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14-R-58 - Ford Engineering contract design for Pickrell Park ADA WalkwayRESOLUTION NO. 14 -R -58 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH FORD ENGINEERING, INC., RELATING TO ENGINEERING DESIGN SERVICES FOR THE PICKRELL PARK ADA WALKWAY, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City staff of the City of Schertz (the "City ") has determined that the City requires professional services relating to engineering services and design services for the Pickrell Park ADA Walkway Project, which includes 1,740 linear feet of sidewalk within Pickrell Park, for mobility - challenged visitors, including an emergency vehicle access and a passenger loading area, 80 feet long, off of Aero Avenue, and an emergency vehicle access point at the Poplar Street pavilion; and WHEREAS, City staff has determined that Ford Engineering, Inc., is qualified to provide such services for the City; and WHEREAS, pursuant to Section 252.022(a)(4) of the Texas Local Government Code, the City is not required to seek bids or proposals with respect to a procurement for personal, professional, or planning services; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with Ford Engineering, Inc., pursuant to the Engineering Services Agreement attached hereto as Exhibit A (the "Agreement'). BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City.manager to execute and deliver the Agreement with Ford Engineering, Inc., in substantially the firm set forth on Exhibit A. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this I" day of July, 2014. CITY OF SCHERTZ, TEXAS R. Carpenter, Mayor ATTEST: enda Dennis, City Secretary (CITY SEAL) EXHIBIT A ENGINEERING SERVICES AGREEMENT 50077397.1 A -1 AGREEMENT FOR PROVIDING LIMITED PROFESSIONAL SERVICES Design Professional Firm: Ford Engineering, Inc. 10927 Wye Dr, Ste 104 San Antonio, TX 78217 TBPE No. F -1162 Ph: 210 - 590 -4777 Fax: 210-590-4940 www.fordengineeriiiq.com Client: City of Schertz c/o Kathy Woodlee, P.E. - City Engineer Address: 1400 Schertz Parkway Schertz, Texas 78154 Phone: 210. 619.1823 email: kwoodlee(o)schertz.com Date: April 15, 20141 Revised 07108/2014 Project No: Project Name /Location: Design Services for Pickrell Park ADA Walkway— Schertz, Texas Scope /Intent and Extent of Services: See Attachment A& Attachment B Fee Arrangement: $10,475.00 Progress Invoices are due on receipt in order to prevent delays. This budget figure will not be exceeded without authorization from Client. Should additional services within the original Scope be required, such services will be billed at the following hourly rates: Principals $200.00 CADD Tech: $ 85.00 Senior Professional Engineer (P.E.): $165.00 Survey Tech: $ 85.00 Registered Professional Engineer (PE): $150.00 2 -Man Field Crew: $145.00 Licensed State Land Sureyor (LSLS) $165.00 3- Man Field Crew: $165.00 Registered Professional Land Surveyor (RPLS): $150.00 4 -Man Field Crew: $185.00 Design Engineer (E.I.T.): $ 95.00 Clerical: $ 65.00 CHANGES TO THE ORIGINAL SCOPEIINTENT WILL BE NEGOTIATED AS AN AMENDED OR NEW CONTRACT /AGREEMENT. Direct Project Expenses will be billed to Client as follows: Additional Prints: $10.00 (large) $8.00 (small) Federal Express, Property Research, Courier Services and Other Expenses: Amount of Invoice PLUS 15% Client is expected to furnish FORD ENGINEERING, INC. with full information as to the Clienfs requirements including any special or extraordinary considerations for the Project or special services needed and also to make available all pertinent existing data. Special Conditions: Client will be responsible for all fees in relation to, but not limited to, permit fees payable to the City of Schertz, Guadalupe County, and/or any other agency. Prepared by: Mark B. Hill, P.E. Each individual executing this Agreement on behalf of the CLIENT or FIRM, by this execution, acknowledges that he is duly authorized to commit the CLIENT or FIRM to this Agreement.' Offered f by: A641— / Y 641— 07108/2014 signature date _Mark B. Hill. P.E., Principal printed name /litte FORD ENGINEERING, INC. Accepted by: Z- signIttiA date 11,�.. printed name /title r I CA-u vk Sake -Az. name of clien The Terms and Conditions on the reverse of this form (page 2) are a part of this Agreement. PAGE 1 OF 6 TERMS AND CONDITIONS Terms and Conditions: To be governed by the "On Call Engineering Services Master Agreement' between the City of Schertz, Texas and Ford Engineering, Inc. effective July 1, 2014. Exception: Scope of Services in the "On Call Engineering Services Master Agreement' between the City of Schertz, Texas and Ford Engineering, Inc. effective February 1, 2014 (Resolution No. 14 -R -55) will defer to the hourly rates listed in the Exhibit B "Hourly Billing Rate Table" in this Agreement. PAGE 2 OF 6 CJ z L'7 z WW Z C7 z W O w ATTACHMENT A Our understanding of the scope of work is generally as follows: The City of Schertz desires to construct approximately 1,740 linear feet of sidewalk within Pickrell Park, with an emergency vehicle access and a passenger loading, 80 feet long, off of Aero Avenue, and an emergency vehicle access point at the existing parking at Poplar St. ADA sidewalk will connect the Acre St. pavilion, the restroonns, and the Poplar St. pavilion. An exhibit of the improvements was provided by the City and included. The sidewalk will be 10 feet wide, reinforced concrete, and is will be considered a multi -use path with pedestrian and bicycle general use, and occasional use by emergency vehicles. Project Sconee Ford Engineering, Inc. will survey the existing conditions of Pickrell Park limited to areas within 50 feet of the route shown in the City's exhibit and at the location of the passenger loading area. The survey will include locating existing significant trees, fences, structures, playground equipment, and visible utilities within 50 feet proximity to the route and access points. The survey will establish the existing ground elevations and topography. The City will provide to FEI all available information on existing utilities within the project area, including as- builts and plans of record. A basemap CAD file of the existing conditions will be prepared based on the on- the - ground survey. Ford Engineering, Inc. will design the proposed walkway to meet current ADA standards and have no impact on the existing drainage patterns. The improvements will be to City of Schertz current standards of constructions as required in the Public Works Specifications. Construction plans will generally include cover, general notes, site plans, grading plan, and associated details sufficient to construct the project as described above. It is anticipated that the areas disturbed for construction will be under 1 acre, and the stornn water pollution prevention plan will be limited to a the requirements for a "small construction site ". The site is located within the FEMA designated floodway and will require a City Floodplain Development Permit, as wells a Certificate of No Rise. Ford Engineering, Inc. will provide the necessary standard details to comply with the stornn water pollution prevention plan requirements of the City. Ford Engineering, hie. will prepare the flood plain permit submittals, and will provide a letter based on standard engineering practice regarding the potential adverse impact of the sidewalk. A hydraulic model will not be prepared. Due to the nature of the project, Ford Engineering hie. will accelerate the design schedule to a final design only. FEI will prepare three 3 sets of Final construction plans, and quantity and cost estimate, for review, approval by the City. Plans will be in conformance with City of Schertz standards of construction and materials. It is anticipated that it will take 30 calendar days for the Final Design Phase. After the City has reviewed the Final plans and specifications, Ford Engineering, hie. will address any comments and provide 3 hard copies and one PDF copy of the construction plans, quantity and cost estimate, and bid documents to the City of Schertz for bidding of the project. It is anticipated that it will take 5 calendar days to respond to continents. All hard copies will be 22" 04 ". PDF copy will be provided on a compact disk. No easements are anticipated to be required. A representative of Ford Engineering, Inc. will attend a preconstruction meeting. FEI will not be required to attend review meetings, public meetings, pre -bid meetings, pre -bid or bid openings. Should the need arise for a representative of Ford Engineering, hie. to attend a one of these meetings; the time required of FEI will be compensated at an hourly rate determined in the general contract. Ford Engineering will provide a construction staking to consist of two benchmarks to establish horizontal and vertical control; we anticipate the contractor will perfornn all additional construction staking. Ford Engineering, Inc. will not be required to make site visits during construction. Ford Engineering, Inc. will PAGE 3 OF 6 U Z CJ yZ WW 2 w CS Z W O 44 review four (4) monthly payment applications by the contractor, and provide recommendations to the City for payment. If the project lasts longer than 4 months, or requires additional monthly payment application review, the time required of FEI will be compensated at an hourly rate determined in the general contract. A representative of Ford Engineering, Inc. will accompany the City in the final project inspection. The City will provide FEI with the contractor redlines and FEI will prepare one hard copy and one PDF copy of the plan of record, and will provide a CAD file in AutoCAD format to the City. Engineering Fee Compensation for these services will be in the amount of $10,475.00 which will cover all costs associated with the scope described above. See attached work -hours sheet for estimated time per task. PAGE 4 OF 6 0 LO a 0 n F- o o b NN 6 ui cs ui li Ny cl� L ° d U O o 0 0' a � M � � 3 c ° v U o o mv o o o a O O O O v o 0 0 o sr N � y C A o 0 0 0 ;. o 0 0 0 0 LQ m H U O ° U N b y W •O G C 0 o y O O et y y V N O N V N N y N a 'v `o � N 0 U a ° • ° N O O O V V 0 0 O 0 N O U C O O O C W a >_ o O O O O N N •p� M W Z Q ~ o ;o o :0 0 0 0 00 0 0 W N N N N N : N N N N N N o Z 1'N � > T N O N N p OI C p T Q O K AA, E E io o ° rn v O � Ev °O O CL $ ° a c c ° o ' cc ° W LLN { N o v c 15 o c o ; 2 O n s ' Ey 2 N N RO "m °NN - 'r a v ° !. ctq � a w • Hwa o o w 'd m 4Y ' N a x ��:„tocHOf n . E v Z � mN m 6 em ¢ o w m c m c O .-i ti c NO 3 O N °Q m VW r y v o 2 .,q . . a C W N'. . . ° � a°� � 9; : L LL > O t yy a J ,; A , U �amy � d d a t Q A ia f K Y I d V N M m :" . LA .l _�m I m ro . o o v' F F v F �,;, a 3a`• 0 LO a 0 n ,- wassenggr AERO AVE or ILOadinuglZonei G!•A^'1 I _.y`� _ � ,'•rte "1 s "� �ti �y x .+ Accessible v 'rn Accessible N ! Reshoam t W�' � r 'Pavilion , 3 210 ft pccessll L R oute = l• Play Structure with Accessible Swing 5 e tatorArea _ k. Struct ure Accessib le with Accessible Picnic ' spectat`or'Ared Area i' x i o n J A N m + 174 I ft � 2 ,r �i hUVIIIUIU (yi �� !r , ' Accessible ' '- Parking i �r,. a � Piekrell Park ® 1 Inch =80 Feet 0 25 50 100 PAGE 6 OF 6 150 200 250 300 Feet Enter your TIN In the appropriate box. The TIN provided must match the name given on the "Name" line I social security number to avoid backup withholding. For Individuals, this Is your social security number However, for a resident alien, sole proprietor, or disregarded entity, see the Pan I Instructions on n page 3. For other Give Form to the Form ■■IM19 Request for Taxpayer (Rev. December 2011) Identification Number and Certification requester. Do not Department of the Trawry send to the IRS. Imemal Reverxre SerNce Note. If the account Is in more than one name, see the chart on page 4 for guidelines on whose Employer Identification number Name (as shown on your Income tax return) T Ford Engineering, Inc. N Business name /disregarded entity name, it different from above m m Check appropriate box for federal tax classification: ❑ Individual /sole proprietor © C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate c o ' E] lJmiled liability company. Enter the lax classification (C =C corporation, S =S corporation, P= pannership)► Exempt ❑ t pay ee ❑ Other (see instructlons)► Address (number, street, and apt. or suite no.) Requesters name and address (optional) 10927 Wye Dr., Suite 104 N City, state, and ZIP code Sa Antonio, Texas 78217 Gat account number(s) here (optionaQ Taxpayer Identification Number (TIN) Enter your TIN In the appropriate box. The TIN provided must match the name given on the "Name" line I social security number to avoid backup withholding. For Individuals, this Is your social security number However, for a resident alien, sole proprietor, or disregarded entity, see the Pan I Instructions on n page 3. For other entities, it is your employer Identification number (EIN). If you do not have a number, see How to get e TIN on page 3. Note. If the account Is in more than one name, see the chart on page 4 for guidelines on whose Employer Identification number number to enter. T DniO1"", "I1 WIM Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be Issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all Interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification instmotions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all Interest and dividends on your tax return. For real estate transactions, Item 2 does not apply. For mortgage Interest paid, acquisition or abaalTonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other the rylrjtareal and dividends, you are not regd�d to sign the certification, but you must provide your correct TIN. See the Instructions on Deals 4. ��I // 0 n / 1 Olur1 I Signature of Here U.S. person 0- General Instructions - Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an Information return with the IRS must obtain your correct taxpayer Identification number (TIN) to report, for example, Income paid to you, real estate transactions, mortgage Interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W -9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be Issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding If you are a U.S, exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership Income from a U.S. trade or business Date 10- Note. If a requester gives you a foim other than Form W -9 to request your TIN, you must use the requester's form If it Is substantially similar to this Form W -9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An Individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized In the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined In Regulations section 301.7701 -7). Special rules for partnerships. Partnerships that conduct a trade or business In the United States are generally required to pay a withholding tax on any foreign partners' share of Income from such business. Further, In certain cases where a Form W -9 has not been received, a partnership is required to presume that a partner Is a foreign person, and pay the withholding tax. Therefore, If you are a U.S. person that is a partner in a partnership conducting a trade or business In the United States, provide Form W -9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership Income. Is not subject to the withholding tax on foreign partners' share of effectively connected Income. Cat. No. 10231X Form W-9 (Rev. 12-2011) CITY OF SCHERTZ PROJECT AGREEMENT FOR DESIGN SERVICES FOR PICKRELL PARK ADA WALKWAY This Agreement is entered into in the City of Schertz, Texas, between the City of Schertz, a Texas municipal corporation, hereinafter called "CITY" and /or "OWNER ", and Ford Engineering, Inc. — 1092 7 TVve Dr. , Suite 104, San Antonio TX 78217. Engineer(s), duly licensed, and practicing under the laws of the State of Texas, hereinafter called "CONSULTANT ", this Agreement being executed by City pursuant to appropriate action by the City Council of CITY and by CONSULTANT, for engineering services hereinafter set forth in connection with the above designated Project for CITY. ARTICLE 1 DEFINITIONS ARTICLE 2 SCOPE OF SERVICES ARTICLE 3 COMPENSATION FOR SERVICES ARTICLE 4 METHOD OF PAYMENT ARTICLE 5 TIME, SCHEDULE, AND PERIOD OF SERVICE ARTICLE 6 COORDINATION WITH CITY ARTICLE 7 REVISIONS TO DRAWINGS AND SPECIFICATIONS ARTICLE 8 OWNERSHIP OF DOCUMENTS ARTICLE 9 TERMINATION AND /OR SUPENSION OF WORK ARTICLE 10 CONSULTANT'S WARRANTY ARTICLE 11 ASSIGNMENT OR TRANSFER OF INTEREST ARTICLE 12 INSURANCE REQUIREMENTS ARTICLE 13 INDEMNIFICATION ARTICLE 14 CLAIMS AND DISPUTES ARTICLE 15 SEVERABILITY ARTICLE 16 ESTIMATES OF COST ARTICLE 17 INTEREST IN CITY CONTRACTS PROHIBITED ARTICLE 18 CONFLICTS OF INTEREST DISCLOSURE ARTICLE 19 STANDARD OF CARE ARTICLE 20 RIGHT OF REVIEW AND AUDIT ARTICLE 21 ENTIRE AGREEMENTS ARTICLE 22 VENUE ARTICLE 23 NOTICES ARTICLE 24 INDEPENDENT CONTRACTOR ARTICLE 25 CAPTIONS ATTACHMENT 1 PROJECT SCOPE OF SERVICES ATTACHMENT 2 PROJECT DESIGN PHASES COST AND TIMELINE ATTACHMENT 3 BILLING RATE SCHEDULE ATTACHMENT 4 ADDITIONAL PROJECTS AND /OR EXPANDED SCOPE OF SERVICES _2014 Pickrell Park ADA WO Agreement Final .doc Page 1 Pickrell Park ADA Walkway ARTICLE 1: DEFINITIONS AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE MEANINGS AS SET OUT BELOW: Agreement means this Master Agreement between CITY and CONSULTANT that establishes the terms and conditions for all Projects to be carried out under this Agreement. Application for Compensation means the form CONSULTANT uses to make a request to be paid for completed services. Application for Payment means the form CONSTRUCTION CONTRACTOR uses to make a request to be paid for completed work. Certificate for Payment means the form CONSULTANT uses to make recommendations on CONSTRUCTION CONTRACTOR'S Application for Payment. CITY means the City of Schertz, Texas. Claim means a demand or assertion by one of the parties seeking, as a matter of right, adjustment, or interpretation of the terms of this Agreement, payment of money, extension of time, or other relief with respect to the terms of this Agreement. The term "claim" also includes other disputes and matters in question between the OWNER and CONSULTANT arising out of or relating to this Agreement. Compensation means amounts paid by CITY to CONSULTANT for completed services under this Agreement. CONSTRUCTION CONTRACTOR means the firm hired by CITY to construct the Project. Construction Contract Documents means the contract between the CITY and the firm contracted by CITY to construct the Project and all documents therein. CONSULTANT means the entity named on the cover page of this Agreement and its officers, partners, employees, agents, and representatives, and all its subconsultants, if any, and all other persons or entities for which CONSULTANT is legally responsible. ENGINEER means CITY's City Engineer. Final Compensation means the final amounts paid by CITY to CONSULTANT for completed services under this Agreement. Final Payment means the final amounts paid by CITY to CONSTRUCTION CONTRACTOR for completed work under the construction contract. _2014 Pickrell Park ADA WO Agreement Final .doc Page 2 Pickrell Park ADA Walkway Opinion of Probable Construction Cost means CONSULTANT'S estimate of probable construction cost for a Project based on its experience and qualifications as a practitioner of its profession and the current costs in the local area. OWNER means the City of Schertz, Texas. Payment means amount paid by CITY to CONSTRUCTION CONTRACTOR for work performed under the Construction Contract Documents. Plans and Specifications means the construction documents. Project means the capital improvement /construction development undertaking of CITY for which CONSULTANT'S services, as stated in the Scope of Services, and to be provided pursuant to this Agreement. Proposal means CONSULTANT'S proposal to provide services for the Project. Schedule of Values means the fees allocated to services, reimbursable and /or various portions of the services or Work, prepared in such form, and supported by such data to substantiate its accuracy as OWNER may require. Scope of Services means the services described in Article 4, Scope of Services. Services means professional services performed by CONSULTANT. Total Compensation means the amount paid to CONSULTANT under Article 2, Compensation for Basic Services, of this Agreement. Work means the labor and materials required to complete a Project by CONSTRUCTION CONTRACTOR in accordance with the Construction Contract Documents. ARTICLE 2: SCOPE OF SERVICES 2.1 CONSULTANT shall not commence work until being thoroughly briefed on the scope of the Project and being notified in writing to proceed. The scope of the Project and CONSULTANT'S Services required shall be reduced by CONSULTANT to a written summary of the scope meeting. That Scope of Services and associated time schedule, along with cost, once approved by CITY, will be included as a part of this Agreement as Attachments 1 and 2 herein. Should the scope subsequently change, either CONSULTANT or CITY may request a review of the anticipated services, with an appropriate adjustment in compensation. 2.2 Communications by and with CONSULTANT'S subconsultants shall be through CONSULTANT. Communications by and with subcontractors and material suppliers shall be through CONSTRUCTION CONTRACTOR. 2.3 CONSULTANT, in consideration for the Compensation herein provided, shall render the professional Services described in this Section that are necessary for the development of _2014 Pickrell Park ADA WO Agreement Final .doc Page 3 Pickrell Park ADA Walkway the Project, including plans and specifications, construction management services, any special and general conditions, and instructions to bidders as acceptable to the Engineer, or his or her duly authorized representative. 2.4 CONSULTANT shall complete a Project in accordance with the following phases and CONSULTANT'S Scope of Services attached and incorporated herein as Attachments 1 and 2. 2.4.1 PROJECT DESIGN PHASES 2.4.2 Preliminary Engineering Report 2.4.3 30% Design 2.4.4 60% Design 2.4.5 90% Design 2.4.6 Bid Documents and Services 2.4.7 Construction Phase Services 2.4.8 Project Close Out and Final Payment 2.5 Upon acceptance and approval of the plans, reports or other deliverables required for a Phase of work, as set forth in the Scope of Services, Engineer shall authorize CONSULTANT, in writing, to proceed with the next phase of Work. 2.6 During Design Phases CONSULTANT shall: 2.6.1 Coordinate and meet with City staff and Project stakeholders as appropriate throughout the Project. Assist staff at meetings with stakeholders, workshops, and presentations to advisory commissions and City Council. 2.6.2 Provide the necessary field survey services to determine the existing field conditions, including all utilities and surface features to the maximum extent possible. 2.6.3 CONSULTANT shall make every effort to minimize utility adjustments, where possible. 2.6.4 In the event electrical, communication, gas or other facilities are encountered, CONSULTANT shall identify and incorporate those facilities at the completion of each Project Phase in order to determine the magnitude of any potential adjustment. 2.6.5 Perform the necessary testing to determine the existing site conditions and proper design for construction and methods of any necessary demolition. 2.6.6 Follow and comply with the requirements for the Design Phases listed in this Agreement, CITY'S Unified Development Code, if applicable, and CITY'S Design Guidance Manual, both of which are incorporated by reference herein. 2.6.7 In case of conflicts, follow and comply with the most stringent requirements for the Design Phases. _2014 Pickrell Park ADA WO Agreement Final .doc Page 4 Pickrell Park ADA Walkway 2.6.8 Prepare documents for, and coordinate with other utilities and associated local, state, and federal agencies (including TCEQ, EPA, TxDOT, ACOE, etc.) as required for the approval of all necessary permits (determined during seeping for each individual project). 2.6.9 Provide detailed plans and specifications for the Project at appropriate progress intervals in requested formats (may include hard copy, .pdf, and .dwg). 2.6.10 Provide Opinion of Probably Construction Cost. 2.7 During Bid Phase CONSULTANT shall: 2.7.1 Provide unit price bid quantities in City bid form format for use in bid documents 2.7.2 Provide bid sets of contract, technical specifications, plans, and any other necessary documents in hard copy and digital format. 2.7.3 Attend pre -bid conference and prepare responses to questions and addenda as necessary. 2.7.4 Research qualifications and references of apparent low bidder(s) and provide a letter of recommendation for contract award. 2.8 During Construction Phase: 2.8.1 CONSULTANT shall monitor construction schedule. 2.8.2 CONSULTANT will make a minimum of two visits per month to the Project Site at intervals appropriate to the Phases to (1) become generally familiar with and to keep CITY informed about the progress and quality of the portion of the Work completed, and (2) endeavor to guard CITY against defects in Work. However, CONSULTANT will not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. 2.8.3 CONSULTANT will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work since these are solely CONSTRUCTION CONTRACTOR'S rights and responsibilities under the Contract Documents. CONSULTANT'S efforts will be directed toward providing for CITY a greater degree of confidence that the completed Work will generally conform to the Contract Documents. 2.8.4 CONSULTANT will not be responsible for CONSTRUCTION CONTRACTOR'S failure to perform the Work in accordance with the requirements of the Contract Documents. CONSULTANT will not have control over or charge of and will not be responsible for acts or omissions of CONSTRUCTION CONTRACTOR, subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. _2014 Pickrell Park ADA WO Agreement Final .doc Page 5 Pickrell Park ADA Walkway 2.8.5 CONSULTANT and CITY have authority to reject Work that does not conform to the Contract Documents. Whenever CONSULTANT or CITY considers it necessary or advisable, either CITY or CONSULTANT may require inspection or testing of the Work whether or not such Work is fabricated, installed or completed. However, neither this authority of CONSULTANT or CITY, nor a decision made by either, in good faith, to require or not require an inspection shall give rise to a duty or responsibility of CONSULTANT or CITY to CONSTRUCTION CONTRACTOR, subcontractors, material and equipment suppliers, agents or employees, or other persons or entities performing portions of the Work. 2.8.6 CONSULTANT will review and approve or take other appropriate action upon CONSTRUCTION CONTRACTOR'S submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. CONSULTANT will respond to submittals such as Shop Drawings, Product Data, and Samples pursuant to the procedures set forth in the Project specifications. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of equipment or systems, all of which remain the responsibility of CONSTRUCTION CONTRACTOR as required by the Contract Documents. CONSULTANT'S review of CONSTRUCTION CONTRACTOR'S submittals shall not relieve CONSTRUCTION CONTRACTOR of its obligations. CONSULTANT'S review shall not constitute approval of safety precautions or any construction means, methods, techniques, sequences or procedures unless otherwise specifically stated by CONSULTANT. CONSULTANT'S approval of a specific item shall not indicate approval of an assembly of which the item is a component. 2.8.7 CONSULTANT will, within three work days after receipt of CONSTRUCTION CONTRACTOR'S Application for Payment review the Application for Payment and either issue to OWNER and /or the affected utility a Certificate for Payment for such amount as CONSULTANT determines is properly due, or notify OWNER, any affected utility, and CONSTRUCTION CONTRACTOR in writing of CONSULTANT'S reasons for withholding recommendation of approval in whole or in part. 2.8.8 CONSULTANT'S issuance of a Certificate for Payment will constitute a representation by CONSULTANT to OWNER, based on CONSULTANT'S evaluation of the Work and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of CONSULTANT'S knowledge, information and belief, the quality of the work is in accordance with the design agreement documents or Construction Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the design agreement documents, to results of subsequent tests and inspections, to correction of minor deviations fiom the design agreement documents prior to completion, and to any specific qualifications expressed by CONSULTANT. The issuance of a Certificate for Payment based on the CONSTRUCTION CONTRACTOR'S Application for 2014 Pickrell Park ADA WO Agreement Final .doc Page 6 Pickrell Park ADA Walkway Payment will further constitute a representation that CONSTRUCTION CONTRACTOR is entitled to payment in accordance with the Schedule of Values. The issuance of Certificate for Payment will not be a representation that CONSULTANT has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by OWNER to substantiate Construction Contractor's right to payment, or (4) made any examination to ascertain how or for what purpose CONSTRUCTION CONTRACTOR has used money previously paid on account of the Application for Payment sum. 2.8.9 CONSULTANT may recommend withholding an approval for Payment in whole or in part, to the extent reasonably necessary to protect OWNER if, in CONSULTANT'S opinion, the representations to OWNER required by Section 4.13 cannot be made. If CONSULTANT is unable to recommend approval of payment in the amount of the Application, CONSULTANT will notify OWNER and CONSTRUCTION CONTRACTOR as provided in Section 4.12. If OWNER and CONSULTANT cannot agree on a revised amount, CONSULTANT will promptly issue a Certificate for Payment for the amount for which CONSULTANT is able to make such representations to OWNER. CONSULTANT may also recommend withholding a Payment, because of subsequently discovered evidence, may modify the whole or a part of a Certificate for Payment to such extent as may be necessary, in CONSULTANT'S opinion, to protect OWNER and the affected utility from loss for which CONSTRUCTION CONTRACTOR is responsible, including loss resulting from acts and omissions described below: 2.8.9.1 defective Work not remedied; 2.8.9.2 third party claims filed or reasonable evidence indicating probable filing of such claims for which CONSTRUCTION CONTRACTOR is responsible hereunder unless security acceptable to OWNER and the affected utility is provided by CONSTRUCTION CONTRACTOR; 2.8.9.3 failure of CONSTRUCTION CONTRACTOR to make payments properly to the subcontractors and /or material providers; 2.8.9.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the agreement sum and CONSTRUCTION CONTRACTOR has failed to provide OWNER and the affected utility adequate assurance of its continued performance within a reasonable time after demand; 2.8.9.5 damage to OWNER or another contractor; _2014 Pickrell Park ADA WO Agreement Final .doc Page 7 Pickrell Park ADA Walkway 2.8.9.6 reasonable evidence that the Work will not be completed within the agreement time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or 2.8.9.7 persistent failure by CONSTRUCTION CONTRACTOR to carry out the Work in accordance with the Construction Contract Documents. 2.8.10 When the above reasons for withholding payment are removed, payment will be made for amounts previously withheld. OWNER shall not be deemed in default by CONSULTANT by reason of withholding payment as provided herein. 2.8.11 CONSULTANT will prepare Change Orders and Field Work Directives, and, with concurrence of OWNER, OWNER'S designated representative will have authority to order minor changes in the Work not involving an adjustment in the Total Compensation or an extension of the time for construction. Such changes shall be effected by written order, which CONSTRUCTION CONTRACTOR shall carry out promptly and record on the as -built plan. 2.8.12 Upon written request of CITY or CONSTRUCTION CONTRACTOR, CONSULTANT will issue its interpretation of the requirements of the Plans and Specifications. CONSULTANT'S response to such requests will be made in writing within any agreed time limits or otherwise with reasonable promptness. If no agreement is made concerning the time within which interpretations required by CONSULTANT shall be furnished in compliance with Article IV, then delay shall not be recognized on account of failure by CONSULTANT to furnish such interpretations until 15 days after written request is made for CONSULTANT'S interpretation. 2.8.13 Interpretations of CONSULTANT will be consistent with the intent of and reasonably inferable from the Construction Contract Documents and will be in writing or in the form of drawings. 2.8.14 CONSULTANT will advise and consult with CITY. CITY'S instructions to CONSTRUCTION CONTRACTOR may be issued through CONSULTANT, but CITY reserves the right to issue instructions directly to CONSTRUCTION CONTRACTOR through inspectors or other designated CITY representatives. 2.8.15 CONSULTANT and CITY will conduct observations to determine the date of substantial completion of the Work. CONSULTANT shall provide to CITY a written recommendation of consideration of substantial completion of the Project. 2.8.16 CONSULTANT and CITY will conduct observations to determine the date of final completion. CONSULTANT will receive and forward to CITY, for CITY'S review and records, written warranties and related documents required by the Construction Contract Documents and assembled by CONSTRUCTION CONTRACTOR, and will issue a final Approval for Payment upon compliance with the requirements of the Construction Contract Documents. Such final Approval will be accompanied by a signed and sealed statement from the 2014 Pickrell Park ADA WO Agreement Final .doc Page 8 Pickrell Park ADA Walkway CONSULTANT'S Engineer of Record that certifies to CITY that the project was constructed in accordance with the approved plans and specifications. 2.8.17 CONSULTANT shall prepare record drawings from information submitted by CONSTRUCTION CONTRACTOR and from CONSULTANT'S own observations in accordance with City standards. CONSULTANT shall provide record drawings in hard copy, .pdf, and Awg formats to CITY. ARTICLE 3: COMPENSATION FOR SERVICES 3.1 Basic Services 3.1.1 Compensation for all Services included in this Agreement will be on a time and expense not -to- exceed basis in accordance with the negotiated, approved schedule of billing rates as set forth in Attachment 3. Not -to- exceed compensation amounts, to the extent they have been negotiated shall be reflected in Attachment 3. A Proposal including a not -to- exceed cost will be provided by CONSULTANT along with a Scope of Services for each Project (Attachments I and 2). The amount to be paid to CONSULTANT, including authorized adjustments, is the total amount payable by OWNER to CONSULTANT for performance of the Services for the Project under this Agreement. It is agreed and understood that such amount will constitute full compensation to CONSULTANT for Services included in the Scope of Services and shall meet all requirements of CITY'S design guidelines applicable to the Project. Unless and until CITY makes further appropriations for any Services not included in the Scope of Services of this Agreement, the obligation of CITY to CONSULTANT for Compensation in connection with this Agreement cannot and will not exceed the sum described in this Section without further amendment to this Agreement. 3.1.2 No billing rate changes from those approved as Attachment 3 of this Agreement shall be made during the tern of this Agreement without the prior written approval of CITY. 3.1.3 CONSULTANT shall submit monthly invoices to CITY describing the Services performed the preceding month. CONSULTANT'S invoices shall include the name of the person who performed the Service, a brief description of the Service performed and the Phase of the Project to which the Service relates, the date(s) the Service was performed, the number of hours spent on all Services billed on an hourly basis, and a description of any subconsultant fees and /or reimbursable expenditures. 3.1.4 CITY shall reimburse CONSULTANT only for those costs or expenses specifically approved in this Agreement, or specifically approved in advance by CITY. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by CONSULTANT: 3.1.4.1 Approved reproduction charges, _2014 Pickrell Park ADA WO Agreement Final .doc Page 9 Pickrell Park ADA Walkway 3.1.4.2 Actual costs of subconsultant(s) for performance of any of the Services that CONSULTANT agrees to provide pursuant to this Agreement, which have been approved in advance by CITY and awarded in accordance with this Agreement. 3.1.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance by the CITY in writing and incurred by CONSULTANT in the performance of this Agreement. 3.1.5 CONSULTANT shall complete the Project in accordance with the following phases. For the purpose of establishing portions of compensation for separate phases, more particularly described in the Scope of Services, Attachment 2 shall apply. Preliminary Engineering Report 30% Design 60% Design 90% Design Bid Documents and Services Construction Phase Services Project Close Out and Final Payment 3.1.6 CONSULTANT shall, within 10 days following receipt of Compensation from OWNER, pay all bills for Services performed and furnished hereunder by subconsultant(s) of CONSULTANT in connection with the Project and the performance of services and shall, if requested, provide OWNER with evidence of such payment. CONSULTANT'S failure to make payments within such time shall constitute a material breach of this Agreement unless CONSULTANT is able to demonstrate to OWNER bona fide disputes associated with the Services of the unpaid subconsultant and its services. CONSULTANT shall include a provision in each of its sub agreements imposing the same payment obligations on its subconsultants as are applicable to CONSULTANT hereunder, and if OWNER so requests, shall provide evidence of such payments by CONSULTANT to OWNER. If CONSULTANT has failed to make payment promptly to the subconsultant for undisputed Services for which OWNER has made payment to CONSULTANT, OWNER shall be entitled to withhold future payment to CONSULTANT to the extent remaining unpaid by CONSULTANT necessary to protect OWNER. 3.1.7 CONSULTANT warrants that title to all deliverables produced in the performance of Services covered by an Application for Compensation will pass to OWNER no later than the time of payment. CONSULTANT further warrants that upon submittal of an Application for Compensation, all Services for which Applications for Compensation have been previously issued and payments received from OWNER shall, to the best of CONSULTANT'S knowledge, information and belief be free and clear of liens, claims, security interests or encumbrance in favor of CONSULTANT, or other persons or entities under contract with CONSULTANT making a claim by reason of having provided labor 2014 Pickrell Park ADA WO Agreement Final .doc Page 10 Pickrell Park ADA Walkway or services relating to CONSULTANT'S Services. CONSULTANT SHALL INDEMNIFY AND HOLD OWNER HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTEREST OR ENCUMBRANCES FILED BY ANYONE CLAIMING BY, THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY OWNER TO CONSULTANT. 3.2 Additional Services 3.2.1 CONSULTANT shall not receive any compensation for additional Services without prior written authorization of CITY. Compensation for duly authorized additional Services shall be paid in accordance with the approved schedule of billing rates as set forth in Attachment 3. 3.2.2 Examples of additional Services (not all inclusive) 3.2.2.1 Assistance to CITY as an expert witness in any litigation with third parties arising from the development of construction of a Project including the preparation of engineering data and reports. 3.2.2.2 Preparation of plats and field notes for acquisition of property. 3.2.2.3 Preparation of applications and supporting documents for governmental grants, loans, or advances in connection with a Project; preparation of review of environmental assessment and impact statements; review and evaluation of the effect on the design requirements of a Project of any such statements and documents prepared by others; and assistance in obtaining approval of authorities having jurisdiction over the anticipated environmental impact of a Project. 3.2.2.4 Making revisions in drawings, specifications, or other documents when such revisions are inconsistent with written approvals or instructions previously given, are required by the enactment or revision of codes, laws, or regulations subsequent to the preparation of such documents or are due to other causes not solely within the control of CONSULTANT. 3.2.2.5 Making revisions to drawings or specifications occasioned by acceptance of substitutions proposed by CONSTRUCTION CONTRACTOR; and Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of substitutions proposed by CONSTRUCTION CONTRACTOR. 3.2.2.6 Preparing drawings, specifications, and supporting data and providing other Services in connection with change order requests to the extent that the adjustment in the basic compensation resulting from the adjusted construction cost is not cormmensurate with the Services required of CONSULTANT, provided such change order requests are required by causes not solely within the control of CONSULTANT; or 2014 Pickrell Park ADA WO Agreement Final .doc Page 11 Pickrell Park ADA Walkway in connection with change orders requiring significant engineering effort to compute and document the Work effort reflected by the Change Order. 3.2.2.7 Investigations, surveys, valuations, inventories, or detailed appraisals of facilities, construction and/or services not required by Project scope. 3.2.2.8 Investigations, surveys, audit, or inventories required in connection with construction performed by CITY. 3.2.2.9 Additional Services during construction made necessary by: 3.2.2.9.1 Work damaged by fire or other cause during construction. 3.2.2.9.2 A significant amount of defective or neglected work of CONSTRUCTION CONTRACTOR. 3.2.2.9.3 Failure of performance of CONSTRUCTION CONTRACTOR. 3.2.2.9.4 Acceleration of the progress schedule required by CITY involving Services beyond normal working hours. 3.2.2.9.5 Default by CONSTRUCTION CONTRACTOR. 3.2.2.10 Providing extensive assistance in the use of any equipment or system such as initial start-up or testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 3.2.2.11 Providing Services relative to future facilities, systems, and equipment which are not intended to be constructed during the Construction Phase. 3.2.2.12 Services after completion of the Construction Phase, such as inspections during any guarantee period and reporting observed deficiencies under guarantee called for in any contract for a Project. 3.2.2.13 Providing Services of geotechnical engineering firm to perform test borings and other soil or foundation investigations and related analysis not included in original Scope of Services for a Project. 3.2.2.14 Additional copies of Construction Contract Documents, review documents, bidding documents, reports, and or drawings over the number specified in the original Scope of Services for a Project. 3.2.2.15 Preparation of all documents dealing with 404 permits and railroad agreements. 3.2.2.16 Providing photographs, renderings, or models for CITY use. _2014 Pickrell Park ADA WO Agreement Final .doc Page 12 Pickrell Park ADA Walkway 3.2.2.17 Providing aerial mapping Services. 3.2.2.18 Providing consulting engineering Services not related to a particular design or construction Project. 3.3 All Applications for Compensation shall be submitted through Engineer's office. ARTICLE 4: METHOD OF PAYMENT 4.1 Compensation may be made to CONSULTANT as appropriately indicated on monthly Applications for Compensation prepared based on hourly rates, not to exceed amounts estimated for each phase, as described in Article 2 and Attachments 1 and 2 hereof. 4.2 Project Close Out and Final Payment — 4.2.1 CONSULTANT shall not be entitled to final payment unless and until it submits to OWNER its affidavit that the invoices for services, and other liabilities connected with the services for which OWNER, or OWNER'S property, might be responsible have been fully paid or otherwise satisfied or will be paid from final payment; releases and waivers of liens from all CONSULTANT'S subconsultants and of any and all other parties required by OWNER that are either unconditional or conditional on receipt of final payment; certificates of insurance showing continuation of required insurance coverage; such other documents as OWNER may request; and consent of surety to final payment. 4.2.2 Final Compensation — The final compensation to be made by CITY to CONSULTANT will be payable upon submission of the "Record Drawings ". CONSULTANT agrees to submit "Record Drawings: in print media, electronic format (.pdf and .dwg forrnats) and final billing within 45 days of final acceptance of construction. Additionally, CONSULTANT agrees to submit a statement of release with the final billing notifying CITY that there is no further compensation owed to CONSULTANT by CITY beyond the final bill. Final billing shall indicate "Final Bill — no additional compensation is due to CONSULTANT ". 4.3 OWNER may withhold compensation to such extent as may be necessary, in OWNER'S opinion, to protect OWNER from damage or loss for which CONSULTANT is responsible, because of, 4.3.1 delays in the performance of CONSULTANT'S services; 4.3.2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to OWNER is provided by CONSULTANT; 4.3.3 failure of CONSULTANT to make payments properly to subconsultants or vendors for labor, materials or equipment; 4.3.4 reasonable evidence that CONSULTANT'S work cannot be completed for the amount unpaid under this Agreement; _2014 Pickrell Park ADA WO Agreement Final .doc Page 13 Pickrell Park ADA Walkway 4.3.5 damage to OWNER or CONSTRUCTION CONTRACTOR; or 4.3.6 persistent failure by CONSULTANT to carry out the performance of its Services in accordance with this Agreement. 4.4 When the above reasons for withholding are removed or remedied by CONSULTANT, compensation of the amount withheld will be made within a reasonable time. OWNER shall not be deemed in default by reason of withholding compensation as provided for in this Article. 4.5 In the event of any dispute(s) between the parties regarding the amount properly payable for any Phase or as final Compensation, or regarding any amount that may be withheld by OWNER, CONSULTANT shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event CONSULTANT does not initiate and follow the claims procedures provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 4.6 OWNER shall make final compensation for all sums due CONSULTANT not more than 30 days after CONSULTANT'S final Application for Compensation. 4.7 Acceptance of final compensation by CONSULTANT shall constitute a waiver of claims except those previously made in writing and identified by CONSULTANT as unsettled at the time of final Application for Compensation. 4.8 CONSULTANT agrees to maintain adequate books, payrolls and records satisfactory to OWNER and all applicable utility providers in connection with any and all Services performed hereunder. CONSULTANT agrees to retain all such books, payrolls and records (including data stored in computer) for a period of not less than four years after completion of Work. At all reasonable times, OWNER and all applicable utility providers and their duly authorized representatives shall have access to all personnel of CONSULTANT and all such books, payrolls and records, and shall have the right to audit same. ARTICLE 5: TIME, SCHEDULE, AND PERIOD OF SERVICE 5.1 Prior to commencement, CONSULTANT shall provide CITY with a schedule of Project Design Phases, Attachment 2. 5.2 Time is of the essence of this Agreement. CONSULTANT shall perform and complete its obligations for the various Phases of a Project under Section 4, Scope of Services, of this Agreement in a prompt and continuous manner so as to not delay the development of the design Services and so as to not delay the construction of the work for the Project in accordance with the schedules approved by CITY with CONSTRUCTION CONTRACTOR. Upon review of phase Services, if corrections, modifications, alterations, or additions are required of CONSULTANT, these items shall be completed by CONSULTANT before that Phase is approved. _2014 Pickrell Park ADA WO Agreement Final .doc Page 14 Pickrell Park ADA Walkway 5.3 CONSULTANT shall not proceed with the next appropriate Phase of Services without written authorization from the Engineer. CITY may elect to discontinue CONSULTANT'S Services at the end of any Phase for any reason. Notwithstanding any other provisions of this Agreement, if circumstance dictates, the Engineer may make adjustments to the scope of CONSULTANT'S obligations at any time to achieve the required design. 5.4 CONSULTANT shall not be liable or responsible for any delays due to strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations, or any other causes beyond CONSULTANT'S reasonable control. Within 21 days from the occurrence of any event for which time for performance by CONSULTANT will be significantly extended under this provision, CONSULTANT shall give written notice thereof to CITY stating the reason for such extension and the actual or estimated time thereof. If CITY determines that CONSULTANT is responsible for the need for extended time, CITY shall have the right to make a Claim as provided in this Agreement. 5.5 Term of Agreement shall be as follows: 5.5.1 This Agreement shall become effective upon �24 24nd shall remain in effect until satisfactory completion of the Project unless terminated as provided for in this Agreement. ARTICLE 6: COORDINATION WITH CITY 6.1 CONSULTANT shall hold periodic conferences with the Engineer or his or her representatives to the end that the Project as developed shall have the full benefit of CITY'S experience and knowledge of existing needs and facilities, and be consistent with its current policies and standards. To assist CONSULTANT in this coordination, CITY shall make available for CONSULTANT'S use in planning and designing the Project all existing plans, maps, statistics, computations and other data in its possession relative to existing facilities and to this particular Project, at no cost to CONSULTANT. However, any and all such information shall remain the property of CITY and shall be returned by CONSULTANT upon termination or completion of the Project or if instructed to do so by the Engineer. 6.2 The Engineer will act on behalf of CITY with respect to the Services to be performed under this Agreement. The Engineer shall have complete authority to transmit instructions, receive information, interpret and define CITY'S policies and decisions with respect to materials, equipment, elements and systems pertinent to CONSULTANT'S services. 6.3 CITY will give prompt written notice to CONSULTANT whenever CITY observes or otherwise become aware of any defect in CONSULTANT'S Services, in the work of CONSTRUCTION CONTRACTOR, or any development that affects the scope or timing of CONSULTANT'S Services. 2014 Pickrell Park ADA WO Agreement Final .doc Page 15 Pickrell Park ADA Walkway 6.4 All appraisals, notices, and permits shall be furnished by CONSULTANT under the Scope of Services unless otherwise assigned to CITY in the Scope of Services, Approvals and permits assigned to CITY shall be obtained from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for the completion of the Project. CONSULTANT will provide CITY reasonable assistance in connection with such approvals and permits such as the furnishing of data compiled by CONSULTANT pursuant to other provisions of this Agreement, but CONSULTANT shall not be obligated to develop additional data, prepare extensive reports or appear at hearings or the like unless compensated therefore under other provisions of this Agreement. ARTICLE 7: REVISIONS TO DRAWINGS AND SPECIFICATIONS 7.1 CONSULTANT shall make without expense to CITY such revisions to the drawings, reports or other documents as may be required to meet the needs of CITY which are within the Scope of Services, but after the approval of drawings, reports or other documents and specifications by CITY, any revisions, additions, or other modifications made at CITY'S request which involve extra services and expenses to CONSULTANT shall be at additional compensation to CONSULTANT for such additional Services and expenses in accordance with Article 3 herein. ARTICLE 8: OWNERSHIP OF DOCUMENTS 8.1 All previously owned documents, including the original drawings, estimates, specifications, and all other documents and data by CONSULTANT, will remain the property of CONSULTANT as instruments of service. However, CONSULTANT understands and agrees that CITY shall have free access to all such information with the right to make and retain copies of previously owned drawings, estimates, specifications and all other documents and data. Any reuse without specific written verification or adaptation by CONSULTANT will be at CITY'S sole risk and without liability or legal exposure to CONSULTANT. 8.2 All completed documents submitted by CONSULTANT for final approval or issuance of a permit shall bear the seal with signature and date adjacent thereto of a registered professional engineer licensed to practice in the State of Texas. 8.3 CONSULTANT acknowledges and agrees that upon payment, CITY shall own exclusively any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to, or as a result of this Agreement and shall be used as CITY desires and documents, including the original drawings, estimates, specifications and all other documents and data shall be delivered to CITY at no additional cost to CITY upon request or termination or completion of this Agreement without restriction on future use. However, any reuse without specific written verification or adaptation by CONSULTANT will be at CITY'S sole risk and without liability to CONSULTANT. 8.4 CONSULTANT agrees and covenants to protect any and all proprietary rights of CITY in any materials provided to CONSULTANT. Such protection of proprietary rights by _2014 Pickrell Park ADA WO Agreement Final .doc Page 16 Pickrell Park ADA Walkway CONSULTANT shall include, but not be limited to, the inclusion in any copy intended for publication of copyright mark reserving all rights to CITY. Additionally, any materials provided to CONSULTANT by CITY shall not be released to any third party without the written consent of CITY and shall be returned intact to CITY upon termination or completion of this Agreement or if instructed to do so by the Engineer. 8.5 CONSULTANT HEREBY ASSIGNS ALL STATUTORY AND COMMON LAW COPYRIGHTS TO ANY COPYRIGHTABLE WORK THAT IN PART OR IN WHOLE WAS PRODUCED FROM THIS AGREEMENT TO CITY, INCLUDING ALL EQUITABLE RIGHTS. NO REPORTS, MAPS, DOCUMENTS OR OTHER COPYRIGHTABLE WORKS PRODUCED IN WHOLE OR IN PART BY THIS AGREEMENT SHALL BE SUBJECT OF AN APPLICATION FOR COPYRIGHT BY CONSULTANT. ALL REPORTS, MAPS, PROJECT LOGOS, DRAWINGS OR OTHER COPYRIGHTABLE WORK PRODUCED UNDER THIS AGREEMENT SHALL BECOME THE PROPERTY OF CITY (EXCLUDING ANY PRIOR OWNED INSTRUMENT OF SERVICES, UNLESS OTHERWISE SPECIFIED HEREIN). CONSULTANT SHALL, AT ITS EXPENSE, INDEMNIFY CITY AND DEFEND ALL SUITS OR PROCEEDINGS INSTITUTED AGAINST CITY AND PAY ANY AWARD OF DAMAGES OR LOSS RESULTING FROM AN INJUNCTION, AGAINST CITY, INSOFAR AS THE SAME ARE BASED ON ANY CLAIM THAT MATERIALS OR WORK PROVIDED UNDER THIS AGREEMENT CONSTITUTE AN INFRINGEMENT OF ANY PATENT, TRADE SECRET, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS. 8.6 CONSULTANT may make copies of any and all documents and items for its files. CONSULTANT shall have no liability for changes made to or use of the drawings, specifications and other documents by other engineers, or other persons, subsequent to the completion of the Project. CONSULTANT shall appropriately mark all changes or modifications on all drawings, specifications and other documents by other engineers or other persons, including electronic copies, subsequent to the completion of the Project. 8.7 Copies of documents that may be relied upon by CITY are limited to the printed copies (also known as hard copies) and .pdf- format electronic versions that are sealed and signed by CONSULTANT. Files in editable electronic media format of text, data, graphics, or other types (such as Awg) that are furnished by CONSULTANT to CITY are only for convenience of CITY or any utility. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. Any reuse without specific written verification or adaptation by CONSULTANT will be at CITY'S sole risk and without liability to CONSULTANT. 8.8 Notwithstanding anything to the contrary contained herein, all previously owned intellectual property of CONSULTANT, unless expressly purchased by CITY, including but not limited to any computer software (object code and source code), tools, systems, equipment or other information used by CONSULTANT or its suppliers in the course of delivering the Services hereunder, and any know -how, methodologies, or processes used by CONSULTANT to provide the services or protect deliverables to CITY, including without limitation, all copyrights, trademarks, patents, trade secrets, and any other _2014 Pickrell Park ADA WO Agreement Final .doc Page 17 Pickrell Park ADA Walkway proprietary rights inherent therein and appurtenant thereto shall remain the sole and exclusive property of CONSULTANT or its suppliers. ARTICLE 9: TERMINATION AND /OR SUSPENSION OF WORK 9.1 Right of Either Party to Terminate for Default 9.1.1 This Agreement may be terminated by either party for substantial failure by the other party to perform (through no fault of the terminating party) in accordance with the terms of this Agreement and a failure to cure as provided in this Article 9. 9.1.2 The party not in default must issue a signed, written notice of termination (citing this paragraph) to the other party declaring the other party to be in default and stating the reason(s) why they are in default. Upon receipt of such written notice of default, the party in receipt shall have a period of ten days to cure any failure to perform under this Agreement. Upon the completion of such 10 -day period commencing upon receipt of notice of termination, if such party has not cured any failure to perform, such termination shall become effective without further written notice. 9.2 Right of CITY to Terminate 9.2.1 CITY reserves the right to terminate this Agreement for reasons other than substantial failure by CONSULTANT to perform by issuing a signed, written notice of termination (citing this paragraph) which shall take effect on the twentieth day following receipt of said notice or upon the scheduled completion date of the performance Phase in which CONSULTANT is then currently working, whichever effective termination date occurs first. 9.3 Right of CITY to Suspend Giving Rise to Right of CONSULTANT to Terminate 9.3.1 CITY reserves the right to suspend this Agreement at the end of any Phase for the convenience of CITY by issuing a signed, written notice of suspension (citing this paragraph) which shall outline the reasons for the suspension and the expected duration of the suspension, but such expected duration shall in no way guarantee what the total number of days of suspension will occur. Such suspension shall take effect immediately upon receipt of said notice of suspension by CONSULTANT. 9.3.1.1 CONSULTANT is hereby given the right to terminate this Agreement in the event such suspension extends for a period in excess of 120 days. CONSULTANT may exercise this right to terminate by issuing a signed, written notice of termination (citing this paragraph) to CITY after the expiration of 120 days from the effective date of the suspension. Termination (under this paragraph) shall become effective immediately upon receipt of said written notice by CITY. 9.4 Procedures CONSULTANT Shall Follow upon Receipt of Notice of Termination _2014 Pickrell Park ADA WO Agreement Final .doc Page 18 Pickrell Park ADA Walkway 9.4.1 Upon receipt of a notice of termination and prior to the effective date of termination, unless the notice otherwise directs or CONSULTANT immediately takes action to cure a failure to perform under the cure period set out in this Article. CONSULTANT shall immediately begin the phase -out and the discontinuance of all services in connection with the performance of this Agreement and shall proceed to promptly cancel all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Within 30 days after receipt of such notice of tenmination (unless CONSULTANT has successfully cured a failure to perform) CONSULTANT shall submit a statement showing in detail the Services performed under this Agreement prior to the effective date of termination. CITY shall have the option to grant an extension to the time period for submittal of such statement. 9.4.2 Copies of all completed or partially completed specifications and all reproductions of all completed or partially completed designs, plans and attachments prepared under this Agreement prior to the effective date of termination shall be delivered to CITY, in the form requested by CITY as a precondition to final payment. These documents shall be subject to the restrictions and conditions set forth in Article IX above. 9.4.3 Upon the above conditions being met, CITY shall promptly pay CONSULTANT that proportion of the prescribed Compensation which the Services actually performed under this Agreement bear to the total Services called for under this Agreement, less previous payments of the Compensation. 9.4.4 CITY, as a public entity, has a duty to document the expenditure of public funds. CONSULTANT acknowledges this duty on the part of CITY. To this end, CONSULTANT understands that failure of CONSULTANT to comply with the submittal of the statement and documents as required above shall constitute a waiver by CONSULTANT of any and all rights or claims for compensation for services performed under this Agreement by CONSULTANT. 9.4.5 Failure of CONSULTANT to comply with the submittal of the statement and documents as required above shall constitute a waiver by CONSULTANT of any and all rights or claims to collect monies that CONSULTANT may otherwise be entitled to for services performed under this Agreement. 9.5 Procedures CONSULTANT Shall Follow upon Receipt of Notice of Suspension 9.5.1 Upon receipt of written notice of suspension, which date shall also be the effective date of the suspension, CONSULTANT shall, unless the notice otherwise directs, immediately begin to phase -out and discontinue all services in connection with the performance of this Agreement and shall proceed to promptly suspend all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. 9.5.2 CONSULTANT shall prepare a statement showing in detail the Services performed under this Agreement prior to the effective date of suspension. _2014 Pickrell Park ADA WO Agreement Final .doc Page 19 Pickrell Park ADA Walkway 9.5.3 Copies of all completed or partially completed designs, plans, and specifications prepared under this Agreement prior to the effective date of suspension shall be prepared for possible delivery to CITY but shall be retained by CONSULTANT until such time as CONSULTANT may exercise the right to terminate. 9.5.4 In the event that CONSULTANT exercises the right to terminate 120 days after the effective suspension date, within 30 days after receipt by CITY of CONSULTANT'S notice of termination, CONSULTANT shall promptly cancel all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement and shall submit the above referenced statement showing in detail the services performed under this Agreement prior to the effective date of suspension. 9.5.5 Any documents prepared in association with this Agreement shall be delivered to CITY as a precondition to final payment. 9.5.6 Upon the above conditions being met, CITY shall pay CONSULTANT that proportion of the prescribed Compensation which the Services actually performed under this Agreement bear to the total Services called for under this Agreement, less previous payments of Compensation. 9.5.7 CITY, as a public entity, has a duty to document the expenditure of public funds. CONSULTANT acknowledges this duty on the part of CITY. To this end, CONSULTANT understands that failure of Consultant to substantially comply with the submittal of the statements and documents as required herein shall constitute a waiver by CONSULTANT of any portion of the Compensation for which CONSULTANT did not supply such necessary statements and/or documents. ARTICLE 10: CONSULTANT'S WARRANTY 10.1 CONSULTANT warrants that it has not employed or retained any company or person other than a bona fide employee working solely for CONSULTANT to solicit or secure this Agreement, and that it has not, for the purpose of soliciting or securing this Agreement, paid or agreed to pay any company or person, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach of this warranty, CITY shall have the right to terminate this Agreement under the provisions of Article 9 above. ARTICLE 11: ASSSIGNMENT OR TRANSFER OF INTEREST 11.1 CONSULTANT shall not assignor transfer its interest in this Agreement without the prior written consent of CITY. ARTICLE 12: INSURANCE REQUIREMENTS 12.1 Prior to the commencement of any Services under this Agreement, CONSULTANT shall furnish copies of all required endorsements and an original completed Certificate(s) of Insurance to CITY'S Engineering Department, which shall be clearly identified with the _2014 Pickrell Park ADA WO Agreement Final .doc Page 20 Pickrell Park ADA Walkway name of the Project in the Description of Operations block of the Certificate. The original Certificate(s) shall be completed by an agent and signed by a person authorized by that insurer to bind coverage on its behalf. CITY will not accept Memorandum of Insurance or Binders as proof of insurance. The original certificate(s) or form must have the agent's original signature, including the signer's company affiliation, title and phone number, and be mailed, with copies of all applicable endorsements, directly from the insurer's authorized representative to CITY. CITY shall have no duty to pay or perform under this Agreement until such certificate and endorsements have been received and approved by CITY'S Engineering Department. No officer or employee other than CITY'S Risk Manager shall have authority to waive this requirement. 12.2 CITY reserves the right to review the insurance requirements of this Article during the effective period of this contract and any extension or renewal hereof and to request modification of insurance coverage's and their limits when deemed necessary and prudent by CITY'S Risk Manager based upon changes in statutory law, court decisions, or circumstances surrounding this contract. In no instance will CITY allow modification whereupon CITY may incur increased risk. 12.3 CONSULTANT'S financial integrity is of interest to CITY. Therefore, subject to CONSULTANT'S right to maintain reasonable deductibles in such amounts as are approved by CITY, CONSULTANT shall obtain and maintain in full force and effect for the duration of this Agreement, and any extension hereof, at CONSULTANT'S sole expense, insurance coverage written on an occurrence or claims made basis, as appropriate, by companies authorized and approved to do business in the State of Texas and with an A.M. Best's rating of no less than A- (VII), in the following types and for an amount not less than the amount listed: 2014 Pickrell Park ADA WO Agreement Final .doc Page 21 Pickrell Park ADA Walkway INSURANCE REQUIREMENTS Worker's Compensation* Employer's Liability Commercial General (Public) Liability insurance to include coverage for the following: a. Premises Operations b. Independent Contractors ** c. Products /Completed Operations d. Personal Injury e. Contractual Liability Business Automobile Liability a. Owned/Leased Vehicles b. Non -owned Vehicles c. Hired Vehicles Professional Liability (Claims Made Form) Statutory $1, 000, 000, 000 /$1,000,000,000 /$1,000,000,000 For Bodily Injury and Property Damage of $1,000,000 per occurrence. $2,000,000 General Aggregate, or its equivalent in Umbrella or Excess Liability Coverage Combined Single Limit for Bodily Injury and property Damage of $1,000,000 per occurrence $1,000,000 per claim to pay on behalf of the insured all sums, which the insured shall become legally obligated to pay as damages to the extent caused by any negligent act, error, or omission in the performance of professional services. *Alternate Plans must be approved by CITY'S Risk Manager * *If applicable 12.4 CITY may request and without expense to CITY, to inspect copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by CITY, and may request the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). CONSULTANT shall attempt to comply with any such requests, subject to the policy terms and conditions, and shall submit a copy of the replacement certificate of insurance to CITY at the address provided below within 10 days of the requested change, in the event the respective insurance companies approve the requested change(s). CONSULTANT shall pay any costs incurred resulting from said changes. City of Schertz Attn: City Engineer 10 Commercial Place Schertz, TX 78154 12.5 CONSULTANT agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: _2014 Pickrell Park ADA WO Agreement Final .doc Page 22 Pickrell Park ADA Walkway 12.5.1 Name CITY and its officers, officials, employees, and elected representatives as additional insured's by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with CITY, with the exception of the workers' compensation and professional liability policies; 12.5.2 Provide for an endorsement that the `other insurance" clause shall not apply to the CITY where CITY is an additional insured shown on the policy if such endorsement is permitted by law and regulations; 12.5.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of CITY; and 12.5.4 Provide 30 calendar days advance written notice directly to CITY of any suspension, cancellation or non - renewal or material change in coverage, and not less than 10 calendar days advance written notice for nonpayment of premium. 12.6 Within five calendar days after a suspension, cancellation or non - renewal of coverage, CONSULTANT shall provide a replacement Certificate of Insurance and applicable endorsements to CITY. CITY shall have the option to suspend CONSULTANT'S performance should there be a lapse in coverage at any time during this Agreement. Failure to provide and to maintain the required insurance shall constitute a material breach of this Agreement. 12.7 If CONSULTANT fails to maintain the aforementioned insurance, or fails to secure and maintain the aforementioned endorsements, CITY may obtain such insurance, and deduct and retain the amount of the premiums for such insurance from any sums due under the agreement; however, procuring of said insurance by CITY is an alternative to other remedies CITY may have and is not the exclusive remedy for failure of CONSULTANT to maintain said insurance or secure such endorsement. In addition to any other remedies CITY may have upon CONSULTANT'S failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, CITY shall have the right to order CONSULTANT to stop performing services hereunder and /or withhold any payment(s) which become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof. 12.8 Nothing herein contained shall be construed as limiting in any way the extent to which CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT'S or its subconsultant's performance of the Services covered under this Agreement. 12.9 It is agreed that CONSULTANT'S insurance shall be deemed primary with respect to any insurance or self insurance carried by CITY for liability arising out of operations under this Agreement. 12.10 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this Agreement as respects additional insured's. ARTICLE 13: INDEMNIFICATION _2014 Pickrell Park ADA WO Agreement Final .doc Page 23 Pickrell Park ADA Walkway 13.1 CONSULTANT, WHOSE WORK PRODUCT AND SERVICES ARE THE SUBJECT OF THIS AGREEMENT FOR PROFESSIONAL SERVICES, AGREES TO INDEMNIFY AND HOLD CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS BY THIRD PARTIES, LAWSUITS, JUDGMENTS, COST, LIENS, LOSSES, EXPENSES, FEES (INCLUDING REASONABLE ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND SUITS OF ANY KIND AND NATURE, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT THAT MAY ARISE OUT OF OR BE OCCASIONED OR CAUSED BY A NEGLIGENT ACT, ERROR, OR OMISSION OF CONSULTANT, ANY AGENT, OFFICER, ENGINEER, REPRESENTATIVE, EMPLOYEE, CONSULTANT OR SUBCONSULTANT OF CONSULTANT, AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, ENGINEERS AND REPRESENTATIVES WHILE IN THE EXERCISE OF PERFORMANCE OF THE SERVICES, RIGHTS OR DUTIES UNDER THIS AGREEMENT. THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE NEGLIGENCE OF CITY, ITS OFFICERS OR EMPLOYEES, IN INSTANCES WHERE SUCH NEGLIGENCE CAUSES PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE. IN THE EVENT CONSULTANT AND CITY ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 13.2 CONSULTANT shall advise CITY in writing within 24 hours of any claim or demand against CITY or CONSULTANT, known to CONSULTANT, related to or arising out of CONSULTANT'S activities under this Agreement. 13.3 The provisions of Article 13 are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 13.4 Acceptance of the final plans by CITY shall not constitute nor be deemed a release of the responsibility and liability of CONSULTANT, its employees, associates, agents or subcontractors for the accuracy and competency of their designs, work drawings, Plans and Specifications or other documents and Work; nor shall such acceptance be deemed an assumption of responsibility or liability by CITY for any defect in the designs, work drawings, Plans and Specifications or other documents and Work prepared by CONSULTANT, its employees, subconsultants, and agents. ARTICLE 14: CLAIMS AND DISPUTES _2014 Pickrell Park ADA WO Agreement Final .doc Page 24 Pickrell Park ADA Walkway 14.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of this Agreement's terns, payment of money, and extension of time or other relief with respect to the terns of this Agreement. The term "Claim" also includes other disputes and matters in question between OWNER and CONSULTANT arising out of or relating to this Agreement. Claims must be initiated by written notice. Every Claim of CONSULTANT, whether for additional Compensation, additional time, or other relief, shall be signed and swom to by an authorized corporate officer (if not a corporation, then an official of the company authorized to bind CONSULTANT by signature) of CONSULTANT, verifying the truth and accuracy of the Claim. The responsibility to substantiate Claims shall rest with the party making the Claim. 14.2 Time Limit on Claims. Claims by CONSULTANT or by OWNER must be initiated within 30 calendar days after occurrence of the event giving rise to such Claim. Claims by CONSULTANT must be initiated by written notice to OWNER. Claims by the OWNER must be initiated by written notice to CONSULTANT. 14.3 Continuing Contract Performance. Pending final resolution of a Claim except as otherwise agreed in writing, CONSULTANT shall proceed diligently with performance of this Agreement and OWNER shall continue to make payments in accordance with this Agreement. 14.4 Claims for Additional Time. If CONSULTANT wishes to make Claim for an increase in the time for performance, written notice as provided in this Article 14 shall be given. CONSULTANT'S Claim shall inchrde an estimate of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. 14.5 Claims for Consequential Damages. Except as otherwise provided in this Agreement, in calculating the amount of any Claim or any measure of damages for breach of contract (such provision to survive any termination following such breach), the following standards will apply both to claims by CONSULTANT and to claims by OWNER: 14.5.1 No consequential damages will be allowed. 14.5.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other party is claimed to be responsible. 14.5.3 No profit will be allowed on any damage claim. 14.6 No Waiver of Governmental Immunity. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO WAIVE OWNER'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE 15: SEVERABILITY 15.1 If for any reason, any one or more paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the 2014 Pickrell Park ADA WO Agreement Final .doc Page 25 Pickrell Park ADA Walkway remaining paragraphs of this Agreement but shall be confined in its effect to the specific section, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any section, sentence, clause or parts of this Agreement in any one or more instance shall not affect or prejudice in any way the validity of this Agreement in any other instance. ARTICLE 16: ESTIMATES OF COST 16.1 Since CONSULTANT has no control over the cost of labor, materials, or equipment or over CONSTRUCTION CONTRACTOR'S methods of determining prices, or over competitive bidding or market conditions, CONSULTANT'S opinions of probable Project Cost or Construction Cost provided for herein are to be made on the basis of CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgment as a design professional familiar with the construction industry but CONSULTANT cannot and does not guarantee that bids or the construction cost will not vary from opinions of probable Cost prepared by CONSULTANT. ARTICLE 17: INTEREST IN CITY CONTRACTS PROHIBITED 17.1 No officer or employee of CITY shall have a financial interest, directly or indirectly, in any contract with CITY, or shall be financially interested, directly or indirectly, in the sale to CITY of any land, materials, supplies or service, except on behalf of CITY as an officer or employee. This prohibition extends to other CITY boards and commissions, which are more than purely advisory. The prohibition also applies to subcontracts on CITY projects. 17.2 CONSULTANT acknowledges that it is informed that the Charter of CITY prohibits a CITY officer or employee, as those terms are defined in the Ethics Code, from having a financial interest in any contract with CITY or any CITY agency. 17.3 CONSULTANT warrants and certifies, and this Agreement is made in reliance thereon, that it, its officers, employees and agents are neither officers nor employees of CITY. CONSULTANT further warrants and certifies that it has tendered to CITY a Discretionary Contracts Disclosure Statement. ARTICLE 18: CONFLICTS OF INTEREST DISCLOSURE 18.1 All consultants must disclose if it is associated in any manner with a CITY official or employee in a business venture or business dealings. To be "associated" in a business venture or business dealings includes being in a partnership or joint venture with the officer or employee, having a contract with the officer or employee, being joint owners of a business, owning at least 10% of the stock in a corporation in which a CITY officer or employee also owns at least 10 %, or having an established business relationship as client or customer. ARTICLE 19: STANDARD OF CARE 19.1 Services provided by CONSULTANT under this Agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. _2014 Pickrell Park ADA WO Agreement Final .doc Page 26 Pickrell Park ADA Walkway 19.2 CONSULTANT shall be represented by a registered professional engineer licensed to practice in the State of Texas at meetings of any official nature concerning the Project, including but not limited to scope meetings, review meetings, pre -bid meetings, and preconst uction meetings. 19.3 The Texas Board of Professional Engineers, 1917 IH -35 South, Austin, Texas 78741, (512) 440 -7723 has jurisdiction over individuals licensed under Title 22 of the Texas Administrative Code. 19.4 Acceptance of the final plans by CITY shall not constitute nor be deemed a release of the responsibility and liability of CONSULTANT, its employees, associates, agents, or subcontractors for the accuracy and competency of their designs, work drawings, Plans and Specifications or other documents and Work; nor shall such acceptance be deemed an assumption of responsibility or liability by CITY for any defect in the designs, work drawings, Plans and Specifications or other documents and Work prepared by CONSULTANT, its employees, subconsultants, and agents. ARTICLE 20: RIGHT OF REVIEW AND AUDIT 20.1 CONSULTANT agrees that CITY may review any and all of the work performed by CONSULTANT UNDER THIS Agreement. CITY is granted the right to audit, at CITY'S election, all of CONSULTANT'S records and billings related to performance of this Agreement. CONSULTANT agrees to retain such records for a minimum of four years following completion of this Agreement. Any payment, settlement, satisfaction, or release provided under this Agreement shall be subject to CITY'S rights as may be disclosed by such audit. ARTICLE 21: ENTIRE AGREEMENT 21.1 This Agreement, together with Attachments 1, 2, 3, and 4, represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations, or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both CITY and CONSULTANT. ARTICLE 22: VENUE 22.1 The obligations of the parties to this Agreement shall be performable in the City of Schertz or its Extra Territorial Jurisdiction, located in Bexar, Comal, and Guadalupe Counties, Texas, and if legal action, such as civil litigation, is necessary in connection therewith, exclusive venue shall lie in Guadalupe County, Texas. ARTICLE 23: NOTICES 23.1 Except as may be provided elsewhere herein, all notices, communications, and reports required or permitted under this Contract shall be personally delivered or mailed to the respective party by depositing the same in the United States Postal Service addressed to the applicable address shown below, unless and until either party is otherwise notified in writing by the other party of a change of such address. Mailed notices shall be deemed 2014 Pickrell Park ADA WO Agreement Final .doc Page 27 Pickrell Park ADA Walkway communicated as of five calendar days of mailing. Notices provided via email shall be deemed communicated as of the next business day after the notice is sent. If intended for CITY, to: If intended for CONSULTANT, to: City of Schertz Engineering Department 10 Commercial Place Schertz,Texas 78154 The address listed on the first page of this Agreement. ARTICLE 24: INDEPENDENT CONTRACTOR 24.1 In performing services under this Agreement, the relationship between CITY and CONSULTANT is that of independent contractor. By the execution of this Agreement, CONSULTANT and CITY do not change the independent contractor status of CONSULTANT. CONSULTANT shall exercise independent judgment in performing its duties and obligations under this Agreement and is solely responsible for setting working hours, scheduling or prioritizing the work flow and determining how the Services are to be performed. No term or provision of this Agreement or act of CONSULTANT in the performance of this Agreement shall be construed as making CONSULTANT the agent, servant or employee of CITY, or as making CONSULTANT or any of its agents or employees eligible for any fringe benefits, such as retirement, insurance and worker's compensation, which CITY provides to or for its employees. ARTICLE 25: CAPTIONS 25.1 The captions for the individual provisions of this Agreement are for informational purposes only and shall not be construed to effect or modify the substance of the terms and conditions of this Agreement to which any caption relates. IN WITNESS WHEREOF, the parties to this Agreement hereby execute this Agreement effective as of ML6, 2-4 20�(the "Effective Date "). CITY OF SCHERTZ CITY MANAGER CONSULTANT Mark B. Hill, P.E. — Ford Engineering, Inc. Principal TITLE _2014 Pickrell Park ADA WO Agreement Final .doc Page 28 Pickrell Park ADA Walkway ATTACHMENT 1 PROJECT SCOPE OF SERVICES DESIGN SERVICES FOR PICKRELL PARK ADA WALKWAY Our understanding of the scope of work is generally as follows: The City of Schertz desires to construct approximately 1,740 linear feet of sidewalk within Pickrell Park, with an emergency vehicle access and a passenger loading, 80 feet long, off of Aero Avenue, and an emergency vehicle access point at the existing parking at Poplar St. ADA sidewalk will connect the Aero St. pavilion, the restrooms, and the Poplar St. pavilion. An exhibit of the improvements was provided by the City and included. The sidewalk will be 10 feet wide, reinforced concrete, and is will be considered a multi -use path with pedestrian and bicycle general use, and occasional use by emergency vehicles. Project Scope Ford Engineering, Inc. will survey the existing conditions of Pickrell Park limited to areas within 50 feet of the route shown in the City's exhibit and at the location of the passenger loading area. The survey will include locating existing significant trees, fences, structures, playground equipment, and visible utilities within 50 feet proximity to the route and access points. The survey will establish the existing ground elevations and topography. The City will provide to FEI all available information on existing utilities within the project area, including as- builts and plans of record. A basemap CAD file of the existing conditions will be prepared based on the on- the - ground survey. Ford Engineering, hie. will design the proposed walkway to meet current ADA standards and have no impact on the existing drainage patterns. The improvements will be to City of Schertz current standards of constructions as required in the Public Works Specifications. Construction plans will generally include cover, general notes, site plans, grading plan, and associated details sufficient to construct the project as described above. It is anticipated that the areas disturbed for construction will be under 1 acre, and the storm water pollution prevention plan will be limited to a the requirements for a "small construction site ". The site is located within the FEMA designated floodway and will require a City Floodplain Development Permit, as wells a Certificate of No Rise. Ford Engineering, Inc. will provide the necessary standard details to comply with the storm water pollution prevention plan requirements of the City. Ford Engineering, Inc. will prepare the flood plain permit submittals, and will provide a letter based on standard engineering practice regarding the potential adverse impact of the sidewalk. A hydraulic model will not be prepared. Due to the nature of the project, Ford Engineering Inc. will accelerate the design schedule to a final design only. FEI will prepare three 3 sets of Final construction plans, and quantity and cost estimate, for review, approval by the City. Plans will be in conformance with City of Schertz standards of construction and materials. It is anticipated that it will take 30 calendar days for the Final Design Phase. After the City has reviewed the Final plans and specifications, Ford Engineering, hie. will address any continents and provide 3 hard copies and one PDF copy of the construction plans, quantity and cost estimate, and bid documents to the City of Schertz for bidding of the project. It is anticipated that it will take 5 calendar days to respond to comments. All hard copies will be 22" 04 ". PDF copy will be provided on a compact disk. No easements are anticipated to be required. A representative of Ford Engineering, Inc. will attend a preeonstruction meeting. FEI will not be required to attend review meetings, public meetings, pre -bid meetings, pre -bid or bid openings. Should the need _2014 Pickrell Park ADA WO Agreement Final .doc Page 29 Pickrell Park ADA Walkway arise for a representative of Ford Engineering, Inc. to attend a one of these meetings; the time required of FEI will be compensated at an hourly rate determined in the general contract. Ford Engineering will provide a construction staking to consist of two benchmarks to establish horizontal and vertical control; we anticipate the contractor will perform all additional construction staking. Ford Engineering, Inc. will not be required to make site visits during construction. Ford Engineering, Inc. will review four (4) monthly payment applications by the contractor, and provide recommendations to the City for payment. If the project lasts longer than 4 months, or requires additional monthly payment application review, the time required of FEI will be compensated at an hourly rate determined in the general contract. A representative of Ford Engineering, Inc. will accompany the City in the final project inspection. The City will provide FEI with the contractor redlines and FEI will prepare one hard copy and one PDF copy of the plan of record, and will provide a CAD file in AutoCAD format to the City. Engineering Fee Compensation for these services will be in the amount of $10,475.00 which will cover all costs associated with the scope described above. _2014 Pickrell Park ADA WO Agreement Final .doc Page 30 Pickrell Park ADA Walkway ATTACHMENT 2 PROJECT DESIGN PHASES COST AND TIMELINE _2014 Pickrell Park ADA WO Agreement Final .doc Page 31 Pickrell Park ADA Walkway TIME IN CALENDAR PROJECT PHASE ESTIMATED COST DAYS Preliminary Engineering Report 30% Design $3,440.00 21 60% Design $2,220.50 10 90% Design $2,220.50 10 Bid Phase $ 955.00 Construction Phase including $1,650.00 - -- Closeout TOTAL ESTIMATED COST $10,475.00 (NOT -TO- EXCEED AMOUNT) _2014 Pickrell Park ADA WO Agreement Final .doc Page 31 Pickrell Park ADA Walkway ATTACHMENT BILLING RATE SCHEDULE Hourly Billing Rate Table as per Exhibit B — "On Call Engineering Services Master Agreement" DISCIPLINE HOURLY RATE Principals $200.00 Sr. Civil Engineers (PE) (Sr. Project Managers) $165.00 Civil Engineers (PE) (Project Managers) $150.00 Project Coordinators (EIT) $ 95.00 Design Techs $ 90.00 CADD Technicians $ 85.00 Clerical Staff $ 65.00 Licensed State Land Surveyor (LSLS) $165.00 Registered Professional Land Surveyors (RPLS) $150.00 Survey Technicians /CADD $ 85.00 One - Person Survey Crew $125.00 Two- Person Survey Crew $145.00 Three- Person Survey Crew $165.00 Four - Person Survey Crew $185.00 PROPERTY RESEARCH & DOC. SVC. Property Research (Copies additional cost) $ 75.00 _2014 Pickrell Park ADA WO Agreement Final .doc Page 32 Pickrell Park ADA Walkway ATTACHMENT 4 ADDITIONAL SERVICES AND /OR EXPANDED SCOPE OF SERVICES This page left intentionally blank. CITY OF SCHERTZ CITY MANAGER _2014 Pickrell Park ADA WO Agreement Final .doc Pickrell Park ADA Walkway CONSULTANT Consultant Name TITLE Page 33 CERTIFICATE OF LIABILITY INSURANCE DATE /10 /2014 YI THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Wortham Insurance & Risk Management P.O. Box 795008 San Antonio, TX 78279 CONTACT NAME PHONE FAX .Ext): —. A/C N °' E-MAIL ADDRESS: INSUBEfttS) AFFORDING COVERAGE NAICN 65SBAR04020 www.WOrtham$a.Com INSURERA: Sentinel, Insurance Company Ltd. _ 11000 INSURED Ford Engineering Inc 10927 Wye Dr #104 INSURER B: Hartford Insurance Company Of MldWest 37478 INSURERC: GEN'L ✓ _ INSURERD: $ $10,000 San Antonio TX 78217 _ INSURER E S $1,000,000 AGGREGATE LIMIT APPLIES PER POLICY ❑ JEC LOC OTHER: INSURER F: $ $2,000,000 PRODUCTS- COMPIOPAGG COVERAGES CERTIFICATE NUMBER: 20852432 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OFINSURANCE ADM SUER POLICYNUMBER pOLICYEFF MM/DOrYY1'Y POLICY EXP MMMDIYYYY LIMITS A ✓ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE MOCCUR 65SBAR04020 311512014 3/15/2015 EACHOCCURRENCE $ $1,000,000 PREMISES EaEOau ence _ S $1,000,000 GEN'L ✓ MEDEXP (An one mon) $ $10,000 _,_..... PERSONAL &AOV INJURY S $1,000,000 AGGREGATE LIMIT APPLIES PER POLICY ❑ JEC LOC OTHER: GENERAL AGGREGATE $ $2,000,000 PRODUCTS- COMPIOPAGG $ $2,000,000 S A AUTOMOBILE ✓ LIABILITY ANY AUTO ALLOANED SCHEDULED HIRED AUTOS NONOVAED AUTOS 66UECHF6714 311512014 3/15/2015 EoaBickent wcLE LIMIT $ $1000000 BODILY INJURY (Par person) $ BODILY INJURY (Per acatlem) $ PROPERTY DAMAGE Peraccuenl $ $ A ✓ UMBRELLA LIAR EXCESSLIAB ✓ OCCUR CLAIMS MADE 65SBAR04020 3/15/2014 3/15/2015 EACHOCCURRENCE $ $5000,000 AGGREGATE $ $5,000,000 DED I RETENTIONS S B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIE.0— PARTNEWEXECUTIVE OFFICERVEMBER EXCLUDED? � (Mandatory lnNH) If YYes descn0e under DESCRIPTIONOF OPERATIONS Wow NIA 65WBCZ19782 3/15/2014 3/15/2015 1 PER I OTH- ✓ I STATUTE EL. EACHACCIDENT _ $ $1,000,000 EL DISEASE - EA EMPLOYEE —.- $ $1,000,000 - EL. DISEASE - POLICY LIMIT $ $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Pickrell Park ADA Walkway City of Schertz 10 Commercial Place Schertz TX 78207 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD CERT LO- 20052432 CLIE1W CODE: 22POFDEN11 (SA) Jeanette Collazo 9 /10/2014 8:44:07 A. (COT) Page 1 of 35 65UECHF6714 i� Q C L J i� Ford Engineering Inc 7/10/2014 Flo THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AND RIGHTS OF RECOVERY AGAINST OTHERS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Any person or organization whom you are required by contract to name as additional Insured Is an "Insured" for LIABILITY COVERAGE but only to the extent that person or organization qualities as an "insured' under the WHO IS AN INSURED provision of Sectlon II - LIABILITY COVERAGE. B. For any person or organization for whom you are required by contract to provide a waiver of subrogation, the Loss Condition - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Is applicable. Form HA 9913 0187 Printed In U.S.A. CERT FO.: 20852432 CLIE4N7 CODS: 22FOROEKGI (Shc Jeanette Collazo ]110/2014 0:44:00 A. (COT) Page 2 of 35 7/10/2014 Ford Engineering Inc WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 A 65WBCZI9782 (Ed. 1 -00) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization X Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be _ percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Insurance Company WC 42 03 04 A (Ed. 1 -00) Countersigned by CERT, NO.: 20852432 CLIENT CODE; 22FOFOE[131 (8A) Jeanette Collazo 9 /10/2014 8:44:09 A: (CDT) Page 3 of 35 7/1012014 Ford Engineering Inc 65SBAR04020 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 15 Business Liability 1 4. Legal Action Against Us Medical Expenses 2 16 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 PERT HO.: 20952432 CLIENT CODE' 22FORDEIMI (SA) .Jeanette Collazo 7/10/2014 8:44:07 AX (COT) Page 4 of 35 r� 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 policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we ", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. 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 G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory"; 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 duly 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: Form SS 00 08 04 05 (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; © 2005, The Hartford CFRT 1:0.: 20852432 CbMW CODE: 22FORDEN11 (SA1 Jeanette Collazo 7/iD/2014 8:44:00 A. (CDT) Page 5 of 35 Page 1 of 24 BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage'; or (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 or "suit" 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 these bonds. (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 costs taxed against the insured in the "suit ". (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. (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. Page 2 of 24 Form SS 00 08 04 05 CEPT DO.: 20RS2432 CLIENT CODE: 22CORDEDGI (SA) Jeanette Collazo 7110/2014 8:44:07 AX (COT) Page 6 of 3S BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit ", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract "; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will (3) The obligation to defend, or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same "insured contract "; and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements; or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee, terms of the agreement described in (5) The indemnitee and the insured ask Paragraph (6) above, are no longer met, us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This investigation, settlement or exclusion does not apply to "bodily defense of the "suit "; injury" or "property damage" resulting from the use of reasonable force to (it) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the "suit "; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with (1) "Bodily injury" or "property damage ";or respect to coordinating other applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (1) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit "; and (a) "Bodily injury", "property damage" or (tt) Conduct and control the "personal and advertising injury" that defense of the indemnitee in the insured would have in the such "suit ". absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 CERi 110.: 2085243E CLIENT CODE: 22FORDEL'OI (SA) Jeanette Collazo 7/10/2014 8:44:07 AH (CDT) Page 7 of 35 BUSINESS LIABILITY COVERAGE FORM (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: (t) 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; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, 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. This exclusion does not apply to liability assumed by the insured under an "insured contract ". f. 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 subparagraph 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; (il) "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 your policy 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 Page 4 of 24 Form SS 00 08 04 05 CERP Do- 20852432 CLI 1 CODS: 22FORDENG1 (SA) Jeanette Collaxo 7/10/2014 8:44:07 AH (CJT) Page 8 of 35 11F91�1_�9� G \7IIlYiZ�i�Pl�3�7�7T:7Ti (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire "; subcontractor; (b) At or from any premises, site or (it) "Bodily injury' or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, (tt) Any person or organization for smoke or fumes from a "hostile "; whom you may be legally fire or responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any insured or any location on which any insured or contractors or subcontractors working directly indirectly or any any contractors or subcontractors behalf are performing if working directly or indirectly on operations the operations are to opera operations any insured's behalf are n lest for, monitor, clean up, remove, performing operations if the contain, treat, deloxily or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants ". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (t) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants "; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants ". "bodily injury' or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 CERT HO.: 20852432 CLIE%T CODE: 22FORDEt13I (Snl Jeanette Collazo 9 /10/2014 8:44:09 M (CDTI Page 9 of 35 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily injury' or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. 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 "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) 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; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment "; or (6) An 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. L 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; Page 6 of 24 Form SS 00 08 04 05 CERT NO.: 20852432 CLIEST CODE: 22FOSDENGI (SA) Jeanette Collazo 7/10/2014 8:44:00 la! (CDT) Page 10 of 35 (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) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. 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; (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. BUSINESS LIABILITY COVERAGE FORM 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 ". 1. 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. Form SS 00 08 04 05 Page 7 of 24 CF.RT l.O.: 20852432 CLIM.i CODE: 22F0=15I (SA) Jeanette Callaxo 7 /10/2014 8:44:07 M (CST$ Page 11 of 35 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product "; (c) An Internet search, access, (2) "Your work "; or content or service provider. (3) "Impaired property "; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use "advertising (11) Arising out of the violation of a another's idea" in your "advertisement "; person's right of privacy created by any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or performance made in your insured would have in the absence of "advertisement"; such state or federal act; (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement ", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (1) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 CERT 110.: 20852432 CLIE%\ CODE: 22FOPPEEGI (SA) Jeanette Collazo 7 /10/2014 8:44:07 A. (CDT) Page 12 of 35 (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; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data ". 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 (c) Employment - related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination 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 the 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 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. 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: L Lr �9 t , f �� S r1 ] L � Y i c � Z • r � � c�_[ � ] � r • ] c7 , r, I (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 ". Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "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; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN -SPAM Act of 2003, that prohibits or limits the 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. Form SS 00 00 04 05 Page 9 of 24 CERT NO.: 20852432 CLIENT CODE 22FORDENGI (SA) Jeanette C.11... 7/10/2014 8:44;07 AN (CDT) Page 13 of 35 BUSINESS LIABILITY COVERAGE FORM 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. 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 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: (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 CERT 110.: 20852432 CLIE7 CODE: 22FOR. FNGi (SA) Jeanette Collazo 7/1012014 8:44:09 M. (CDT) Page 14 of 35 (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 BUSINESS LIABILITY COVERAGE FORM 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' registered in your name under any motor vehicle registration law, 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 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: 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. 6. 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 Form SS 00 08 04 05 Page 11 of 24 CERY FO.: 20852432 CLIENT CODE: 22FORDENGI Ml Jeanette Collazo 7/10/2014 0:44:07 M ( CJT) P.I. 15 of 35 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an of the vendor's premises in connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendors exclusion does not apply lo: business and only if this Coverage Part provides coverage for "bodily injury" or (1) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products-completed operations hazard ". (it) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for "bodily "property injury", damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 CSRT 110.: 20SS2432 CLIE4T CO➢£: 22COR0£It1I ISM Jeanette Collaxo 7/30/2014 6:44:09 M (COT) Page 16 of 35 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises o u r (a ) "Bodily injury", ry" "p damage" leased to you. or "personal annd d a advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury' or "property damage" place after you cease to lease that included within the "products - land or be a tenant. in that completed operations hazard ". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person organization who construction or demolition is not an insured under Paragraphs a. n operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury', "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products - (b) In the performance of your completed operations hazard ", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard ". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily Y "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 CERT NO.: 20052432 CLIENT CODE: 22PMENGI ISAI Jeanette Collazo 7 /10/2014 0:44:07 A: (CDT) Page 17 of 35 BUSINESS LIABILITY COVERAGE FORM (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, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. 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. 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 applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right -of -way of a railroad. 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 2.15, 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 specified in a written contract, written agreement or permit issued by a state or political subdivision; 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. Page 14 of 24 Form SS 00 08 04 05 SEPT 1:0.: 20852432 CLIEYl CODE: 22FOSOEI:GI ISAI Jeanette Colla2o 7/10/2014 0:44;07 AA. (COT) Page 18 of 35 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit ", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit "; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit ". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3. above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit "; and separately to each consecutive annual period and to (4) Assist us, upon our request, i the any remaining period of less than 12 months, starting enforcement of any right against t any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non - contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence ", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the dale received; insured is a limited liability company; and (2) Notify us as soon as practicable. (4) Any "executive officer" or insurance manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional c claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 CERT NO.: 20SS2422 CLIE3i CODE: 22FORDFNGI (SA1 Jeanette Collazo 7/10/2014 5:44:09 A. (CDTI Page 19 of 3S BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment' to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no -fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: 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 Form 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 claimants legal representative. 5. 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. 6. 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. 7. 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 or similar coverage for "your work'; (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 A.— Coverages. (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 A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 CE4T I10.: 20052432 CLIEAT CODE: 22170.11MTGI (SA) Jeanette Collazo 7/10/2014 8:44:07 A: (CJTI Page 20 of 2S BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self - added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurers share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non - Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non- contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of W When this insurance is excess, we will recovery against any person or have no duty nder this Coverage Part to y g organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit ". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 CERT NO.: 20852432 CLIE47 0006: 22F020ENG1 (SAI Jeanette Collazo 7 /10/2014 8:44:07 A9. (CDT) Page 21 of 35 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, 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; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any 'occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to 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(s) or organization(s). b. 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. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any 'occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 CEAT NO.: 20852432 CLIENT CODE' 22FOSOENGI (SA) Jeanette Collarzo 7/10/2014 0:44:07 A. (CM Page 22 of 35 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit, make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed "personal and advertising injury" at the vendor's premises in arising out of operations performed for connection with the sale of the the state or municipality; or product; (2) "Bodily injury" or "property damage" (g) Products which, after distribution included in the "product- completed or sale by you, have been labeled operations" hazard. or relabeled or used as a container, part or ingredient of any 7. Additional Insured — Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or "property damage" included within the (it) Such inspections, "products- completed operations hazard ". adjustments, tests or servicing b. The insurance afforded to the vendor is as the vendor has agreed to subject to the following additional exclusions: make or normally undertakes to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured — Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 CERT NO.: 20052432 CLIENT COOS: 22FOAOFAGI (SA) Jeanette C.11.x. 7110/2014 8:44:09 M (COT) page 23 of 35 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, 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: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard ", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard ". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) 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 (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with respect to their liability as co -owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — 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. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However. "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 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 land motor vehicle, trailer or semi - trailer designed for travel on public roads, including any attached machinery or equipment. But "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: Page 20 of 24 Form SS 00 08 04 05 CERT NO.: 20852432 CLILNT COPE: 22FORDFN1 5 ISM Jeanette Collazo 0 /10/2014 8:44:09 M (COTI Page 24 of 35 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work "; of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a. above; a. A contract for a lease of premises. However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnities any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD -ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 8. "Employee" includes a „ leased worker ". damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker ". damage" is caused, in whale or in part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by -laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work ", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road -beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous; or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 PERT NO.; 20852432 CLIENT CODE; 22FOFOEM (SA) Jeanette Collaxo 7/10/2014 8:44:07 AX (CDT) Page 25 of 35 BUSINESS LIABILITY COVERAGE FORM (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 (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. 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: a. False arrest, detention or imprisonment; b. Malicious prosecution; Page 22 of 24 Form SS 00 08 04 05 CERT NO.: 20052432 CDT= CODE: 22FOMM11I ISM Jeanette Coll— 7 /10/2014 0:44:07 M (CDT) Page 26 of 35 c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic 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 or electronic 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'; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement "; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 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. BUSINESS LIABILITY COVERAGE FORM 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. 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. "Volunteer worker" means a person who a. Is not your "employee "; Form SS 00 08 04 05 Page 23 of 24 CEPT DO.; 20852432 CLIEnT CODE: 22FO..Igl (EA) Jea"e[[e Collazo 7/10/2014 0;44:07 A: (CDT) Page. 27 of 35 BUSINESS LIABILITY COVERAGE FORM 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. 24. "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. 25. "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. Page 24 of 24 Form SS 00 08 04 05 CERT NO.: 20852412 CLIENT CODE: 22CMRe ^l (SA) Jeanette Collazo 7/10/2014 8:44:09 R. (COT) Page 28 of 35 7/10/2014 Ford Engineering Inc COMMERCIAL AUTOMOBILE 65UECHF6714 HA 9916 0910 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 A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legally incorporated subsidiary in which you own more than 50% of the voting stock 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 oflnsurance. (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, joint venture or limited liability company (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. B. Employees as Insureds Paragraph A.I. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered © 2010, The Hartford (Includes copyrighted material Form HA 99 16 09 10 of ISO Properties, Inc., with its permission.) CERT 110.: 20852432 CLIENT CODE: 22FO1. MTGT (SA) Jeanette Collaxo 0 /10/2014 8:44:07 AY. (COTI Page 29 of 35 Page 1 of 5 E. Primary and Non - Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. - Additional Insured If Required by Contract, the following provisions apply: (3) 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. (4) 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 (3) and (4) 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 Other Insurance 5.d. 2. 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 OTHER INSURANCE Condition is amended by adding the following: © 2010, The Hartford (Includes copyrighted material Form HA 99 16 09 10 of ISO Properties, Inc., with its permission.) Page 2 of 5 CERT DO.: 20852432 CLIENT CODE: 22POEDE3I1I (EA1 Jeanette Collaza 9 /10/2014 8:44:07 A. (CDT) Page 30 of 35 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. 3. 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. 4. 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. 5. PHYSICAL DAMAGE ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. 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. 7. 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. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: a.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 a. and b. above; or (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. © 2010, The Hartford (Includes copyrighted material Form HA 99 16 09 10 of ISO Properties, Inc., with its permission.) CERT NO.: 20052432 CLIENT CODE: 22FOROE211I M) Jeanette C0I1a20 7/10/2014 0:44:07 A. 1COT) Page 31 of 35 Page 3 of 5 b.$1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss ", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph b.(1) above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto ", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident ", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos ", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 12. AMENDED DUTIES IN THE EVENT OF 17. EXTENDED CANCELLATION CONDITION ACCIDENT, CLAIM, SUIT OR LOSS Paragraph 2, of the COMMON POLICY The requirement in LOSS CONDITIONS 2.a. - CONDITIONS - CANCELLATION - applies DUTIES IN THE EVENT OF ACCIDENT, except as follows: © 2010, The Hartford (Includes copyrighted material Form HA 99 16 09 10 of ISO Properties, Inc., with its permission.) Page 4 of 5 CERT EO.: 20852432 CLIE3`I CODE: 22FORDEIIGI (SM Jeanette Collazo 7/10/2014 8:44:09 A. (COTI Page 32 of 35 If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. fE711111.9it ilow- Mi141Y[6IS1T1M_<<7A 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, 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 damaged in any one 'loss ", the most we will pay under this Hybrid Payment Coverage provision for anyone "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. b.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. © 2010, The Hartford (Includes copyrighted material Form HA 99 16 09 10 of ISO Properties, Inc., with its permission.) CERT 1:0.: 20852432 CTTF`:T CODE: 22FORDFZIGI (SA) Jeanette Collazo 7110/2014 0:44:07 A. (COT) Page 33 of 35 Page 5 of 5 65SBAR04020 7/10/2014 4uy Ford Engineering Inc THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ R CAREFULLY. PJ /_lPi�Z�. �..e 1,� ► This endorsement modifies insurance provided under the following: BUSYNESS LIABILITY COVERAGE FORM We waive any right of recovery we may have against: 1. Any person or organization shown in the Declarations, or 2. Any person or organization with whom you have a contract that requires such waiver. Form SS 1215 03 00 © 2000, The Hartford CERT NO.: 20652412 CLIERT COOS; 22TOkDEDIT PDA) Jeanette Collazo 9/10/2014 8:44:07 A. (CDT) Page 34 of 35 65SBAR04020 Ford Engineering Inc 7/10/2014 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR NON - RENEWAL TO DESIGNATED PERSON(S) OR ORGANIZATION(S) OTHER THAN THE NAMED INSURED This policy is subject to the following conditions. SCHEDULE Number of Days Notice 30 Name of Person(s) or Organization(s) Mailing Address City of Schertz 10 Commercial Place Schertz TX 78207 If this policy is cancelled or non - renewed, we agree that the person(s) or organization(s) listed in the Schedule above will be notified at least: a. 10 days before the effective date of cancellation if we cancel for non - payment of premium; or b. The number of days shown in the Schedule above before the effective date of cancellation or non - renewal if we cancel or non -renew for any other reason. In no event, however, will notice of cancellation or non - renewal be less than the minimum number of days required by the jurisdiction to which this endorsement applies. Also, please note that failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. If notice is mailed, proof of mailing to the address shown in the Schedule above will be sufficient proof of notice. Form SS 12 20 08 10 © 2010, The Hartford CERT NO.: 20052432 CLI&.T CODE: 22FO4DMI (SA) Jeanette Collazo 7/10/2014 0:44:07 AN (COT) Page 35 of 3S Page 1 of 1 CITY OF SCHERTZ CONTRACT APPROVAL FORM A. To be completed by Department Head Contract with: Contract amount: $_ t C) 1 Contract for: 'Y 1 - MDA Contract purpose and amount in the budget: .yes ❑ no - budget amendment req d ❑ no- exempt because Funds available to pay Contract: yes Fund/Account to be charged 4d �- q� b - S4 Contract required to be bid: ❑ yes ❑ no Bidding completed: ❑yes � NA (bi ding not required) Bidding exemption: (if bidding is not required state reason): �r0-4 ess r, yu S Contract approved by City Council: yes ❑ no El NA (if approval not req'd) Date of City Council approval: - 1(%IIL� 64-Q -5S) If not approved by City Council, state reason: No blanks or missing exhibits in contract: )d_yes Terns of contract reviewed and approved by Deportment Head: Ayes Contract termination date: Contract renewal date: ?4A t Contract reviewed and approved by City Attorney: >yes ❑ not requested Re W_qr" 4 rrtQata tl� Contract reviewed and approved by City Engineer: X,yes ❑ not requested J )43• Signature by City Manager reeomg1 nd d E Department Head's signature: 1` kt,�� Date: B. To be completed by Finance Director Contract purpose and amount in the budget: lX yes ❑ no - budget amendment req'd ❑ no - exempt because Funds available to pay Contract: yes Fund /Account to be charged: 5- 9av- S�j!(t7U Finance Director's signature: ldM Date: -I-z3_('4 C. To be completed by Purchasing and Asset Mana meat Director Contract reviewed and approved for insurance, warranty, severability and indenmity requirements: ❑ yes Contract properly bid in accordance with City Purchasing Policy Ja'yes ❑ NA Signature by City Manager recommended: tta YES Purchasing and Asset Management Director's signature: �&,v,.1 tnw rlr Date: oZ 3 D. To be completed by Executive Director % Contract reviewed and approved: es ❑ no Budget ame�ment Fequ� : yes ❑ no Contract Funding approved: ❑ yes ❑ no Fugd /Account to be charged: Signature by City Manager recommended- E YES Executive Director's Signature: i E. To a completed by Deputy City Manager Signature by City Manager recommended: ❑ YES Deputy ahager Signature: Date: le F. To be completed by hief of Staff Signature by City Manager recommnended: ❑ YES Chief of Staff Signature: Ice Date, 1/s G. City Secretary Date fidly- executed contract received by Cit/Secretary: Ub A a Srit r .re�YaX Filed as: 4"99.4 ✓, to Date filed to Laserficlle: %- a k'DA ln1 c.�.Qi..rca, Revised April 8, 2014 a