboutContract 63207-UCSC No. 63206 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 Baird, Hampton & Brown, Inc., authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: Citywide Storm Drain Improvements Project— Project No. 100092. Article I Scope of Services (1) Consultant hereby agrees to perform the professional services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with Miscellaneous Storm Drain Improvements. (2) Additional services, if any, will be requested in writing by the City. The city shall not pay for any work performed by the Consultant or its sub consultants, subcontractors, and/or suppliers that have not been ordered in writing. It is specifically agreed that the Consultant shall not be compensated for any alleged additional work resulting from oral orders of any person. Article II Compensation Consultant shall be compensated an amount up to $95,000 in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A". The Consultant shall provide monthly invoices to the City. Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by City of Consultant's invoice for payment of same. Acceptance by Consultant of said payment shall operate as and shall release the City from all claims or liabilities under this Agreement for anything related to, done, or furnished in connection with the services for which payment is made, including any act or omission of the 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 City of Fort Worth, Texas Citywide Storm Drain Improvements Project Standard Agreement for Engineering Related Design Services CPN 100092 Revised Date: 03-08-2024 Page 1 of 14 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX original effective date. 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. Designation of Engineer's Personnel (1) The ENGINEER and CITY shall agree upon the designation of the ENGINEER's "Project Manager" prior to starting work on the contract. (2) ENGINEER shall inform CITY in writing of a proposed change to their designated project manager prior to making the change or immediately upon receiving notification that the designated project manager is separating employment with the ENGINEER. (3) ENGINEER shall provide resumes to the CITY of the proposed replacement project manager(s), who shall have similar qualifications and experience as the outgoing person, for review and approval. D. 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. (2) In soils, foundation, groundwater, and other subsurface investigations, City of Fort Worth, Texas Citywide Storm Drain Improvements Project Standard Agreement for Engineering Related Design Services CPN 100092 Revised Date: 03-08-2024 Page 2 of 14 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. E. 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. F. 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 per task order, 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. City of Fort Worth, Texas Citywide Storm Drain Improvements Project Standard Agreement for Engineering Related Design Services CPN 100092 Revised Date: 03-08-2024 Page 3 of 14 (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. G. 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 per task order. (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. H. 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. City of Fort Worth, Texas Citywide Storm Drain Improvements Project Standard Agreement for Engineering Related Design Services CPN 100092 Revised Date: 03-08-2024 Page 4 of 14 Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. J. 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 (as codified in Chapter 20, Article X of the City's Code of Ordinances, as amended, and any relevant policy or guidance documents), Engineer acknowledges the MBE and WBE goals established for this Agreement 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. K. 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 City of Fort Worth, Texas Citywide Storm Drain Improvements Project Standard Agreement for Engineering Related Design Services CPN 100092 Revised Date: 03-08-2024 Page 5 of 14 subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to reproduce such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of hard copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. L. INSURANCE The engineer shall not commence work under this Agreement until it has obtained all insurance required under Attachment F and the City has approved such insurance. M. 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. N. 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. O. 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. P. 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, City of Fort Worth, Texas Citywide Storm Drain Improvements Project Standard Agreement for Engineering Related Design Services CPN 100092 Revised Date: 03-08-2024 Page 6 of 14 at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this Agreement which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. Q. 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. City of Fort Worth, Texas Citywide Storm Drain Improvements Project Standard Agreement for Engineering Related Design Services CPN 100092 Revised Date: 03-08-2024 Page 7 of 14 E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. 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. City of Fort Worth, Texas Citywide Storm Drain Improvements Project Standard Agreement for Engineering Related Design Services CPN 100092 Revised Date: 03-08-2024 Page 8 of 14 (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third -party beneficiary rights under this Agreement. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. 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 Citywide Storm Drain Improvements Project Standard Agreement for Engineering Related Design Services CPN 100092 Revised Date: 03-08-2024 Page 9 of 14 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 Citywide Storm Drain Improvements Project Standard Agreement for Engineering Related Design Services CPN 100092 Revised Date: 03-08-2024 Page 10 of 14 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. 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 the 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 Citywide Storm Drain Improvements Project Standard Agreement for Engineering Related Design Services CPN 100092 Revised Date: 03-08-2024 Page 11 of 14 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 (1-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this Agreement for violations of this provision by ENGINEER. M. Prohibition On Contracts With Companies Boycotting Israel ENGINEER unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if ENGINEER has 10 or more full time -employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" City of Fort Worth, Texas Citywide Storm Drain Improvements Project Standard Agreement for Engineering Related Design Services CPN 100092 Revised Date: 03-08-2024 Page 12 of 14 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 2276 of the Texas Government Code, 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 2276 of the Texas Government Code. To the extent that Chapter 2276 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, 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. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, ENGINEER certifies that ENGINEER's signature provides written verification to the CITY that ENGINEER: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or City of Fort Worth, Texas Citywide Storm Drain Improvements Project Standard Agreement for Engineering Related Design Services CPN 100092 Revised Date: 03-08-2024 Page 13 of 14 firearm trade association during the term of this Agreement. This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of Agreement: Attachment A - Scope of Services Attachment B — Compensation (See Hourly Rates) Attachment C - Changes to Agreement Attachment D - Project Schedule (Schedules Will Be Per Task Order) Attachment F - Standard Insurance Requirement Duly executed by each party's designated representative to be effective on the date subscribed by the Sr. Capital Project Officer. BY: CITY OF FORT WORTH Jesica McEachern Assistant City Manager Date: 05/02/2025 TEST: Jannette Goodall City Secretary poiaaR FORt➢BA a°an nezAs44b APPROVE)��RM AND LEGALITY By: Douglas Black (Apr 24, 2025 14:48 CDT) Douglas W Black Sr. Assistant City Attorney City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Revised Date: 03-08-2024 Page 14 of 14 BY: ENGINEER Biard, Hampton & Brown, Inc. Austin Baird Principal I Senior Civil Engineer Date: 01-27-2025 M&C No.: N/A M&C Date: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Citywide Storm Drain Improvements Project CPN 100092 FORT WORTH ATTACHMENT A SCOPE OF TASK ORDER CONTRACT Professional Engineering Services CITYWIDE STORM DRAIN IMPROVEMENTS City Project No. 100092 Scope for Engineerina Design Related Services for Storm Water Improvements The scope set forth herein defines the work to be performed by the ENGINEER in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. Under this scope, "ENGINEER" is expanded to include any sub -consultant, including surveyor, employed or contracted by the ENGINEER. OBJECTIVE The objective of the projects completed under the Task Order agreement is to prepare construction documents for Citywide Storm Drain Improvements. Work under this agreement may include, but is not limited to, project management, data collection, topographic survey, subsurface utility exploration (SUE), right-of-way documentation, conceptual/schematic design, preliminary and final design, bidding, and construction phase services for drainage improvements. WORK TO BE PERFORMED MAY INCLUDE: Task 1. Design Management Task 2. Conceptual Design (30%) Task 3. Preliminary Design (60%) Task 4. Final Design (90% and 100%) Task 5. Bid Phase Services Task 6. Construction Phase Services Task 7. ROW/Easement Services Task 8. Survey and Subsurface Utility Engineering Services Task 9. Permitting Task 10. Quality Control/ Quality Assurance ENGINEER hereby agrees to perform design and construction phase services on a task order basis as may be requested by the CITY during the term of thisAGREEMENT. Work under this agreement will be performed on a task order basis. The CITY will request services for each Task Order. The ENGINEER shall prepare scope, fee and schedule as necessary to perform the services requested for each Task Order within 10 working days of the CITY's request. Each Task Order shall include scope for services as Attachment "A". This scope of services will outline tasks required to complete the Work Authorization. This scope of services shall include a detailed description of each task, outline any assumptions and list the required deliverables. For each task the scope shall include a detailed description of the task, outline any assumptions, and list the required deliverables. City of Fort worth, Texas Page 1 of 30 Attachment A Revision Date: 03-18-2025 Page 1 of 30 FORT WORTH Each Task Order shall include Attachment "B" detailing the compensation for the Task Order. Compensation will be based upon hours agreed to by the CITY and the ENGINEER for each Task Order. Compensation will be based on the Schedule of Rates in Attachment "B" of this agreement. The fee will include an estimate of reimbursable expense and sub - consultant costs for each Work Authorization. Compensation for each Work Authorization shall be hourly, not -to -exceed. If the Task Order requires a schedule, it shall be attached as Attachment"D". Each Task Order shall include Attachment "E" to identify the project location. TASK 1. DESIGN MANAGEMENT. ENGINEER will manage the work outlined in this scope to ensure efficient and effective use of ENGINEER's and CITY's time and resources. ENGINEER will manage change, communicate effectively, coordinate internally and externally as needed, and proactively address issues with the CITY's Project Manager and others as necessary to make progress on the work. 1.1. Managing the Team: • Lead, manage and direct design team activities • Ensure Quality Control / Quality Assurance (QC/QA) is practiced in performance of the work. Refer to Task 10 for further details. • Communicate internally among team members • Task and allocate team resources 1.2. Communications and Reporting • Attend a pre -design project kickoff/charter meeting with CITY staff to confirm and clarify scope, understand CITY objectives, and ensure economical and functional designs that meet CITY requirements • Attend one (1) constructability review meeting with CITY representatives, including Traffic Management, at the 60% submittal milestone • Conduct and document regularly scheduled project update meetings with CITY Project Manager • Conduct review meetings with the CITY at the end of each design phase • Conduct QC/QA reviews and document those activities. Refer to Task 10 for further details • Prepare invoices, in accordance with Attachment B to this Standard Agreement and submit monthly in the format requested by the CITY. Multi -month billing is not allowed. Months in which no work is being invoiced shall require submission of a $0.00 invoice. With the invoices, prepare and submit monthly Project Status Reports in the format provided by the Transportation and Public Works Department. City of Fort worth, Texas Page 2 of 30 Attachment A Revision Date: 03-18-2025 Page 2 of 30 FORT WORTH • Prepare and submit baseline Project Schedule initially, and Project Schedule updates with a schedule narrative monthly, as required in Attachment D to this Standard Agreement in compliance with the City's Specification 00 31 15 entitled Engineer Project Schedule. This PROJECT requires a Tier 3 schedule as defined in the City's Specification 00 31 15 entitled Engineer Project Schedule. • Prepare and submit a preliminary Project Risk Register. Review Project Risk Register periodically with CITY Project Manager and make recommendations to mitigate, accept, or remove risks. • Complete Monthly M/WBE Report Form and Final Summary Payment Report Form at the end of the project. • Coordinate with other agencies and entities as necessary to design the proposed infrastructure and provide and obtain information needed to prepare the design. • With respect to coordination with permitting authorities, ENGINEER shall communicate with permitting authorities such that their regulatory requirements are appropriately reflected in the designs. ENGINEER shall work with regulatory authorities to obtain approval of the designs, and make changes necessary to meet their requirements, as part of the design scope. • Personnel and Vehicle Identification: When conducting site visits to the project location, the ENGINEER or any of its sub -consultants shall carry readily visible information identifying the name of the company and the company representative. ASSUMPTIONS • One (1) pre -design project kickoff/chartering meeting • One (1) constructability review meeting during design • XXX (X) project update meetings during design phase • At least three (3) plan review meetings • All submittals to the City shall be Quality checked prior to submission. • Project design phase is anticipated to take XXX (X) months. • Project construction phase is anticipated to take XXX (X) months. • XXX (X) monthly updates of Project Status Reports, DVIN forms, Opinion of Probable Construction Cost (OPCC), and project Schedule. DELIVERABLES A. Meeting summaries with action items B. QC/QA documentation C. Baseline design schedule D. Preliminary Project Risk Register, City of Fort worth, Texas Page 3 of 30 Attachment A Revision Date: 03-18-2025 Page 3 of 30 FORT WORTH E. Monthly Schedule updates with schedule narrative describing any current or anticipated schedule changes F. Monthly Project Status Reports G. OPCC updates with milestone submittals and when new cost figures are available H. Plan Submittal Checklists (See Task 10) Monthly invoices J. Monthly DVIN Report Form and Final Summary Payment Report Form City of Fort worth, Texas Page 4 of 30 Attachment A Revision Date: 03-18-2025 Page 4 of 30 FORT WORTH, TASK 2. CONCEPTUAL DESIGN (30 PERCENT). The Conceptual Design shall be submitted to CITY per the approved Project Schedule. The purpose of the conceptual design is for the ENGINEER to identify, develop, communicate through the defined deliverables, and recommend the design concept that successfully addresses the design problem, and to obtain the CITY's endorsement of this concept. ENGINEER will utilize concepts and criteria contained in the current CITY — Stormwater Criteria Manual for conceptual planning and design. ENGINEER will develop the conceptual design of the infrastructure as follows. 2.1. Data Collection In addition to data obtained from the CITY, ENGINEER will research and make efforts to obtain pertinent information to aid in coordinating the proposed improvements with any planned future improvements that may influence the project. ENGINEER will also identify and seek to obtain data for existing conditions that may impact the project, including utilities, agencies (TxDOT and railroads), City Master Plans, and property ownership as available from the Tax Assessor's office. • The ENGINEER will consult with the CITY's Transportation and Public Works Department, Water Department, and other CITY departments, public utilities, private utilities, private utilities and government agencies to determine the approximate location of the above and underground utilities and other facilities (current and future) that have an impact or influence on the project. • The data collection efforts will also include conducting special coordination meetings with affected property owners and businesses as necessary to develop sewer re-routing plans where necessary. 2.2. Drainage Computations ENGINEER will delineate the watershed based on contour data and field verification and document existing street, right-of-way and storm drain capacities for the subject site. A drainage area map will be drawn at maximum 1" = 200' scale from available 2-foot contour data with the contours labeled. Data source and year will be provided by the CITY. Calculations regarding street and right-of- way capacities and design discharges (5-year and 100-year frequencies) at selected critical locations will be provided. Other frequencies as required by criteria may be appropriate for outfalls and sensitive locations. Capacities of existing storm drain will be calculated and shown. All calculations shall conform to CITY criteria delineated in the current CITY Stormwater Criteria Manual. All locations in the project area where 100-year runoff exceeds available storm drain and right-of-way capacities shall be clearly identified. The ENGINEER's responsibility includes recommendations for improvements to the existing system as deemed reasonable and consistent with CITY standards. 2.3. Subsurface Utility Engineering Provide Subsurface Utility Engineering (SUE) per Task 8. City of Fort worth, Texas Page 5 of 30 Attachment A Revision Date: 03-18-2025 Page 5 of 30 FORT WORTH 2.4. Utility Clearance • ENGINEER will develop the design of CITY facilities to avoid or minimize conflicts with existing utilities, and where known and possible consider potential future utilities in designs. Where conflicts cannot be avoided, coordination of Utility Conflicts will begin at the Conceptual Design phase. • In the case of a public utility conflict, the ENGINEER will design CITY facilities to avoid or minimize conflicts with existing utilities, and where known and possible consider potential future utilities in designs. • In the case of a private Utility Conflict, the ENGINEER will provide a PDF set of plans with the utility conflicts highlighted and a Utility Conflicts Table of those conflicts to be included in a Utility Clearance Letter for coordination. The ENGINEER may need to coordinate directly with the private utility provider if that provider needs to undertake design to adjust their utility's location. • The ENGINEER shall upload a PDF file of the CITY- approved conceptual plan set to the designated project folder in the City's document management system (eBuilder) for forwarding to all utility companies which have facilities within the limits of the project. The PDF file should be created directly from the CAD files. 2.5. Engineering Design Report To ensure adherence to project scope, that design approach is in line with project objectives, and to obtain concurrence on development of the conceptual layout, ENGINEER shall prepare and submit a design report in the format provided by the CITY prior to developing conceptual plans. The CITY shall review and provide feedback on the report prior to ENGINEER starting the conceptual design. 2.6. The Conceptual Design Package shall include the following • Preliminary cover and index of sheets including project limits, area location map and beginning and end station limits. • Quantity Summary page and each design sheet shall include a quantity take off standard tabular format. • In accordance with the current Stormwater Criteria Manual, include documentation that the proposed storm water project will not impact upstream and downstream properties. • Drainage area map with supporting drainage computations in the CITY's standard tabular format. • SUE Plan sheets sealed by a licensed professional engineer registered in the State of Texas. • PDF set of plans with the utility conflicts highlighted and a Utility Conflicts Table • Horizontal alignment (excluding profiles) of proposed stormwater improvements, including existing lot layout, streets, street right-of-way, proposed easements, and existing utilities gathered during the SUE within the project limits. City of Fort worth, Texas Page 6 of 30 Attachment A Revision Date: 03-18-2025 Page 6 of 30 FORT WORTH, • Proposed phasing of water, sanitary sewer, street and drainage work documented in both the project schedule and narrative form. • Existing typical sections of the roadway are to be constructed along with proposed typical sections that outline the proposed improvements. Typical sections shall include existing and proposed ROW, existing and proposed lane widths and direction arrows, existing and proposed curbs, sidewalks, and retaining walls. • Conceptual plan and profile sheets showing existing and proposed horizontal roadway alignments, existing and proposed ROW, existing and proposed sidewalks and driveways, proposed lane dimensions and lane arrows, existing drainage structures, city owned and franchise utilities, and existing roadway vertical alignments (profiles). • Documentation of key design decisions. • Estimates of probable construction cost. ASSUMPTIONS • All stormwater calculations and design shall conform to the CITY's current Stromwater Criteria Manual. • The SUE and SUE plan sheets shall be in accordance with Cl/ASCE 38-02. • DWF files created from design CAD drawings will be uploaded to the designated project folder in eBuilder • PDF files created from design CAD drawings will be uploaded to the designated project folder in the City's document management system (eBuilder). • ENGINEER will not proceed with Preliminary Design activities without written approval by the CITY of the Conceptual Design Package. DELIVERABLES A. Conceptual Design Report B. Conceptual Design Package C. ROW and Easement needs (M&B) D. Utility Conflict Plan PDF and Utility Conflict Table City of Fort worth, Texas Page 7 of 30 Attachment A Revision Date: 03-18-2025 Page 7 of 30 FORT WORTH TASK 3. PRELIMINARY DESIGN (60 PERCENT). Preliminary plans and specifications shall be submitted to CITY per the approved Project Schedule. ENGINEER will develop the preliminary design of the infrastructure as follows 3.1. The Preliminary Design Drawings and Specifications shall include the following: • Preliminary cover and index of sheets including project limits, area location map and beginning and end station limits. • SUE Plan sheets sealed by a licensed professional engineer registered in the State of Texas. • Utility Conflict Matrix • Traffic Control Plan including all construction signage and pavement markings which will be in accordance with the latest edition of the Texas Manual on Uniform Traffic Control Devices. • A Project Control Sheet, showing all Control Points, used or set while gathering data. Generally, on a scale of not less than 1:400. The following information shall be indicated for each Control Point: Identified (existing City Monument #8901, PK Nail, 5/8" Iron Rod); X, Y and Z Coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on City Datum only; descriptive location (i.e. set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). • Drainage area maps showing proposed improvements with drainage calculations and hydraulic computations in accordance with the current Stormwater Criteria Manual. • Updated existing and proposed typical section sheets. • Bearings given on all proposed centerlines, or baselines. • Overall project easement layout sheet(s). • Preliminary roadway details to include curbs, curb expansion joints, driveways, sidewalks, pavement, streetlights, traffic signals and all applicable utility details. • Preliminary signing, pavement marking, illumination and signal layouts. ENGINEER will delineate the watershed based on contour data and field verification and document existing street, right-of-way and storm drain capacities for the subject site. A drainage area map will be drawn at maximum 1" = 200' scale from available 2-foot contour data with the contours labeled. Data source and year will be provided by the CITY. Calculations regarding street and right-of-way capacities and design discharges (5-year and 100-year frequencies) at selected critical locations will be provided. Other frequencies as required by Stormwater Criteria Manual may be appropriate for outfalls and sensitive locations. Capacities of existing storm drain will be calculated and shown. All calculations shall conform to CITY criteria delineated in the CITY's current Stormwater Criteria Manual All locations in the project area where 100-year runoff exceeds available storm drain and right-of-way capacities shall be clearly identified. The ENGINEER's City of Fort worth, Texas Page 8 of 30 Attachment A Revision Date: 03-18-2025 Page 8 of 30 FORT WORTH responsibility includes recommendations for improvements of the existing system as deemed reasonable and consistent with CITY standards. • Storm drain layout sheets showing location and size of all inlets, manholes, junction boxes, culverts and piping to include storm drain profiles showing existing and proposed flow lines, flows, lengths and slopes of pipe, top of ground profile over pipe and connections to existing or proposed storm sewer systems. • Documentation of key design decisions. • Estimates of probable construction cost (OPCC). This estimate shall use standard CITY or TxDOT bid items, as applicable. • Channel plan and profile drawings shall include existing channel centerline, existing left and right top of channel bank, proposed top of channel backs, and 100-year water surface profile. • Prepare separate drawings for water and/or sanitary sewer mains including an overall water and/or sanitary sewer layout sheet and plan and profile drawings. • Overall project water and/or sanitary sewer layout sheets. The water layout sheet shall identify the proposed water main improvement/ existing water mains in the vicinity and all water appurtenances along with pressure plane boundaries, water tanks, pump stations, valves, and fire hydrants. The sewer layout sheet shall identify the proposed sewer main improvement/existing sewer mains and all sewer appurtenances in the vicinity. Plan and profile sheets which show the following: proposed water and/or sanitary sewer plan/profile and recommended pipe size, fire hydrants, water service lines and meter boxes, gate valves, isolation valves, manholes, existing meter numbers and sizes that are to be replaced, existing sample locations, existing fire line locations, existing utilities and utility easements, and all pertinent information needed to construct the project. Legal description (Lot Nos., Block Nos., and Addition Names) along with property ownership shall be provided on the plan view. The ENGINEER shall make provisions for reconnecting all identifiable water and/or wastewater service lines that connect directly to any main being replaced, including replacement of existing service lines within City right-of-way or utility easement. When the existing alignment of a water and sanitary sewer main or lateral is changed, provisions will be made in the final plans and/or specifications by the ENGINEER to relocate all service lines that are connected to the existing main and connect said service lines to the relocated main. • The following shall be applicable at all locations where it is necessary to relocate or reroute the existing private sanitary sewer service line due to the abandonment or realignment of the existing public sanitary sewer lateral or main: The CITY shall furnish the ENGINEER with a sample format of how the sewer service line reroute/relocation should be designed and submitted for construction. During the design survey, if a rod can be inserted through the cleanout to the bottom of the service line, the ENGINEER will obtain the flow line elevation and design the service line prior to advertising the project for bid. If the service flow line information cannot be obtained during the design survey, the ENGINEER shall delay the design of the sewer service line until after a Quality Level A Subsurface City of Fort worth, Texas Page 9 of 30 Attachment A Revision Date: 03-18-2025 Page 9 of 30 FORT WORTH Utility Engineering (SUE investigation has been performed). The Level A SUE will be performed; (1) by the ENGINEER if included in the fee proposal; or (2) by the CITY prior to bidding if the CITY determines that it is needed for satisfactory completion of the design; or (3) by the Contractor after the project has been bid, by means of a bid item to that effect. In all options, the ENGINEER shall propose appropriate de -hole locations in the project and collect flow line elevation and other applicable information of the sewer service line. The ENGINEER shall use this information to provide the design for the sanitary sewer service line to be rerouted or relocated. • Station equations relating utilities to paving, when appropriate. Proposed roadway profile grades and elevations along each curb line; elevations at all P.V.I.'s; P.I's half stations; high and low points; vertical curve information; and pertinent AASHTO calculations. Profiles for existing curbs (if any) and existing ground at the left and right of right-of-way lines shall be shown. Existing found property corners (e.g. Iron pins) along the existing right-of-way shall be shown on the plans. Profiles for existing and proposed storm drain mains and laterals shall be provided. Preliminary roadway and/or channel cross -sections will be developed, from the survey notes, at intervals not -to -exceed 50 foot along the project length and will extend 10 foot past the right of way line on both sides of the street. Additional cross -sections at important features including driveways, P.I.'s of intersecting streets, (minimum distance of 100 foot along cross -street at each P.I.) walks, retaining walls, etc., will also be provided. Profiles of centerline of driveways will also be provided where necessary. Scale will be 1" = 20' horizontal and 1" = 2' vertical. Excavation and embankment volumes and end area computations shall also be provided. 3.2. Geotechnical Investigation/Pavement Design Soil investigations, including field and laboratory tests, borings, related engineering analysis and recommendations for determining soil conditions will be made. In addition to the above investigations, borings and appropriate field and laboratory analysis will be made at reasonable intervals along the project alignment for the Contractor's use in determining soil conditions for preparing bids and a Trench Safety Plan. • The ENGINEER shall prepare a detailed geotechnical engineering study and pavement design in conformance with the City of Fort Worth Pavement Design Standards Manual, 2015. The study shall include recommendations regarding utility trenching and identify existing groundwater elevation at each boring. 3.3. Constructability Review • Prior or posterior to the 60 percent review meeting with the CITY, the ENGINEER shall schedule and attend a project site visit with the CITY Project Manager and Construction personnel to walk the project. The ENGINEER shall summarize the CITY's comments from the field visit and submit this information to the CITY in writing. City of Fort worth, Texas Page 10 of 30 Attachment A Revision Date: 03-18-2025 Page 10 of 30 FORT WORTH, 3.4. Community Meeting After the preliminary plans have been reviewed and approved by the CITY, the ENGINEER will prepare project exhibits, assist the project manager in preparing a presentation of the most appropriate format (most usually in Power Point), and attend one (1) community meeting to help explain the proposed project to residents. The CITY shall select a suitable location, time, and date. The Engineer needs to coordinate with the City's project manager to format the mailing list of all affected property owners. 3.5. Utility Clearance The ENGINEER will consult with the CITY's Transportation and Public Works Department, Water Department, and other CITY departments, public utilities, private utilities, and government agencies to determine the approximate location of above and underground utilities, and other facilities (current and future) that have an impact or influence on the project. ENGINEER will design CITY facilities to avoid or minimize conflicts with existing utilities, and, where known and possible, consider potential future utilities in designs. • Where conflicts cannot be avoided, coordination of Utility Conflicts will be identified at the Conceptual phase and begin at the Preliminary Design phase. In the case of a private Utility Conflict, the ENGINEER shall upload a set of plans in PDF format with the utility conflicts highlighted and a Utility Conflicts Table of those conflicts in the City's document management system (eBuilder). The PDF file should be created directly from the CAD files. At each design milestone, the City PM will issue a Utility Clearance Letter to be accompanied by said plans and table to all utility companies which have facilities within the limits of the project for coordination The ENGINEER may need to coordinate directly with the private utility provider if that provider needs to undertake design to adjust their utility's location. • ENGINEER to obtain utility As -built plans and/or do field visits to confirm relocation is complete and that the utility has been relocated in accordance with the plans and the project needs, report any discrepancies found, and provide documentation to support findings. • ENGINEER to upload all utility As -built plans in the City's document management system (eBuilder) 3.6 Meeting minutes. Engineer will provide the meeting minutes for all meetings in which the engineer is in attendance, for this project, and post them on eBuilder in a timely manner. ASSUMPTIONS • The following shall be uploaded to the designated project folder in the City's document management system (eBuilder): ■ Single PDF file created from design CAD drawings. ■ The Project Manual (Contract and Specifications) City of Fort worth, Texas Page 11 of 30 Attachment A Revision Date: 03-18-2025 Page 11 of 30 FORT WORTH, ■ All other submitted documents and checklists ■ Opinion of Construction Cost • The CITY's front end and technical specifications will be used. The ENGINEER shall supplement the technical specifications if needed. • One (1) Public Meeting is assumed. • ENGINEER shall not proceed with Final Design activities without written approval by the CITY of the Preliminary Design plans. DELIVERABLES A. Preliminary Design drawings and specifications including QC/QA documentation B. Utility Conflict Coordination Package C. Geotechnical Report D. Opinion of probable construction cost (OPCC) E. Community Meeting exhibits City of Fort worth, Texas Page 12 of 30 Attachment A Revision Date: 03-18-2025 Page 12 of 30 FORT WORTH, TASK 4. A. FINAL DESIGN (90 PERCENT) Upon approval of the Preliminary plans, ENGINEER will prepare construction plans as follows: • Final draft construction plans (90%) and Project Manual shall be submitted to CITY per the approved Project Schedule. • The ENGINEER will provide a PDF set of plans with the utility conflicts highlighted and a Utility Conflicts Table of those conflicts to be included in the Utility Clearance Letter to be issued by the City PM. • The ENGINEER shall submit an estimate or opinion of probable construction cost (OPCC) B. FINAL CONSTRUCTION DOCUMENTS (100 PERCENT). • Following a 90% construction plan review meeting with the CITY, the ENGINEER shall submit Final Construction Documents (100%) to the CITY per the approved Project Schedule. Each plan sheet shall be stamped, dated, and signed by the ENGINEER registered in State of Texas. • A Quantity Summary page will be included in both the 90% and 100% design plans. Each design sheet of the plans shall also include a quantity take off table. • The ENGINEER shall submit an estimate of probable construction cost (OPCC) ASSUMPTIONS • A PDF created from design CAD drawings files for the 90% Final Design Documents and will be uploaded to the project folder in the City's document management system (eBuilder). A PDF created from design CAD drawings for the 100% Final Construction Document files will be uploaded to the project folder in City's document management system (eBuilder). • Two (2) sets of 11 "x17" size drawings and one (1) set of specifications will be delivered for the 100% Final Construction Document package. DELIVERABLES A. 90% construction plans and specifications including QC/QA documentation. B. Utility relocation package. C. 100% construction plans and Project Manual including QC/QA documentation. City of Fort worth, Texas Page 13 of 30 Attachment A Revision Date: 03-18-2025 Page 13 of 30 FORT WORTH, D. 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 E. Cover sheet in PDF format for the signatures of authorized CITY officials. City of Fort worth, Texas Page 14 of 30 Attachment A Revision Date: 03-18-2025 Page 14 of 30 FORT WORTH TASK 5. BID PHASE SERVICES. The CITY reserves the right to deliver the project by bidding it, issuing a work order out of an existing a unit price contract or by alternative delivery. ENGINEER will support the construction procurement phase of the project as follows. 5.1. Bid Support • The ENGINEER shall upload all plans and contract documents onto the City's document management system (eBuilder) for records. • Project Manual shall be uploaded in a single PDF file in eBuilder as well as individual files as required to be included in the City's procurement portal, Bonfire. • Bid Proposal Document of the Contract documents shall be uploaded in a file format of filename extension ".xis". Unit Price Proposal documents are to be created utilizing the city's unit price tool only and combined in a specified spreadsheet workbook, Bid Proposal Worksheet Template, that will be populated and configured so that all pages are complete and the Summary Worksheet(s) in the workbook detail and automatically summarize the totals from the inserted Unit Price Proposal document worksheets. • Plan Sets are to be uploaded to the City's document management system (eBuilder) in two formats, PDF and CAD files. The PDF will consist of one file of the entire plan set. The ENGINEER will coordinate with the PM to respond to Vendor Discussions (RFI) and issue Public Notices (addenda) when necessary, in Bonfire. The ENGINEER will provide technical interpretation of the contract bid documents and will prepare proposed responses to all bidder's questions and requests in the form of addenda. The ENGINEER will coordinate with the City PM to upload all approved addenda onto Bonfire and eBuilder. • Attend the pre -bid conference in support of the CITY. • Assist the CITY in determining the qualifications and acceptability of prospective contractors, subcontractors, and suppliers. • When substitution prior to award of contracts is allowed in the contract documents, the ENGINEER will advise the CITY as to the acceptability of alternate materials and equipment proposed by bidders. • Review all materials received from bidders/proposers, assist the CITY in evaluating them, and recommend the award of the contract. A copy of all submitted materials will be uploaded into the project's Bid Results folder on the City's document management system (eBuilder). Incorporate all addenda into the contract documents and issue conformed sets. After the bid opening, ENGINEER will provide at least 5 full sets of plans, 5 half - city of Fort worth, Texas Page 15 of 30 Attachment A Revision Date: 03-18-2025 Page 15 of 30 FORT WORTH, size sets and 2 copies of the conformed Project Manual set incorporating all approved addenda. ASSUMPTIONS • The project will be bid only once and awarded to one contractor. • Construction documents will only be made available on the City's procurement platform, Bonfire. • Construction documents will not be printed by the CITY and made available for purchase by plan holders and/or given to plan viewing rooms. • All procurement materials will be uploaded to the City's procurement platform, Bonfire, and eBuilder. DELIVERABLES A. Addenda B. Recommendation of award as required per project C. Construction documents (conformed) City of Fort worth, Texas Page 16 of 30 Attachment A Revision Date: 03-18-2025 Page 16 of 30 FORT WORTH, TASK 6. CONSTRUCTION PHASE SERVICES. ENGINEER will support the construction phase of the project as follows. 6.1. Construction Support • The ENGINEER shall attend the pre -construction conference. • After the pre -construction conference, the ENGINEER shall provide project exhibits and attend one (1) public meeting to help explain the proposed project to residents. The CITY shall select a suitable location or media and mail notices to the nearby residents and other stakeholders. • The ENGINEER shall conduct periodic site visits as needed during the duration of construction. The ENGINEER will prepare or collaborate with the CITY PM on a Construction Progress Report using the CITY's standard format and upload in the City's document management system (eBuilder). • The ENGINEER shall review shop drawings, samples and other submittals submitted by the contractor for general conformance with the design concepts and general compliance with the requirements of the contract for construction. Such review shall not relieve the Contractor from its responsibility for performance in accordance with the contract for construction, nor is such review a guarantee that the work covered by the shop drawings, samples and submittals is free of errors, inconsistencies or omissions. The ENGINEER shall log and track all shop drawings, samples and other submittals in the City's document management system (eBuilder). • ENGINEER shall review material substitution requests, issue a recommendation and incorporate approved substitutions into the Record Drawings. • As requested by the CITY, the ENGINEER shall provide necessary interpretations and clarifications of contract documents, respond to Request for Information (RFI) from the contractor, review change orders, and make recommendations as to the acceptability of the work. The ENGINEER will meet with the Project Delivery Team and Contractor on -site to review any field changes. • The ENGINEER shall attend the "Final" project walk through and assist with preparation of final punch list. 6.2 Record Drawings • The ENGINEER shall prepare record drawings from information provided by the CITY depicting any changes made to the Final Drawings during construction. Information provided by the CITY may include, but is not limited to the following: o As -Built Survey provided by the contractor, which includes vertical and horizontal coordinates of all water, sewer and storm drain assets, and in accordance with the Construction (As -Built) Survey Specification. ENGINEER shall verify accuracy of the data provided by contractor and conformance with requirements. o Red -Line Markups from the Contractor City of Fort worth, Texas Page 17 of 30 Attachment A Revision Date: 03-18-2025 Page 17 of 30 FORT WORTH o Red -Line Markups from City Inspector o Approved Substitutions The ENGINEER shall modify the Final Drawings electronically and shall place a stamp on the plans indicating that they represent Record Drawings of the project as constructed. The stamp shall be signed and dated by the ENGINEER and shall be placed on each plan sheet, whether there are any revisions on the sheet or not. Each sheet shall clearly indicate all changes which apply to that sheet by clouding and numbering, or other suitable means. • The following disclaimer shall be included with the Record Drawing stamp: These Record Drawings were prepared using information provided by others and represent the as constructed conditions to the extent that documented changes were provided for recording. The ENGINEER assumes no liability for undocumented changes and certifies only that the documented changes are accurately depicted on these drawings. The ENGINEER shall submit a set of sealed Final Drawings, modified and stamped as Record Drawings, in Adobe Acrobat PDF format (version 6.0 or higher). The set must include the cover sheet bearing City official signatures. The ENGINEER may keep copies of the information provided by the CITY for their files, but all original red -lined drawings shall be returned to the CITY with the digital files. • There shall be one (1) PDF file and one (1) CAD file for the TPW plan set and a separate PDF and CAD file for the Water plan set, if required. Each PDF file shall contain all associated sheets of the particular plan set. Sinqular PDF files for each sheet of a plan set will not be accepted. PDF files shall conform to naming conventions as follows: I. TPW file name example — "W-1956_org47.pdf" where "W-1956" is the assigned file number obtained from the CITY, "_org" designating the file is of an original plan set, "47" shall be the total number of sheets in this file. Example: W-0053_org3.pdf and K-0320_org5.pdf II. Water and Sewer file name example — "X-35667_org36.pdf" where "X- 35667" is the assigned file number obtained from the CITY, "_org" designating the file is of an original plan set, "36" shall be the total number of sheets in this file. Example: X-12755_org18.pdf Both PDF files shall be uploaded to the project's Record Drawing folder in the City's document management system (eBuilder). For information on the proper manner to submit Record Drawing files and to obtain a file number for the project, the ENGINEER should coordinate with the City project manager. File numbers will not be issued to a project unless the appropriate project numbers and fund codes have been assigned and are in the Department of Transportation and Public Works database. City of Fort worth, Texas Page 18 of 30 Attachment A Revision Date: 03-18-2025 Page 18 of 30 FORT WORTH ASSUMPTIONS • One (1) Pre -Construction Community Meeting is assumed. • XXX (X) site visits are assumed. • XXX (X) submittal reviews are assumed. • XXX (X) RFI's are assumed. • XXX (X) Change Orders are assumed. DELIVERABLES A. Community meeting exhibits C. Response to Contractor's Request for Information D. Review of Change Orders E. Review of shop drawings G. Record Drawings in electronic format City of Fort worth, Texas Page 19 of 30 Attachment A Revision Date: 03-18-2025 Page 19 of 30 FORT WORTH TASK 7. ROW/EASEMENT SERVICES. ENGINEER will support and perform activities related to ROW and land as outlined below, per scoping direction and guidance from the CITY's Project Manager. 7.1. Right -of -Way Research • The ENGINEER shall determine rights -of -way and easement needs for construction of the project. Required temporary and permanent easements will be identified based on available information and recommendations will be made for approval by the CITY. 7.2. Right-of-Way/Easement Preparation and Submittal. • The ENGINEER shall prepare documents to be used to obtain right-of-way and permanent and/or temporary easements required to construct the improvements. • The ENGINEER shall prepare a ROW and Easement parcel reference map showing and designating all land interests for project. The map shall be revised as necessary throughout the land acquisition process. • The documentation shall be provided in conformance with the checklists and templates available on the City's document management system (eBuilder) Project Resources folder. • When required, ENGINEER shall provide a Schedule B Analysis in conformance with Real Estate requirements. 7.3. Right-of-Way/Easement Acquisition Services. • The ENGINEER shall procure appraisal services by licensed appraisers for all land interests in the project. • The ENGINEER shall issue offer letters to property owners and negotiate land right costs. • All work shall be conducted in coordination with the City's project manager, the City's Property Management Department, and in conformance with the Texas Property Code Chapter 21 Eminent Domain guidelines to allow the City to exercise eminent domain should it be necessary. • Should the City decide to proceed with eminent domain, the ENGINEER will provide all documentation to support the legal process, provide any additional support, and may be required to be an expert witness at the Land Commissioner's Hearing. 7.4. Temporary Right of Entry Preparation and Submittal • Prior to construction, the ENGINEER should coordinate with the City project manager to identify all needed Temporary Right of Entries from landowners. It is assumed that letters will only be required for land owners adjacent to construction or who are directly affected by the project and no easement is required to enter their property. • The documentation shall be provided in conformance with the checklists and templates available on the City's document management system (eBuilder) Project Resources folder. City of Fort worth, Texas Page 20 of 30 Attachment A Revision Date: 03-18-2025 Page 20 of 30 FORT WORTH, ASSUMPTIONS Right -of -Way research includes reviews of property/right-of-way records based on current internet-based Tarrant Appraisal District (TAD) information available at the start of the proiect and available on -around property information (i.e. iron rods, fences, stakes, etc.). It does not include effort for chain of title research, parent track research, additional research for easements not included in the TAD records, right-of-way takings, easement vacations and abandonments, right-of- way vacations, and street closures. • General requirements: • Contact name and mailing address for the landowner • Title policy for each permanent easement • Title search through a search company (i.e. Hollerbach or TDI) verifying ownership for each TCE • Engagement and provision of an appraisal for each take from a Texas - registered appraisal firm. • Signed and notarized easements with exhibits. • Copy of offer letter indicating agreed upon compensation • Entity research, including providing signing authority verification for a corporate landowner • Contact log of communication with the landowner • Signed W 9 from landowner Eminent Domain requirements: Critical for an eminent domain proceeding is as follows and shall be the responsibility of the acquisition agent: • Appraisal of the take less than 1 year old • Initial offer and final offer letters (IOL 30-day period, FOL 14-day period) • Proof of the provision of Texas Landowners Bill of Rights to the landowner in both offer letters (City Fort Worth sends offer letters via registered mail) • Title work identifying any other entities on the property that need to be served as part of eminent domain proceedings. (Schedule B analysis of Title Commitment) • Contact log of all contact and negotiations with landowner and/or their representative. City of Fort worth, Texas Page 21 of 30 Attachment A Revision Date: 03-18-2025 Page 21 of 30 FORT WORTH DELIVERABLES A. XXX (X) Easement exhibits and meets and bounds provided on CITY forms. B. ROW and Easement parcel map C. XXX (X) Temporary Right of Entry cover letters D. XXX (X) Temporary Right of Entry documents E. If applicable, Eminent Domain support documents City of Fort worth, Texas Page 22 of 30 Attachment A Revision Date: 03-18-2025 Page 22 of 30 FORT WORTH, TASK 8. SURVEY AND SUBSURFACE UTILITY ENGINEERING SERVICES. ENGINEER will provide survey support as follows. 8.1. Design Survey ENGINEER will perform field surveys to collect horizontal and vertical elevations and other information needed by ENGINEER in design and preparation of plans for the project. Information gathered during the survey shall include topographic data, elevations of all sanitary and adjacent storm sewers, rim/invert elevations, location of buried utilities, structures, trees (measure caliper, identify overall canopy, and have qualified arborist identify species of trees), and other features relevant to the final plan sheets. Existing drainage at intersections will be verified by field surveys. Spot elevations will be shown on intersection layouts with cross slope to fit intersecting grade lines. • Right -of -Way research includes review of property/right-of-way records based on current internet-based Tarrant Appraisal District (TAD) information available at the start of the oroiect and tied to available on -around property information (i.e. iron rods, fences, stakes, etc.). • The minimum survey information to be provided on the plans shall include the following: - A Project Control Sheet, showing ALL Control Points, used or set while gathering data. Generally, on a scale of not less than 1:400: - The following information about each Control Point; a. Identified (Existing. CITY Monument #8901, PK Nail, 5/8" Iron Rod) b. X, Y and Z Coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on CITY Datum only. c. Descriptive Location (Ex. Set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). - Coordinates on all P.C.'s, P.T.'s, P.I.'s, Manholes, Valves, etc., in the same coordinate system, as the Control. - No less than two horizontal bench marks, per line or location. - Bearings given on all proposed centerlines, or baselines. - Station equations relating utilities to paving, when appropriate. 8.2. Temporary Right of Entry Preparation and Submittal • The documentation shall be provided in conformance with the checklists and templates available on the City's document management system resources folder. 8.3. Subsurface Utility Engineering City of Fort worth, Texas Page 23 of 30 Attachment A Revision Date: 03-18-2025 Page 23 of 30 FORT WORTH, Provide Subsurface Utility Engineering (SUE) to Quality Level D, C, 8, and A, as described below. The SUE shall be performed in accordance with Cl/ASCE 38-02. Qualitv Level D • Conduct appropriate investigations (e.g., owner records, County/CITY records, personal interviews, visual inspections, etc.), to help identify utility owners that may have facilities within the project limits or that may be affected by the project. • Collect applicable records (e.g., utility owner base maps, "as built" or record drawings, permit records, field notes, geographic information system data, oral histories, etc.) on the existence and approximate location of existing involved utilities. • Review records for: evidence or indication of additional available records; duplicate or conflicting information; need for clarification. • Develop SUE plan sheets and transfer information on all involved utilities to appropriate design plan sheets, electronic files, and/or other documents as required. Exercise professional judgment to resolve conflicting information. For information depicted, indicate: utility type and ownership; date of depiction; quality level(s); end points of any utility data; line status (e.g., active, abandoned, out of service); line size and condition; number of jointly buried cables; and encasement. Qualitv Level C (includes tasks as described for Qualitv Level D) • Identify surface features, from project topographic data and from field observations, that are surface appurtenances of subsurface utilities. • Include survey and correlation of aerial or ground -mounted utility facilities in Quality Level C tasks. • Survey surface features of subsurface utility facilities or systems, if such features have not already been surveyed by a professional surveyor. If previously surveyed, check survey data for accuracy and completeness. • The survey shall also include (in addition to subsurface utility features visible at the ground surface): determination of invert elevations of any manholes and vaults; sketches showing interior dimensions and line connections of such manholes and vaults; any surface markings denoting subsurface utilities, furnished by utility owners for design purposes. • Exercise professional judgment to correlate data from different sources, and to resolve conflicting information. • Update (or prepare) plan sheets, electronic files, and/or other documents to reflect the integration of Quality Level D and Quality Level C information. • Recommend follow-up investigations (e.g., additional surveys, consultation with utility owners, etc.) as may be needed to further resolve discrepancies. • Provide Quality Level C to identify overhead utilities on the project and provide the overhead utility information on the SUE plan sheets. City of Fort worth, Texas Page 24 of 30 Attachment A Revision Date: 03-18-2025 Page 24 of 30 FORT WORTH, Level B (includes tasks as described for Quality Level C) • Select and apply appropriate surface geophysical method(s) to search for and detect subsurface utilities within the project limits, and/or to trace a particular utility line or system. • Based on an interpretation of data, mark the indications of utilities on the ground surface for subsequent survey. Utilize paint or other method acceptable for marking of lines. • Unless otherwise directed, mark centerline of single -conduit lines, and outside edges of multi -conduit systems. • Resolve differences between designated utilities and utility records and surveyed appurtenances. • Recommend additional measures to resolve differences if they still exist. Recommendations may include additional or different surface geophysical methods, exploratory excavation, or upgrade to Quality Level A data. • As an alternative to the physical marking of lines, the ENGINEER may, with CITY's approval, utilize other means of data collection, storage, retrieval, and reduction, that enables the correlation of surface geophysical data to the project's survey control. Level A • Expose and locate utilities at specific locations where conflicts may occur. • Tie horizontal and vertical location of utility to survey control. • Provide utility size and configuration. • Provide paving thickness and type, where applicable. • Provide general soil type and site conditions and such other pertinent information as is reasonably ascertainable from each test hole site. ASSUMPTIONS Up to XXX (X) Level A test holes are included. Level A test hole information to be provided: 1. Prior to design, to supplement the design survey 2. Prior to construction, at critical locations, to confirm franchise utility conflict has been in fact cleared. DELIVERABLES A. Drawing of the project layout with dimensions and coordinate list. B. SUE plan drawings sealed by a professional engineer registered in the State of Texas. City of Fort worth, Texas Page 25 of 30 Attachment A Revision Date: 03-18-2025 Page 25 of 30 FORT WORTH TASK 9. PERMITTING. ENGINEERS will provide permitting support for the CITY to obtain any and all agreements and/or permits normally required for a project of this size and type, as follows: 9.1 Texas Department of Transportation (TxDOT) Permit • Meet, negotiate and coordinate to obtain approval of the agency issuing the agreement and/or permits. • Completing all forms/applications necessary. • Submitting forms/applications for CITY and TxDOT review • Submitting revised forms for agency review • Responding to agency comments and requests 9.2. Railroad Permit • Meet, negotiate and coordinate to obtain approval of the agency issuing the agreement and/or permits. • Completing all forms/applications necessary. • Submitting forms/applications for CITY review • Submitting revised forms for agency review • Responding to agency comments and requests 9.3 Texas Department of Licensing and Regulation (TDLR) • Identify and analyze the requirements of the Texas Architectural Barriers Act, Chapter 68 Texas Administrative Code, and become familiar with the governmental authorities having jurisdiction to approve the design of the Project. • ENGINEER is responsible for providing plans that are in compliance with TDLR requirements. • Submit construction documents to the TDLR • Completing all TDLR forms/applications necessary • Obtain the Notice of Substantial Compliance from the TDLR • Request an inspection from TDLR or a TDLR locally approved Registered Accessibility Specialist no later than 30 calendar days after construction substantial completion. Advise the CITY in writing of the results of the inspection. • Responding to agency comments and requests • All costs associated with TDLR plan review and inspections are to be paid by the ENGINEER during the course of the project. City of Fort worth, Texas Page 26 of 30 Attachment A Revision Date: 03-18-2025 Page 26 of 30 FORT WORTH 9.4 Storm Water Pollution Prevention Plan For projects that disturb an area greater than one (1) acre, the Contractor will be responsible for preparing and submitting the Storm Water Pollution Prevention Plan (SWPPP) with appropriate regulatory agencies. The Engineer will prepare the Construction Plan according to the current CITY Stormwater Criteria Manual, which the contractor will incorporate into the SWPPP. 9.5 Environmental Services [provide a detailed scope if US Army Corp of Engineers Section 404 Nationwide Permit or individual permit is required] • Negotiating and coordinating to obtain approval of the agency issuing the agreement and/or permits. • Completing all forms/applications necessary. • Submitting forms/applications for CITY review • Submitting revised forms for agency review • Responding to agency comments and requests 9.6 Floodplain Services • Meet, negotiate and coordinate to obtain approval of the agency issuing the agreement and/or permits. • Completing all forms/applications necessary. • Submitting forms/applications for CITY review • Submitting revised forms for agency review • Responding to agency comments and requests 9.7 Tree Removal Permit • ENGINEER shall coordinate with the City Forester in the Park and Recreation Department (PARD), submit and obtain approval of a Tree Removal Permit when required. • Respond to department comments and requests for additional information. ASSUMPTIONS • Permit preparation will begin after approval of the Conceptual Design. • _XX_ meetings are assumed with for the permit. DELIVERABLES A. Copies of Permit Applications B. Copies of Approved Permits City of Fort worth, Texas Page 27 of 30 Attachment A Revision Date: 03-18-2025 Page 27 of 30 FORT WORTH TASK 10. QUALITY CONTROL / QUALITY ASSURANCE ENGINEER to provide to the City a Quality Control/ Quality Assurance Plan (QC/QA Plan) outlining the ENGINEER's method of ensuring the highest levels of design and accuracy are incorporated into the calculations, plans, specifications, and estimates. ENGINEER is responsible for and shall coordinate all subconsultant activity to include quality and consistency of plans. If, at any time, during the course of reviewing a submittal of any item it becomes apparent to the CITY that the submittal contains errors, omissions, and inconsistencies, the CITY may cease its review and return the submittal to the ENGINEER immediately for appropriate action. No additional time will be granted. 10.1. QC/QA of Survey and SUE Data • The ENGINEER's Surveyor shall perform Quality Control/ Quality Assurance on all procedures, field surveys, data, and products prior to delivery to the CITY. The CITY may also require the ENGINEER's Surveyor to perform a Quality Assurance review of the survey and/or subsurface utility engineering (SUE) work performed by other surveyors and SUE providers. • ENGINEER's Surveyor shall certify in writing via a letter that the survey information provided has undergone a Quality Control/ Quality Assurance process. ENGINEER's Subsurface Utility Engineering provider shall certify in writing via a letter that the SUE information provided has undergone a Quality Control/ Quality Assurance process. 10.2. QC/QA of Design Documentation • ENGINEER shall perform a QC/QA review of all documents being submitted for review at all stages of the design including the 30%, 60%, and 90% and Final Document design review submittals. QA should be performed by an individual within the firm who is not on the design team. ENGINEER is to acknowledge that each item on the Detailed Checklist has been included by checking "done" on the checklist. If a particular checklist item is not applicable, this should be indicated by checking "N/A". If an entire checklist is not applicable, this should be indicated by checking every item on the list as "N/A" and still included with the submittal. The ENGINEER shall use the Detailed Checklist provided by CITY. A Comment Resolution Log must be used to document conflicting comments between reviewers and to highlight comments made by the CITY that the ENGINEER is not incorporating into the design documents along with the associated explanation. The ENGINEER shall use the Comment Resolution Log provided by CITY. • The documentation of a QC/QA review includes (1) a copy of the color -coded, original marked -up document (or "check print") developed during the QA City of Fort worth, Texas Page 28 of 30 Attachment A Revision Date: 03-18-2025 Page 28 of 30 FORT WORTH checking process and/or review forms which sequentially list documents and associated comments; and (2) a summary list of the findings of the QC effort. • Evidence of the QC/QA review will be required to accompany all submittals. Documentation shall include, but is not limited to, the following items: - PDF of the completed Detailed Checklists If any of the above information is missing, is incomplete or if any comments are not adequately addressed; the CITY may contact the ENGINEER and request the missing information. If the ENGINEER does not respond to the request within 24 hours, the CITY shall reject the submittal. No additional time will be granted to the design schedule for a returned submittal. ENGINEER shall plan to recover the lost time with future project milestones remaining unchanged. • If the ENGINEER has not adequately addressed the comments, the submittal shall be rejected and returned to the ENGINEER immediately to address the issues. ASSUMPTIONS • All submittals to the City will be Quality checked prior to submission. • A PDF of the QC/QA documentation will be uploaded to the project folder in the City's document management system (eBuilder). DELIVERABLES QC/QA documentation a. Comment Resolution Log b. Summary of the QC effort findings City of Fort worth, Texas Page 29 of 30 Attachment A Revision Date: 03-18-2025 Page 29 of 30 FORT WORTH, ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES Additional Services not included in the existinq Scope of Services — CITY and ENGINEER agree that the following services are beyond the Scope of Services described in the tasks above. However, ENGINEER can provide these services, if needed, upon the CITY's written request. Any additional amounts paid to the ENGINEER as a result of any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. These additional services include the following: • Negotiation of easements or property acquisition, unless included as part of Section 7. • Services related to disputes over pre -qualification, bid protests, bid rejection and re- bidding of the contract for construction. • Administration of the construction contract and inspection services • Performance of materials testing or specialty testing services. • Services necessary due to the default of the Contractor. • Services related to damages caused by fire, flood, earthquake or other acts of God. • Services related to warranty claims, enforcement and inspection after final completion. • Services to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. • Performance of miscellaneous and supplemental services related to the project as requested by the CITY. City of Fort worth, Texas Page 30 of 30 Attachment A Revision Date: 03-18-2025 Page 30 of 30 ATTACHMENT B COMPENSATION Professional Engineering Services CITYWIDE STORM DRAIN IMPROVEMENTS City Project No. 100092 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 for this project for an amount not to exceed $95,000.00, unless amended. CITY and ENGINEER will agree upon compensation for each Task Order before starting work. Each Task Order shall be Time and Materials. i. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Cateaory Rate for the ENGINEER's team member performing the work. Labor Cateaory 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. City of Fort Worth, Texas Attachment B Revised Date: 12/9/2022 Page 1 of 4 BHB Hourly Rates 2025 2026 Labor Category Rate Rate Whour) Whour) Eng. & Management — Principal/VP $325.00 $340.00 Project Manager I $225.00 $235.00 Senior Engineer I $190.00 $200.00 Project Engineer I $175.00 $185.00 Engineer EIT I $125.00 $130.00 Drafting/CADD I $125.00 $130.00 Senior Project Surveyor I $190.00 $200.00 Project Surveyor I $175.00 $185.00 Survey CADD/Tech Services I $95.00 $100.00 Field Surveying — 2 Person Crew $205.00 $215.00 Clerical Services I $85.00 $90.00 Citywide Storm Drain Improvements Project CPN 100092 ATTACHMENT B COMPENSATION ii. Non -Labor Expenses. Non -labor expenses shall be reimbursed as Direct Expenses at invoice or internal office cost. Direct Expenses (non -labor) include, but are not limited to, mileage, travel and lodging expenses, mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. iii. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost to ENGINEER plus a markup of ten percent (10%). iv. Budgets. ENGINEER will make reasonable efforts to complete the work within the budget and will keep the City informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. ENGINEER is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay ENGINEER beyond these limits. If ENGINEER projects, in the course of providing the necessary services, that the PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions, the ENGINEER shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. When any budget has been increased, ENGINEER's excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. B. The ENGINEER shall be paid monthly payments as described in Section II - Method of Payment. II. Method of Payment A. The ENGINEER shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the ENGINEER, based on the actual hours and costs expended by the ENGINEER in performing the work. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER. C. ENGINEER shall prepare and submit invoices in the format and including content as presented in Exhibit B-1. D. Payment of invoices will be subject to certification by the City that such work has been performed. City of Fort Worth, Texas Citywide Storm Drain Improvements Project Attachment B CPN 100092 Revised Date: 12/9/2022 Page 2 of 4 B-2 ATTACHMENT B COMPENSATION III. Progress Reports A. The ENGINEER shall prepare and submit to the designated representative of the Transportation and Public Works Department monthly progress reports and schedules in the format required by the City. IV. Summary of Total Project Fees Firm Primary Responsibility Fee Amount % Prime Consultant Baird, Hampton & Project Management & $95,000 100% Brown, Inc Engineering Proposed MWBE Sub -Consultants The solicitation for this project was not reviewed by The Business Equity Division for a business equity goal, as it was anticipated to be under the $100,000.01 threshold. Non-MWBE Consultants Project Number & Name 100092 — Citywide Storm Drain Improvement City MWBE Goal = _% City of Fort Worth, Texas Attachment B Revised Date: 12/9/2022 Page 3 of 4 TOTAL $ 95,000 100% Total Fee MWBE Fee MWBE % $95,000 0.00$ 0.00% Consultant Committed Goal = % Citywide Storm Drain Improvements Project CPN 100092 M EXHIBIT "B-1" ENGINEER INVOICE (Supplement to Attachment B) Insert the required invoice format following this page, including the negotiated total budget and allocations of budgets across desired work types and work phases. City of Fort Worth, Texas Attachment B Revised Date: 12/9/2022 Page 4 of 4 Citywide Storm Drain Improvements Project CPN 100092 Professional Services Invoice Project Manager: haneWeidmer Project: Citide Storm Drain Improvements City Project M 1000 2 City Sec Number: Company Name: (Baird, Hampton & Brown, Inc. Supplier's PM: Austin Baird Supplier Invoice M Payment Request M 2025.702.000-XX Service Date:From Service Date:To Invoice Date: Summary Suppliers Instructions: Fill in green cells including Invoice Number, From and To Dates and the included worksheets. When your Invoice is complete, save and close, start Buzzsaw and Add your invoice to the Consultant folder within Project's folder. email: abaird onbhlhinc.com I Office Address: "" William D Tate Blvd, Suite 500, Grapevine, TX 76051 Telephone: 817-338-12 77 Fax: 817-338-9245 Remit 16300 Ridglea Place, Suite 700, Fort Worth, Texas 76116 Sheet FID and Work Type Description Work Type 1 Engineerinq Desiqn Work Type 2 Work Type 3 Work Type 4 Work Type 5 Work Type 6 Agreement LTD Agreement Amendment Amount to Completed Percent ($) Invoiced Current Amount Amount Date Amount Spent Previously Invoice $95,000.00 $95,000.00 Remaining Balance $95,000.00 Totals This Invoice $95,000.00 $95,000.00 $95,000.00 Overall Percentage Spent: Baird, Hampton & Brown, Inc. 817-338-1277 817-338-9245 3801 William D Tate Blvd, Suite 6300 Ridglea Place, Suite 700, Fort 500, Grapevine, TX 76051 Worth, Texas 76116 CFW Project Manager Jane Weidmer Supplier's Project Manager: JAustin Baird Supplier's email: anairdrwnnninc.com Name of Project: Citywide Storm Drain Improvements I ahnr r:a4.n- Nam. Invoice Supplier Project No. 2025.702.000 Proj. Invoice No.I 2025.702.000-XX Invoice date: Period Service Date:From Service Date:To City Secretary Contract #: P.O. Number: Wnnre Rat. !P/hrl Eng. & Management - PrincipalNP 325.00 Project Manager 225.00 Senior Engineer 190.00 Project Engineer 175.00 Engineer EIT 125.00 Drafting/CADD 125.00 Senior Project Surveyor 190.00 Project Surveyor 175.00 Survey CADD/Tech Services 95.00 Field Surveying -2 Person Crew 205.00 Clerical Services 85.00 Total Labor Subcontract Service Subcontractor Subtotal 10 Percent Markup on Subcontract Services Nonlabor Expenses Nonlabor Expense Subtotal 0.0 Total Expenses (Subcontract Services+Markup+Nonlabor Expenses) Amount $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TOTAL DUE THIS INVOICE $0.00 Professional Services Invoice Project Manager: Jane Weidmer Project: Citywide Storm Drain Improvements City Project #: 100092 Work Type Desc: IEngineering Design Supplier Instructions: FID: I City Sec Number: Fill in green cells including Percent Complete and Invoiced Previously Quanities Purchase Order: I When your Invoice is complete, save and close, start Buzzsaw and Add your invoice to the Consultant folder within Project's folder. Company Name: Baird, Hampton & Brown, Inc. Supplier's PM: Austin Baird email: abaird@bhbinc.com Supplier Invoice #: Austin Baird Office Address: 3801 William D Tate Blvd, Suite 500, Grapevine, TX 76051 Payment Request #: 2025.702.000-xX Telephone: 817-338-1277 Service Date:From Fax: 817-338-9245 Service Date:To Invoice Date: Remit 6300 Ridglea Place, Suite 700, Fort Worth, Texas 76116 Pay Items 30 - Design Description Engineering Design Totals This Unit: Agreement LTD Agreement Amendment Amendment Amount to Completed Amount Number Amount Date Amount $95,000.00 $95,000.00 $95,000.00 $95,000.00 Overall Percentage Spent: Percent ($)Invoiced Spent Previously Current Remaining Invoice Balance $95,000.00 $95,000.00 ATTACHMENT "C" CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Design Services for CITYWIDE STORM DRAIN IMPROVEMENTS City Project No. 100092 <List any changes to the Standard Agreement> N/A City of Fort Worth, Texas Attachment C PMO Release Date: 05.19.2010 Page I of I FORT WORTH ATTACHMENT "D" PROJECT SCHEDULE A. ENGINEER Project Schedule Development ENGINEER shall prepare a project schedule for the services to be provided in fulfilling the requirements of the Agreement and encompassing the Scope of Work defined in Attachment A to the Agreement. ENGINEER shall prepare and maintain project schedule throughout the life of the project as defined in the Agreement in compliance with the City's Specification 00 31 15 entitled Engineer Project Schedule. ENGINEER's project schedule will follow the Critical Path Methodology (CPM) for planned sequencing of the work activity and timing of the work. B. Schedule "Tier" Selection City has identified three "Tier" levels for project schedules as defined in City's Specification 00 31 15, to align with the size and complexity of the project as a basis for schedule development. City's Project Manager will determine the "Tier" level for the ENGINEER's project schedule as part of the negotiation of the Agreement. C. Project Baseline Schedule ENGINEER will produce an initial project schedule and submit as a "baseline" for review and acceptance by City's Project Manager as defined in City's Specification 00 31 15 which will be referred to as the Project Baseline Schedule. Updates to the baseline schedule follow the requirements of City's Specification 00 31 15. D. Project Progress Schedule ENGINEER will provide to the City, monthly updates to their project schedule indicating progress of the Work in compliance with the requirements of City's Specification 00 31 15 and said schedule will be referred to as the Project Progress Schedule. E. Master Project Schedule City will develop and maintain a master project schedule for the overall project. ENGINEER's project baseline and progress schedule submittals will be an integral part of the development and updating process of City's Master Project Schedule. City of Fort Worth, Texas Citywide Storm Drain Improvements Attachment D CPN 100092 Revision Date: 07.20.2018 Page 1 of 1 EXHIBIT F CITY OF FORT WORTH STANDARD INSURANCE REQUIREMENTS (1) INSURANCE LIMITS a. Commercial General Liability — Insured shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance as follows: $1,000,000 each occurrence $2,000,000 aggregate If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Project or location. City shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to City. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless City specifically approves such exclusions in writing. ii. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered bythe commercial general liability or commercial umbrella liability insurance maintained in accordance with Agreement. b. Business Auto — Insured shall maintain business auto liability and, if necessary, commercial umbrella liability insurance as follows: $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Such insurance shall cover liability arising out of "any auto", including owned, hired, and non -owned autos, when said vehicle is used in the course of Insured's business and/or the Project. If Insured owns no vehicles, coverage for hired or non -owned autos is acceptable. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by Insured pursuant to this Agreement or under any applicable auto physical damage coverage. CFW Standard Insurance Requirements Page 1 of 3 Rev. 5.04.21 Citywide Storm Drain Improvements Project CPN 100092 c. Workers' Compensation — Insured shall maintain workers compensation and employer's liability insurance and, if necessary, commercial umbrella liability insurance as follows: Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by Insured pursuant to this Agreement. d. Professional Liability (Errors & Omissions) — Insured shall maintain professional liability insurance as follows: $1,000,000 - Each Claim Limit $2,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be written on a claims -made basis, and maintained for the duration of the contractual agreement and for five (5) years following completion of services provided. The policy shall contain a retroactive date prior or equal to the Effective Date of the Agreement or the first date of services to be performed, whichever is earlier. An annual certificate of insurance shall be submitted to City to evidence coverage. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that Insured has obtained all required insurance shall be attached to Agreement concurrent with its execution. Any failure to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. b. Applicable policies shall be endorsed to name City as an Additional Insured, as its interests may appear, and must afford the City the benefit of any defense provided by the policy. The term City shall include its employees, officers, officials, and agents as respects the contracted services. Applicable policies shall each be endorsed with a waiver of subrogation in favor of City with respect to the Project. c. Certificate(s) of insurance shall document that insurance coverage limits specified in this Agreement are provided under applicable policies documented thereon. Insured's insurance policy(s) shall be endorsed to provide that said insurance is primary protection and any self -funded or CFW Standard Insurance Requirements Page 2 of 3 Rev. 5.04.21 Citywide Storm Drain Improvements Project CPN 100092 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. Aten (10) days' notice shall be acceptable in the event of non-payment of premium. f. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VII or equivalent measure of financial strength and solvency as determined by the City's Risk Management division. g. Any deductible or self -insured retention in excess of $25,000 that would change or alter the requirements herein is subject to approval in writing by City, if coverage is not provided on a first -dollar basis. City, at its sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to City. h. In the course of the Agreement, Insured shall report, in a timely manner, to City's Risk Management Department with additional notice to the Contract Compliance Manager, any known loss or occurrence which could give rise to a liability claim or lawsuit against City or which could result in a property loss. City shall be entitled, upon its request and without incurring expense, to review Insured's insurance policies including endorsements thereto and, at City's discretion, Insured may be required to provide proof of insurance premium payments. Lines of coverage, other than Professional Liability, underwritten on a claims - made basis, shall contain a retroactive date coincident with or priorto the date of this Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims -made. k. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Project until final payment and termination of any coverage required to be maintained after final payments. City shall not be responsible for the direct payment of any insurance premiums required by Agreement. m. Subcontractors of Insured shall be required by Insured to maintain the same or reasonably equivalent insurance coverage as required for Insured. Upon City's request, Insured shall provide City with documentation thereof. CFW Standard Insurance Requirements Page 3 of 3 Rev, 5.04.21 Citywide Storm Drain Improvements Project CPN 100092 DATE (MMIDD/YYYY) A� " CERTIFICATE OF LIABILITY INSURANCE 03/12/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Phyllis Constantino NAME: MEDALLION PO Box 79089 INSURANCE SERVICES ,glcNNo. Ext): h(yll0is@meda101 o0ninsurance.com I A�. No):(704) 256-6001 I ChL ADDRESS: phyllis@medallioninsurance.com AFFORDING COVERAGE NAIC # Charlotte NC 28271 INSURERA: Hartford Underwriters Insurance Company 30104 INSURED INSURER B : Nutmeg Insurance Company 39608 Baird Hampton & Brown, Inc. INSURER C : Westfield Select Insurance Company 17105 6300 Ridglea PI INSURER D : Ste 700 INSURER E : Fort Worth TX 76116 INSURER F : COVERAGES CERTIFICATE NUMBER: CL2472510794 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AVUL SUEK POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE To TED CLAIMS -MADE � OCCUR I PREMISES Ea occurrence) $ 1,000,000 A Y GEN'LAGGREGATE LIMITAPPLIES PER: POLICY F PRO 7 LOC JECT OTHER: AUTOMOBILE LIABILITY X ANYAUTO B OWNED SCHEDULED _ AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY X UMBRELLA LIAB X OCCUR A EXCESS LIAB CLAIMS -MADE DED I XI RETENTION $ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE A OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below PROFESSIONAL LIABILITY C CLAIMS -MADE MED EXP (Any one person) $ 10,000 22SBABB4DWT 12/01/2024 12/01/2025 I PERSONAL& ADV INJURY $ 11000,000 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ 22UECAF8868 12/01/2024 12/01/2025 I BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ (Per accident) State surcharge 1 $ EACH OCCURRENCE $ 5,000,000 22SBABB4DWT 12/01/2024 12/01/2025 I AGGREGATE $ 5,000,000 XI STATUTE ERH 22WECBB4EEV 12/01 /2024 12/01/2025 E.L. EACH ACCIDENT $ 1,000,0001,000,000 E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ 1,000,000 EACH CLAIM $5,000,000 DP-0000102 07/26/2024 07/26/2025 AGGREGATE $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Citywide Storm Drain Improvements, CPN 100092. City of Fort Worth -Reference Blanket CGL Additional Insured Endorsement applies when required by written contract. All policy forms and endorsements are applicable and are available upon request. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Fort Worth ACCORDANCE WITH THE POLICY PROVISIONS. 100 Fort Worth Trail AUTHORIZED REPRESENTATIVE Fort Worth TX 76102 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 22 WEC BB4EEV Endorsement Number: Effective Date: 12/01/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Baird, Hampton & Brown, Inc. 6300 RIDGLEA PL STE 700 FORT WORTH TX 76116 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 1. () Special Waiver Name of person or organization 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 (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Form WC 42 03 04 B Printed in U.S.A. Process Date: 10/22/24 Policy Expiration Date: 12/01/25 COMMERCIAL AUTOMOBILE HA99161221 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 Paragraph .1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add the following: d. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. e. Employees as Insureds (1). Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. f. Lessors as Insureds (1). The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (a) The agreement requires you to provide direct primary insurance for the lessor and (b) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. g. Additional Insured if Required by Contract (1) When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (a) During the policy period, and (b) Subsequent to the execution of such written contract, and Form HA 99 16 12 21 © 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Page 1 of 5 (c) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 2. Primary and Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in A.1.g. - Additional Insured If Required by Contract, the following provisions apply: (1) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (2) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in SECTION IV - Business Auto Conditions, B. General Conditions, Other Insurance 5.d. 3. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The SECTION IV- Business Auto Conditions, B. General Conditions, 5. OTHER INSURANCE Condition is amended by adding the following: e. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. Page 2 of 5 Form HA 99 16 12 21 4. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 6. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 7. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 8. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 9. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs BA - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in 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 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b. Section III, Physical Damage Coverage, Limit of Insurance, Paragraph C.2. is amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: Form HA 99 16 12 21 Page 3 of 5 (1) Permanently installed in or upon the (2) A partner, if you are a partnership; covered "auto" in a housing, opening or (3) A member, if you are a limited liability other location that is not normally used by company; or the "auto" manufacturer for the installation of such equipment; (4) An executive officer or insurance manager, if you are a corporation. (2) Removable from a permanently installed housing unit as described in Paragraph 14. UNINTENTIONAL FAILURE TO DISCLOSE 2.a. above or is an integral part of that HAZARDS 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 will not deny coverage under this Coverage Form c. For each covered "auto", should loss be because of such failure. limited to electronic equipment only, our obligation to pay for, repair, return or replace 15. HIRED AUTO - COVERAGE TERRITORY damaged or stolen electronic equipment will SECTION IV, BUSINESS AUTO CONDITIONS, be reduced by the applicable deductible PARAGRAPH B. GENERAL CONDITIONS, 7. - shown in the Declarations, or $250, whichever POLICY PERIOD, COVERAGE TERRITORY - is deductible is less. added to include the following: 10. EXTRA EXPENSE - BROADENED COVERAGE (6) For short-term hired "autos", the coverage Under Paragraph A. - COVERAGE - of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "auto" to you. "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in 11. GLASS REPAIR - WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D. - DEDUCTIBLE - of and possessions of the United States of SECTION III - PHYSICAL DAMAGE COVERAGE, America, Puerto Rico or Canada or in a the following is added: settlement we agree to. No deductible applies to glass damage if the glass 16. WAIVER OF SUBROGATION is repaired rather than replaced. Paragraph 5. TRANSFER OF RIGHTS OF 12. TWO OR MORE DEDUCTIBLES RECOVERY AGAINST OTHERS TO US - of Under Paragraph D. - DEDUCTIBLE - of SECTION IV - BUSINESS AUTO CONDITIONS SECTION III - PHYSICAL DAMAGE COVERAGE, A. Loss Conditions is amended by adding the the following is added: following: If another Hartford Financial Services Group, Inc. We waive any right of recovery we may have company policy or coverage form that is not an against any person or organization with whom you automobile policy or coverage form applies to the have a written contract that requires such waiver same "accident", the following applies: because of payments we make for damages under this Coverage Form. (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) 17. RESULTANT MENTAL ANGUISH COVERAGE deductible, it will be waived; The definition of "bodily injury" in SECTION V- (2) If the deductible under this Business Auto DEFINITIONS, C. is replaced by the following: Coverage Form is not the smaller (or "Bodily injury" means bodily injury, sickness or smallest) deductible, it will be reduced by the disease sustained by any person, including amount of the smaller (or smallest) mental anguish or death resulting from any of deductible. these. 13. AMENDED DUTIES IN THE EVENT OF 18. EXTENDED CANCELLATION CONDITION ACCIDENT, CLAIM, SUIT OR LOSS Paragraph 2. of the COMMON POLICY The requirement in LOSS CONDITIONS 2.a. - CONDITIONS - CANCELLATION - applies except DUTIES IN THE EVENT OF ACCIDENT, CLAIM, as follows: SUIT OR LOSS - of SECTION IV - BUSINESS If we cancel for any reason other than AUTO CONDITIONS that you must notify us of an nonpayment of premium, we will mail or deliver to "accident" applies only when the "accident" is the first Named Insured written notice of known to: cancellation at least 60 days before the effective (1) You, if you are an individual; date of cancellation. Page 4 of 5 Form HA 99 16 12 21 19. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's 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," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a. A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 20. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HA 99 16 12 21 Page 5 of 5 THE HARTFORD BUSINESS LIABILITY COVERAGE FORM Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. Throughout this Coverage Part the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and 'bur" refer to the insurance company shown in the Declarations. "Policy period", as used in this Coverage Part, means the period from the effective date of this Coverage Part to the expiration date of the Coverage Part as stated in the Declarations or the date of cancellation, whichever is earlier. The word "insured" means any person or organization qualifying as such under Section C. Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section F. Liability And Medical Expenses Definitions. A. COVERAGES 1. Business Liability Coverage (Bodily Injury, Property Damage, Personal And Advertising Injury) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit' seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any 'occurrence" or offense and settle any claim or "suit' that may result. But: (1) The amount we will pay for damages is limited as described in Section D. Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. 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. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "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 1. of Section C. Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or Form SL 00 00 10 18 Page 1 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. Medical Expenses Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. Coverage Extension - Supplementary Payments a. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish, finance, arrange for, guarantee, or collateralize these bonds, whether the collateral ization is characterized as premium or not. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed against the insured. (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. Form SL 00 00 10 18 Page 2 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the Limits of Insurance. b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (1) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (III) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "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; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". Form SL 00 00 10 18 Page 3 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; (3) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; or (4) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. 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 "bodily injury" or "property damage" involved that which is described in Paragraph (1), (2), (3) or (4) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving, or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (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. Form SL 00 00 10 18 Page 4 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD This exclusion does not apply to liability assumed by the insured under an "insured contract". Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this paragraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to this Coverage Part as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this paragraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any 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"; or (b) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". Form SL 00 00 10 18 Page 5 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft (1) Unmanned Aircraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and 'loading or unloading". This Exclusion g.(1) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". (2) Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and 'loading or unloading". This Exclusion g.(2) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This Exclusion g.(2) does not apply to: (a) A watercraft while ashore on premises you own or rent; (b) A watercraft you do not own that is: (i) Less than 51 feet long; and (ii) Not being used to carry persons or property for a charge; (c) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (d) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft (other than "unmanned aircraft") or watercraft; (e) "Bodily injury" or "property damage" arising out of: (i) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (i i) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or (f) An aircraft (other than "unmanned aircraft") that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment' in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. Form SL 00 00 10 18 Page 6 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) 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 (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10)Pharmaceutical services including but not limited to: (a) The administering, prescribing, preparing, distributing or compounding of pharmaceutical drugs, vaccinations, immunizations or any of their component parts; (b) The providing of or failure to provide home health care or home infusion products or services; and (c) Advising and consulting customers; (11)Computer consulting, design or programming services, including web site design. 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 "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; Form SL 00 00 10 18 Page 7 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D. Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. 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. n. 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: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) 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 the 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. o. 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: (1) "Your product"; (2) "Your work"; or (3) "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. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written, electronic, or any other manner of publication of material, if done by or at the direction of the insured with knowledge of its falsity; Form SL 00 00 10 18 Page 8 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (2) Arising out of oral, written, electronic, or any other manner of publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of: (a) Any actual or alleged infringement or violation of any intellectual property rights, such as copyright, patent, right of publicity, trademark, trade dress, trade name, trade secret, service mark or other designation of origin or authenticity; or (b) Any injury or damage alleged in any claim or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made against you, or by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (i) Infringement, in your "advertisement", of: a. Copyright; b. Slogan; unless the slogan is also a trademark, trade dress, trade name, service mark or other designation of origin or authenticity; or c. Title of any literary or artistic work; or (ii) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". Paragraph (7)(b)ii above shall not apply to claims or "suits" alleging infringement or violation of trademark, trade dress, trade name, service mark or other designation of origin or authenticity. (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section F. Liability And Medical Expenses Definitions. For the purposes of this exclusion, the placing of frames, borders, or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10)Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12)Arising out of: (a) Advertising content for others on your web site; (b) Placing a link to a web site of others on your web site; Form SL 00 00 10 18 Page 9 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisement" or other content on your web site; (13)Arising out of a violation of any anti-trust law; (14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; (15)Arising out of 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. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information; or (16)Arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "personal and advertising injury" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". However, this exclusion does not apply if the only allegation in the claim or "suit" involves an intellectual property right which is limited to: (a) Infringement, in your "advertisement", of: (i) Copyright; (ii) Slogan; or (iii) Title of any literary or artistic work; or (b) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". q. Access Or Disclosure Of Confidential Or Personal Information And Data -Related Liability (1) Damages because of "bodily injury" or "property damage" arising out of 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 (2) Damages arising out of 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 such damages are claimed for notification costs, credit 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 Paragraphs (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or Form SL 00 00 10 18 Page 10 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (c) Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, malicious prosecution or false arrest directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to that person at whom any of the employment -related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the injury -causing event described in Paragraphs (a), (b), or (c) above occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses 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"; (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 an "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". t. Recording And Distribution Of Material Or Information In Violation Of Law "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: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) 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 (4) 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. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. Form SL 00 00 10 18 Page 11 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business, other than that described in b. through e. below, of which you are the sole owner. b. 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. c. 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. d. 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. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either 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 within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: Form SL 00 00 10 18 Page 12 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (a) Owned, occupied or used by: (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. 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; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator Of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons or property for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: Form SL 00 00 10 18 Page 13 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 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. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance required in a written contract, written agreement or permit; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. If more than one limit of insurance under this Policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this Policy and the endorsements is the single highest limit of liability of all Form SL 00 00 10 18 Page 14 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part 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, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured under this Coverage Part must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured under this Coverage Part only when such "occurrence", offense, claim or "suit" is known to: Form SL 00 00 10 18 Page 15 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (1) You or any additional insured under this Coverage Part that is an individual; (2) Any partner, if you or an additional insured under this Coverage Part is a partnership; (3) Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured under this Coverage Part is a corporation; (5) Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6) Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity. This Paragraph f. applies separately to you and any additional insured under this Coverage Part. 3. Legal action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms 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 insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 5. Representations a. When You Accept This Policy By accepting this Policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 6. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work"; Form SL 00 00 10 18 Page 16 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section B. Exclusions. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section B. Exclusions. (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Form SL 00 00 10 18 Page 17 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 7. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. 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, including Supplementary Payments, we have made under this Coverage Part, 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. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement. 2. "Advertising idea" means any idea for an "advertisement". 3. "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. 4. "Auto" means: a. A land motor vehicle, trailer or semi -trailer 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 or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or Form SL 00 00 10 18 Page 18 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication. provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of "electronic data", means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. Liability And Medical Expenses Limits Of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or Form SL 00 00 10 18 Page 19 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered "autos". 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: Form SL 00 00 10 18 Page 20 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written, electronic, or any other manner of publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, electronic, or any other manner of publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. Form SL 00 00 10 18 Page 21 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Unmanned aircraft" means an aircraft that is not: a. Designed; b. Manufactured; or c. Modified after manufacture; to be controlled directly by a person from within or on the aircraft. 24. "Volunteer worker" means a person who: a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 25. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 26. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Form SL 00 00 10 18 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) Page 22 of 22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C. WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 Page 1 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. 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 "bodily injury", "property Form SL 30 32 06 21 Page 2 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. 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 "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Form SL 30 32 06 21 Page 3 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) FORT WORTH. Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE: 100092 Citywide Stormwater Drain Improvements M&C: N/A CPN: 100092 CSO: DOC#: Date: To: Name Department Initials Date Out 1. 2. Mike Bennett 3. Lauern Prieur 4. Doug Black 5. Jesica McEachern 6. Jannette Goodall 7 Allison Tidwell 8 TPW/Contracts 9 10. TPW PM/Approver/Agiloft TPW/Approver/Agiloft Legal ACM CSO CSO TPW MB 04/04/25 LP 04/07/25 A 04/24/2025 05/02/2025 05/02/2025 05/02/2025 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 Reauired: ❑ Attach Signature, Initial and Notary Tabs ❑ As Requested ❑ For Your Information ® Signature/Routing and or Recording ❑ Comment ❑ File Return To: Please notify tuw sw contracts(afortworthtexas.gov when complete. Call ext. 817 229 3283 or ext. 6254 with questions. Thank you!