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HomeMy WebLinkAboutResolution - 2015-R0221 - Contract - Freese & Nichols Inc - Lake Alan Henry Structure Moniroting Design - 07/09/2015Resolution No. 2015-RO221 Item No. 6.3 July 9, 2015 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Professional Services Contract to provide professional engineering services related to the Lake Alan Henry Structure Monitoring Design, by and between the City of Lubbock and Freese & Nichols, Inc., and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on July 9, 2015 GL . R TSON, MAYOR ATTEST: Reb cca Garza, City Secreta APPROVED AS CONTENT: of Public Works APPROVED AS TO FORM: Amy . Sims,_ Attorney RES.PSC-Freese & Nichols Inc -Lake Alan Henry Structure Monitoring 6.8.15 Resolution No. 2015-RO221 PROFESSIONAL SERVICES CONTRACT STATE OF TEXAS § COUNTY OF LUBBOCK § This contract, (the "Contract" or "Agreement"), effective as of the9th day of July , 2015 (the "Effective Date"), is by and between the City of Lubbock, (the "City"), a Texas home rule municipal corporation, and Freese and Nichols, Inc., ("ENGINEER") a Texas professional corporation authorized to conduct business in Texas. WITNESSETH WHEREAS, the City desires to obtain professional engineering services related to the Lake Alan Henry Intake Tower and Montford Dam Instrumentation, (the "Activities"); and WHEREAS, ENGINEER has a professional staff experienced and is qualified to provide professional engineering services related to Activities, and will provide the services, as defined below, for the price provided herein, said price stipulated by City and Engineer to be a fair and reasonable price; and WHEREAS, the City desires to contract with ENGINEER to provide professional engineering services related to the Activities and Engineer desires to provide the Services related to same. NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in this Contract, the City and ENGINEER hereby agree as follows: ARTICLE I. TERM The term of this Contract commences on the Effective Date and continues without interruption for a term of 365 days, as set forth in Exhibit "A", attached to and made a part of this Agreement for all purposes. If the Engineer determines that additional time is required to complete the Services, the City Engineer, may , but is not obligated to, in his discretion, execute an agreement to grant up to an additional six (6) months of time so long as the amount of the consideration does not increase. An amendment to this agreement resulting in an increase in the amount of the consideration must be approved by the City acting through its governing body. FNI Professional Agreement Page 1 of 22 ARTICLE II. SERVICES AND COMPENSATION A. Engineer shall conduct all activities and within such timeframes as set forth on Exhibit "A", attached hereto (the "Services"). B. ENGINEER shall receive as consideration to be paid for the performance of the Services set forth in General, Basic Services, and Special Services based on hourly rates, not to exceed $99,678.00, per Exhibit "A" and Exhibit "B". ARTICLE III. TERMINATION A. General. City may terminate this Contract, for any reason or convenience, upon thirty (30) days written notice to ENGINEER. In the event this Agreement is so terminated, the City shall only pay Engineer for services actually performed by Engineer up to the date Engineer is deemed to have received notice of termination as provided herein. B. Termination and Remedies. In the event ENGINEER breaches any term and/or provision of this Contract, the City shall be entitled to exercise any right or remedy available to it by this Contract, at law, equity, or otherwise, including without limitation, termination of this Contract and assertion of an action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any right or remedy and all other rights and remedies shall be cumulative. ARTICLE IV. NON - ARBITRATION The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. ARTICLE V. REPRESENTATIONS AND WARRANTIES A. Existence. ENGINEER is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas and is qualified to carry on its business in the State of Texas. FNI Professional Agreement Page 2 of 22 B. Corporate Power. ENGINEER has the corporate power to enter into and perform this Contract and all other activities contemplated hereby. C. Authorization. Execution, delivery, and performance of this Contract and the activities contemplated hereby have been duly and validly authorized by all the requisite corporate action on the part of ENGINEER. This Contract constitutes legal, valid, and binding obligations of the ENGINEER and is enforceable in accordance with the terms thereof. D. Engineer. ENGINEER maintains a professional staff and employs, as needed, other qualified specialists experienced in providing the Services, and are familiar with all laws, rules, and regulations, both state and federal, including, without limitation the applicable laws, regarding the activities contemplated hereby. E. Performance. ENGINEER will and shall conduct all activities contemplated by this Contract in accordance with the standard of care, skill and diligence normally provided by a professional person in performance of similar professional engineering services, and comply with all applicable laws, rules, and regulations, both state and federal, relating to professional engineering services, as contemplated hereby. F. Use of Copyrighted Material. ENGINEER warrants that any materials provided by ENGINEER for use by City pursuant to this Contract shall not contain any proprietary material owned by any other party that is protected under the Copyright Act or any other law, statute, rule, order, regulation or ordinance relating to the use or reproduction of materials. ENGINEER shall be solely responsible for ensuring that any materials provided by ENGINEER pursuant to this Contract satisfy this requirement and ENGINEER agrees to indemnify and hold City harmless from all liability or loss caused to City or by to which City is exposed on account of ENGINEER's failure to perform this duty. ARTICLE VI. SCOPE OF WORK ENGINEER shall accomplish the following: Professional Engineering Services related to the Lake Alan Henry Intake Tower and Montford Dam Instrumentation, as defined and provided in Exhibit "A," "Scope of Work". FNI Professional Agreement Page 3 of 22 ARTICLE VII. INDEPENDENT CONTRACTOR STATUS ENGINEER and City agree that ENGINEER shall perform the duties under this Contract as an independent contractor and shall be considered as independent contractor under this Agreement and/or in its activities hereunder for all purposes. ENGINEER has the sole discretion to determine the manner in which the services are to be performed. During the performance of the Services under this Agreement, Engineer and Engineer's employees and/or subconsultants, will not be considered, for any purpose, employees or agents of the City within the meaning or the application of any federal, state or local law or regulation, including without limitation, laws, rules or regulations regarding or related to unemployment insurance, old age benefits, workers compensation, labor, personal injury or taxes of any kind. ARTICLE VIII. INSURANCE ENGINEER shall procure and carry, at its sole cost and expense through the life of this Agreement, except as otherwise provided herein, insurance protection as hereinafter specified, in form and substance satisfactory to City, carried with an insurance company authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection with this Agreement, including without limitation, the indemnity obligations set forth herein. Engineer shall obtain and maintain in full force and effect during the term of this Agreement, and shall cause each approved subcontractor or subconsultant of Engineer to obtain and maintain in full force and effect during the term of this Agreement, commercial general liability, professional liability and automobile liability coverage for non -owned and hired vehicles with insurance carriers admitted to do business in the state of Texas. The insurance companies must carry a Best's Rating of A -VII or better. All policies will be written on per occurrence basis, subject to the following minimum limits of liability: Commercial General Liability: Per Occurrence Single Limit: $1,000,000 General Aggregate Limit: $2,000,000 Professional Liability: Combined Single Limit: $1,000,000 Automobile Liability: Combined Single Limit for any auto: $1,000,000 Per Occurrence Employer's Liability $1,000,000 FNI Professional Agreement Page 4 of 22 Engineer shall further cause any approved subcontractor or subconsultant to procure and carry, during the term of this Agreement, insurance coverage, as specified above for Engineer, including without limitation protecting City against direct losses caused by the professional negligence of the approved subcontractor or subconsultant. The City shall be listed as a primary and noncontributory additional insured with respect to the Automobile Liability and Commercial General Liability and shall be granted a waiver of subrogation under those policies. Engineer shall provide a Certificate of Insurance to the City as evidence of coverage. Certificate shall provide 30 days notice of cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to the policy will be included in the Certificate. Engineer shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, Engineer shall maintain said coverage throughout the term of this Agreement and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the Engineer maintains said coverage. The Engineer may maintain Occupational Accident and Disability Insurance in lieu of Worker's Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City of Lubbock. If at any time during the life of the Agreement or any extension hereof, Engineer fails to maintain the required insurance in full force and effect, Engineer shall be in breach hereof and all work under the Agreement shall be discontinued immediately. Notwithstanding anything contained herein to the contrary, the professional liability policy shall be maintained, at Engineer's sole cost and expense. The retroactive date shall be no later than the commencement of the performance of this contract and the discovery period (possibly through tail coverage) shall be no less than ten (10) years after the completion of work specified in the contract. The provisions of this Article VIII shall survive the termination or expiration of this Agreement. ARTICLE IX. EMPLOYMENT OF AGENTS/RETAINING OF CONSULTANTS ENGINEER may employ or retain consultants, contractors, or third parties (any of which are referred to herein as "subconsultant"), to perform certain duties of ENGINEER, as set forth on Exhibit "A", attached hereto, under this Contract, provided that City approves the retaining of Subconsultants. ENGINEER is at all times responsible to City to perform the Services as provided in this Agreement and ENGINEER is in no event relieved of any obligation under this Contract upon retainage of any approved Subconsultant. Any agent and/or Subconsultant retained and/or employed by ENGINEER shall be required FNI Professional Agreement Page 5 of 22 by ENGINEER to carry, for the protection and benefit of the City and ENGINEER and naming said third parties as additional insureds, insurance as described above in this Contract. ENGINEER represents that such services are either under applicable value thresholds or are otherwise exempt from notice and/or bid requirements under Texas Law. ARTICLE X. CONFIDENTIALITY ENGINEER shall retain all information received from or concerning the City and the City's business in strictest confidence and shall not reveal such information to third parties without prior written consent of the City, unless otherwise required by law. ARTICLE XI. INDEMNITY ENGINEER SHALL INDEMNIFY AND SAVE HARMLESS THE CITY OF LUBBOCK AND ITS ELECTED OFFICIALS, OFFICERS, AGENTS, AND EMPLOYEES FROM ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY KIND, CHARACTER, TYPE, OR DESCRIPTION, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY OR DEATH TO ANY PERSON, OR INJURY TO ANY PROPERTY, RECEIVED OR SUSTAINED BY ANY PERSON OR PERSONS OR PROPERTY, TO THE EXTENT ARISING OUT OF, RELATED TO OR OCCASIONED BY, THE NEGLIGENT ACTS OF ENGINEER, ITS AGENTS, EMPLOYEES, AND/OR SUBCONSULTANTS, RELATED TO THE PERFORMANCE, OPERATIONS OR OMISSIONS UNDER THIS CONTRACT AND/OR THE USE OF OCCUPATION OF CITY OWNED PROPERTY. THE INDEMNITY OBLIGATION PROVIDED HEREIN SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. ARTICLE XII. COMPLIANCE WITH APPLICABLE LAWS ENGINEER shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations relating, in any way, manner or form, to the activities under this Contract, and any amendments thereto. ARTICLE XIII. NOTICE A. General. Whenever notice from ENGINEER to City or City to ENGINEER is required or permitted by this Contract and no other method of notice is provided, such notice shall be given by (1) actual delivery of the written notice to the other party by hand (in which case such notice shall be effective upon delivery); FNI Professional Agreement Page 6 of 22 (2) facsimile (in which case such notice shall be effective upon delivery); or (3) by depositing the written notice in the United States mail, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective on the third business day after such notice is so deposited. B. ENGINEER's Address. ENGINEER's address and numbers for the purposes of notice are: Freese and Nichols, Inc. Attn: John Rutledge, P.E. 4055 International Plaza, Suite 200 Fort Worth, Texas 76109 Telephone: (817) 735-7300 Facsimile: (817) 735-7491 C. City's Address. The City's address and numbers for the purposes of notice are: City of Lubbock Attn: John Turpin, P.E. P. 0. Box 2000 1625 13th Street Lubbock, Texas 79457 Telephone: (806) 775 — 2342 Facsimile: (806) 775 — 3344 D. Change of Address. Either party may change its address or numbers for purposes of notice by giving written notice to the other party as provided herein, referring specifically to this Contract, and setting forth such new address or numbers. The address or numbers shall become effective on the 15th day after such notice is effective. ARTICLE XIV. CITY -PROVIDED DATA City shall furnish ENGINEER non -confidential studies, reports and other available data in the possession of the City pertinent to ENGINEER's Services, so long as City is entitled to rely on such studies, reports and other data for the performance of ENGINEER's Services under this Contract (the "Provided Data"). ENGINEER shall be entitled to use and rely, so long as such reliance is reasonable, upon all such Provided Data. FNI Professional Agreement Page 7 of 22 ARTICLE XV. MISCELLANEOUS A. Captions. The captions for the articles and sections in this Contract are inserted in this Contract strictly for the parties' convenience in identifying the provisions to this Contract and shall not be given any effect in construing this Contract. B. Audit. ENGINEER shall provide access to its corporate books and records to the City. The City may audit, at its expense and during normal business hours, ENGINEER's books and records with respect to this Contract between ENGINEER and City. C. Records. ENGINEER shall maintain records that are necessary to substantiate the services provided by ENGINEER. City. D. Assignability. ENGINEER may not assign this Contract without the prior written approval of the Successor and Assigns. This Contract binds and inures to the benefit of the City and ENGINEER, and in the case of City, its respective successors, legal representatives, and assigns, and in the case of ENGINEER, its permitted successors and assigns. F. Construction and Venue. THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THIS CONTRACT IS PERFORMABLE IN LUBBOCK COUNTY, TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF COMPETENT JURISDICTION OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. G. Severability. If any provision of this Contract is ever held to be invalid or ineffective by any court of competent jurisdiction with respect to any person or circumstances, the remainder of this Contract and the application of such provision to persons an.d/or circumstances other than those with respect to which it is held invalid or ineffective shall not be affected thereby. FNI Professional Agreement Page 8 of 22 H. Amendment. No amendment, modification, or alteration of the terms of this Contract shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to this Contract, and duly authorized and executed by ENGINEER and City. Entire Agreement. This Contract, including Exhibits "A" & "B," attached hereto, contains the entire Contract between the City and ENGINEER, and there are no other written or oral promises, conditions, warranties, or representations relating to or affecting the matters contemplated herein. J. No Joint Enterprise. Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership or principal — agent relationship between ENGINEER and the City. K. Documents Owned by City. Any and all documents, drawings and specifications prepared by ENGINEER as part of the Services hereunder, shall become the property of the City when ENGINEER has been compensated as set forth in Article II, above. The ENGINEER shall make copies of any and all work products for its files. L. Notice of Waiver. A waiver by either City or ENGINEER of a breach of this Agreement must be in writing and duly authorized to be effective. In the event either party shall execute and deliver such waiver, such waiver shall not affect the waiving party's rights with respect to any other or subsequent breach. M. Third Party Activities. Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than City and ENGINEER. N. Appropriation. All funds for payment by the CITY under this contract are subject to the availability of an annual appropriation for this purpose by the CITY. In the event of non -appropriation of funds by the CITY Council of the CITY of Lubbock for the goods or services provided under this Contract, the CITY will terminate the Contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the services covered by this Contract is spent, whichever event occurs first (the "Non -Appropriation Date"). If at any time funds are not appropriated for the continuance of this Contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the CITY shall not be obligated under this Contract beyond the Non -Appropriation Date. FNI Professional Agreement Page 9 of 22 EXECUTED as of the Effective Date hereof. ATTEST: O'JAO 'A � -- —I Reb t ca Garza, City Secretary ZL4(W VED AS TO CO TENT: d ran P.E., Director of Public Works J n Turpi ief Water Utilities Engineer APPROVED AS TO FORM: A puty ity Attor CITY OF LUBBOCK GI obe son, Mayor :FREESE ICHOLS, INC. Name: John L. Rutledge, P.E. Title: Principal FNI Professional Agreement Page 10 of 22 EXHIBIT A SCOPE OF DESIGN AND CONSTRUCTION SERVICES LAKE ALAN HENRY INTAKE TOWER AND MONTFORD DAM INSTRUMENTATION CITY OF LUBBOCK f_CNCDAI . The study of the Lake Alan Henry Intake Tower recommended the design and construction of repairs and new instrumentation for the existing bridge structure. The City of Lubbock (CITY) also desires a design for the replacement of all or a portion of the existing piezometer instrumentation at the adjoining Montford Dam. For this work, Freese and Nichols, Inc. (FNI) proposes the following scope for design, bid and construction phase services for the CITY, as follows: BASIC SERVICES: The Basic Services include the project administration, study of Montford Dam instrumentation, preparation of detailed design, construction documents, construction bid and award services, construction phase services, and general representation services during construction, as set forth herein. Operation and maintenance manuals, startup services, commissioning, and personnel training will be incorporated in subsequent amendments if desired by the City (Sometimes referred to as "OWNER"). Engineer (Sometimes referred to as "FNI") shall render the following professional services in connection with the development of the Project: A. DESIGN PHASE SERVICES: ENGINEER will provide the following professional services in this phase as follow: 1. Study existing documentation related to the instrumentation at Montford Dam, and develop a project memorandum with recommendations for the location and type of replacement piezometer instrumentation. Recommendations will also be provided for decommissioning the non -working instrumentation, as appropriate. 2. Prepare drawings, specifications, Construction Contract Documents, designs, and layouts of improvements to be constructed. Design will include: a. Location and details of instrumentation and monitoring devices at the tower b. Location and detail for repair of spalled concrete c. Location and detail for repositioning of bridge beam bearing pads d. Details for a joint cover plate at the abutment FNI Professional Agreement Page 11 of 22 e. Location and detail for repair of the undercut soil cement to the west of tower f. Location and details of new and decommissioned instrumentation at Montford Dam 3. Prepare bidder's proposal forms (project quantities) of the improvements to be constructed. 4. Furnish CITY four (4) sets of copies of drawings, specifications, and bid proposals marked "Preliminary" for approval by CITY. Upon final approval by CITY, FNI will provide CITY up to four (4) sets of copies of "Final" drawings and specifications. B. BID PHASE SERVICES: ENGINEER will provide professional services in this phase as follows: 1. Assist CITY by responding to questions and interpreting bid documents. Prepare and issue addenda to the bid documents to plan holders if necessary. 2. At CITY request, FNI will assist CITY in analyzing the bids received. Review qualification information provided by the apparent low bidder to determine if, based on the information available, they appear to be qualified to construct the project. Provide a letter recommending award of contract or other actions as appropriate to be taken by CITY. Pre -qualification of all prospective bidders and issuing a list of eligible bidders prior to bid opening is an additional service. 3. Assist CITY in the preparation of Construction Contract Documents for construction contracts. Provide ten (10) sets of Construction Contract Documents which include information from the apparent low bidders bid documents, legal documents, and addenda bound in the documents for execution by CITY and construction contractor, and for distribution by CITY. Additional sets of documents can be provided as an additional service. 4. Furnish the contractor with four (4) copies of the conformed drawings and specifications for construction pursuant to the General Conditions of the Construction Contract. C. CONSTRUCTION PHASE SERVICES (as selected by CITY): Upon completion of the bid or negotiation phase services, FNI will perform construction phase services as described below. FNI will endeavor to protect CITY in providing these services however, it is understood that FNI does not guarantee the Contractor's performance, nor is FNI responsible for supervision of the Contractor's operation and employees. FNI shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the Contractor, or any safety precautions and programs relating in any way to the condition of the premises, the work of the Contractor or any Subcontractor. FNI shall not be responsible for the acts or omissions of any person (except its own employees or agents) at the Project site or otherwise performing any of the work of the Project. FNI Professional Agreement Page 12 of 22 These services are based on the use of FNI standard General Conditions for construction projects. Modifications to these services required by use of other general conditions or contract administration procedures are an additional service. If general conditions other than FNI standards are used, CITY agrees to include provisions in the construction contract documents that will require the construction contractor to include FNI and their subconsultants on this project to be listed as an additional insured on contractor's insurance policies: 1. Assist CITY in conducting pre -construction conference(s) with the Contractor(s), review construction schedules prepared by the Contractor(s) pursuant to the requirements of the construction contract, and prepare a proposed estimate of monthly cash requirements of the Project from information provided by the Construction Contractor. 2. Provide an internet-based construction management system for the document management of submittals, contract modifications and other project documents. This system will be eBuilder, ProjectMates or approved equal. The system will be provided for use by CITY and the selected Contractor, and will provide password protected access to the system for CITY, Contractor, and other parties as directed by CITY. 3. Establish communication procedures with CITY and Contractor. Submit monthly reports of construction progress using the construction management system. Reports will describe construction progress in general terms and summarize project costs, cash flow, construction schedule and pending and approved contract modifications. 4. Review contractor's submittals, including, requests for information, modification requests, shop drawings, schedules, and other submittals in accordance with the requirements of the construction contract documents for the projects. Also review quality related documents provided by the contractor such as test reports, equipment installation reports or other documentation required by the construction contract documents. Monitor the progress of the contractor in sending and processing submittals to see that documentation is being processed in accordance with schedules. Provide monthly reports indicating the status of all submittals in the review process using the construction management system. 5. Determine the recommended payment amount to Contractor for monthly and final estimates, pursuant to the General Conditions of the Construction Contract. The recommended amount will be based on FNI's observations as an experienced and qualified design professional and review of the Payment Requests and supporting documentation submitted by Contractor. FN! Professional Agreement Page 13 of 22 6. General Representation Site Visits: a. Make up to two (2) site visits that are appropriate to the stage of construction (as distinguished from the continuous services of a Resident Project Representative) to observe the progress and the quality of work and to attempt to determine in general if the work is proceeding in accordance with the Construction Contract Documents. b. An additional five (5) site visits are included on a contingency basis, and will only be used with prior CITY approval. c. In this effort FNI will endeavor to protect CITY against defects and deficiencies in the work of Contractors and will report any observed deficiencies to CITY. Visits to the site in excess of the specified number are an additional service. FNI will notify the contractor of non- conforming work observed during site visits. 7. Coordinate the work of testing laboratories, as required, for the testing or inspection of materials, witnessed tests, factory testing, etc. for quality control of the Project. The cost of such quality control is included in the services to be performed by FNI but will only be used if approved by CITY. 8. Interpret the drawings and specifications for CITY and Contractor(s). Investigations, analyses, and studies requested by the Contractor(s) and approved by CITY, for substitutions of equipment and/or materials or deviations from the drawings and specifications is an additional service. 9. Establish procedures for administering constructive changes to the construction contracts. Process contract modifications and negotiate with the contractor on behalf of CITY to determine the cost and time impacts of these changes. Prepare change order documentation for approved changes for execution by CITY. Documentation of field orders, where cost to CITY is not impacted, will also be prepared. Investigations, analyses, studies or design for substitutions of equipment or materials, corrections of defective or deficient work of the contractor or other deviations from the construction contract documents requested by the contractor and approved by CITY are an additional service. Substitutions of materials or equipment or design modifications requested by CITY are an additional service. 10. Prepare documentation for contract modifications required to implement modifications in the design of the project. Receive and evaluate notices of contractor claims and make recommendations to CITY on the merit and value of the claim on the basis of information submitted by the contractor or available in project documentation. Endeavor to negotiate a FNI Professional Agreement Page 14 of 22 settlement value with the Contractor on behalf of CITY if appropriate. Providing these services to review or evaluate construction contractor(s) claim(s), supported by causes not within the control of FNI are an additional service. 11. Conduct, in company with CITY representative, a final review of the Project for conformance with the design concept of the Project and general compliance with the Construction Contract Documents. Prepare a list of deficiencies to be corrected by the contractor before recommendation of final payment. Assist City in obtaining legal releases, permits, warranties, spare parts, and keys from the contractor. Review and comment on the certificate of completion and the recommendation for final payment to the Contractor(s). Visiting the site to review completed work in excess of two trips are an additional service. 12. Revise the construction drawings in accordance with the information furnished by construction Contractor(s) reflecting changes in the Project made during construction. Two (2) print sets of "Record Drawings" shall be provided by FNI to CITY, one (1) set of which will be printed on Mylar. TIME OF PERFORMANCE: FNI is authorized to commence work on The Project upon execution of this AGREEMENT and agrees to complete the services in accordance with the following schedule: • Notice to Proceed from Owner — Set by Owner after Council approval • Submit 60% Level Plans — 60 days • Submit 95% Level Plans and Specifications — 30 days • Submit 100% Plans and Specifications — 30 days • Bid Phase Services — 30 days • General Construction Representation — 90 days The above schedule is based upon OWNER review of submittals within two weeks of submittal. If FNI's services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule consistent with the number of days of delay. In the event FNI asserts that it is entitled to additional time, it shall provide notice to the OWNER as soon as reasonably practicable after the event allegedly causing such delay shall occur ("Delay Event"), but in no event to exceed five (5) business days after the occurrence of the Delay Event. FNI shall use and exercise all diligence to promptly remove or remediate such Delay Event. FNI Professional Agreement Page 15 of 22 In the event notice of the Delay Event shall not be provided as prescribed herein, FNI shall not be entitled to relief from schedule as provided in this AGREEMENT. These delays may include but are not limited to delays in OWNER or regulatory reviews, delays on the flow of information to be provided to FNI, except any delays occasioned by subcontracts or sub consultants of FNI, and governmental approvals. These delays may result in an adjustment to compensation. FNI Professional Agreement Page 16 of 22 EXHBIT A, PART 2, ADDITIONAL SERVICES LAKE ALAN HENRY INTAKE TOWER AND MONTFORD DAM INSTRUMENTATION ADDITIONAL SERVICES: Additional Services to be performed by FNI, if authorized by Owner, which are not included in the above described General Service, Basic Services, and Special Services, are, except as may otherwise provided to be performed by FNI, described as follows: A. Field layouts or the furnishing of construction line and grade surveys. B. Providing services to investigate existing conditions or facilities, or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by Owner. C. Providing renderings, model, and mock-ups requested by the Owner. D. Making revisions to drawings, specifications or other documents when such revisions are 1) not consistent with approvals or instructions previously given by Owner or 2) due to other causes not solely within the control of FNI. E. Providing consultation concerning the replacement of any Work damaged by fire or other cause during the construction, and providing services as may be required in connection with the replacement of such Work. F. Investigations involving consideration of operation, maintenance and overhead expenses, and the preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals, evaluations, assessment schedules, and material audits or inventories required for certification of force account construction performed by Owner. G. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. H. Providing shop, mill, field or laboratory inspection of materials and equipment. Observe factory tests of equipment at any site remote to the project or observing tests required as a result of equipment failing the initial test. I. Preparing Operation and Maintenance Manuals or conducting operator training. J. Preparing data and reports for assistance to Owner in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. K. Furnishing the services of a Resident Project Representative to act as Owner's on-site representative during the Construction Phase. The Resident Project Representative will act as FNI Professional Agreement Page 17 of 22 directed by FNI in order to provide more extensive representation at the Project site during the Construction Phase. Through more extensive on-site observations of the work in progress and field checks of materials and equipment by the Resident Project Representative and assistants, FNI shall endeavor to provide further protection for Owner against defects and deficiencies in the work. Furnishing the services of a Resident Project Representative is subject to the provisions of Article I, D and Attachment RPR. If Owner provides personnel to support the activities of the Resident Project Representative who is FNI or FNI's agent or employee, the duties, responsibilities and limitations of authority of such personnel will be set forth in an Attachment attached to and made a part of this AGREEMENT before the services of such personnel are begun. It is understood and agreed that such personnel will work under the direction of and be responsible to the Resident Project Representative. Owner agrees that whenever FNI informs him in writing that any such personnel provided by the Owner are, in his opinion, incompetent, unfaithful or disorderly, such personnel shall be replaced. L. Assisting Owner in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). M. Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications. N. Assisting Owner in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by FNI on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. This provision shall not apply to any expense related to a legal action to which FNI is a party. O. Providing environmental support services including the design and implementation of ecological baseline studies, environmental monitoring, impact assessment and analyses, permitting assistance, and other assistance required to address environmental issues. P. Performing investigations, studies, and analysis of work proposed by construction contractors to correct defective work. Q. Design, contract modifications, studies or analysis required to comply with local, State, Federal or other regulatory agencies that become effective after the date of this agreement. R. Services required to resolve bid protests or to rebid the projects for any reason other than fault of any type or degree of FNI. FNI Professional Agreement Page 18 of 22 S. Visits to the site in excess of the number of trips included in the General Services, Basic Services, or Special Services for periodic site visits, coordination meetings, or contract completion activities. T. Providing basic or additional services on an accelerated time schedule. The scope of this service include cost for overtime wages of employees and consultants, inefficiencies in work sequence and plotting or reproduction costs directly attributable to an accelerated time schedule directed by the Owner. U. Providing services made necessary because of unforeseen, concealed, or differing site conditions or due to the presence of hazardous substances in any form, except as noted in the scope of services. V. Providing value engineering studies or reviews of cost savings proposed by others. W. Prepurchase or preselection or any alternate contract structure or number of contracts other than stipulated in Exhibit A — Basic Services. Provide any services after the satisfactory conclusion and completion of the General Services, Basic Services, and Special Services of the Project. FNI Professional Agreement Page 19 of 22 EXHBIT A, PART 3, RESPONSIBILITIES OF THE OWNER LAKE ALAN HENRY INTAKE TOWER AND MONTFORD DAM INSTRUMENTATION RESPONSIBILITIES OF OWNER: Owner shall perform the following in a timely manner so as not to delay the services of FNI: A. Owner recognizes and expects that certain Change Orders, herein so called, may be required. Any responsibility of Engineer for the costs of Covered Changed Orders will be determined on the basis of applicable contractual obligations and professional liability standards. For purposes of this paragraph, the responsibility of Engineer for the costs of Change Orders will not include: • any costs that Owner would have incurred if the Change Order work had been included originally in the Contract Documents and its lack of inclusion was not due, in whole or in part, to any fault, error, or omission of Engineer related thereto, • Any costs that are due to unforeseen site conditions, or • Any costs that are due to changes made by the Owner. • Any costs that are incurred due to the negligence of the construction contractor Wherever used in this document, the term Engineer includes Engineer's officers, directors, partners, employees, agents, and Engineers Consultants. B. Designate in writing a person to act as Owner's representative with respect to the services to be rendered under this AGREEMENT. Such person shall have contract authority to transmit instructions, receive information, interpret and define Owner's policies and decisions with respect to FNI's services for the Project. C. Provide all criteria and full information as to Owner's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which Owner will require to be included in the drawings and specifications. D. Assist FNI by placing at FNI's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project as provided in this AGREEMENT. E. Arrange for access to and make all provisions for FNI to enter upon public and private property as required for FNI to perform services under this AGREEMENT. F. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as FNI Professional Agreement Page 20 of 22 Owner deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of FNI. G. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project, except as otherwise the responsibility of FNI as provided in this AGREEEMENT. H. Give prompt written notice to FNI whenever Owner observes or otherwise becomes aware of any development that affects the scope or timing of FNI's services. I. Furnish, or direct FNI to provide, Additional Services as stipulated in Exhibit "A," Part 2, if deemed necessary by Owner. J. Bear all costs incident to compliance with the requirements of this Exhibit "A", Part 3. K. Provide the following services, unless provided specifically otherwise in this Agreement: a. Provide land acquisition services. b. Pay all permits fees and mitigation cost. c. Provide land title research and title policy. d. Provide advertisement for bids in local publications as required. FNI Professional Agreement Page 21 of 22 EXHIBIT B — BUDGET LAKE ALAN HENRY INTAKE TOWER AND MONTFORD DAM INSTRUMENTATION CITY and ENGINEER have established a not -to -exceed budget of $99,678.00 to complete all services under this AGREEMENT. This amount will not be exceeded without a contract amendment. CITY will pay the ENGINEER hourly, for services identified in Exhibit A, based on ENGINEERS Fee Schedule presented as EXHIBIT C. Subconsultant services will be billed at cost to ENGINEER with a 10 percent handling fee. The Budget is presented for the services of ENGINEER under this AGREEMENT are provided in this Exhibit B. CITY and ENGINEER agree to allow redistribution of funds between Tasks as appropriate to allow flexibility in providing the needed services within the not -to -exceed budget. ENGINEER agrees to complete these services as delineated above. Should there be a Change in Scope of Work or Time of Performance, then this can result in an amendment to this contract which shall be negotiated at that time. The budget assumes that all work will be completed within 365 calendar days from the Notice to Proceed. FNI Professional Agreement Page 22 of 22 FREEAND-02 CDIXON .a►C'ORO CERTIFICATE OF LIABILITY INSURANCE DATE 4/6/2 01DI5 4/6/25 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 r the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Ames 8, Gough PHONE (703) 827-2277 F"X 703 827-2279 8300 Greensboro Drive A/C No Ext : _ (Alc, No): ( ) Suite 980 E-MAIL ouaures Info h.com McLean, VA 22102 ADDRESS: info@amesgough.com INSURER(S) AFFORDING COVERAGE NAIL # INSURER A: Travelers Lloyds Insurance Company INSURED INSURER B: Charter Oak Fire Insurance Company A+ (XV) 25615 Freese and Nichols, Inc. INSURER C:Travelers Indemnity Company 25658 4055 International Plaza, Suite 200 INSURER D: Travelers Casualty & Surety Co. of America A+, XV 31194 Fort Worth, TX 76109 INSURER E: Continental Casualtv Companv (CNA) A(XV) 120443 I INSURER F : j COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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. NSR - 'AOL sm l POLICY EFF �j - POLICY EXP LTR TYPE OF INSURANCE INSD, WND POLICY NUMBER (MMIDD/YYYY) ! (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY _ EACH OCCURRENCE $ 1,000,0 CLAIMS -MADE X❑ OCCUR PACP-3C749897 (TX) 10123/2014 10/23/2015 PREMISES ea occurrence $ 1,000,0 X Contractual Liab. I MED EXP (Any one person) $ 10,0 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO ❑LOC JECT AUTOMOBILE LIABILITY B I X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS X UMBRELLA LIAB X OCCUR C EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $ 10,00.0 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N D ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? N N / A (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E iProfessional E 'Liability 8101179R51A 10/23/2014 10123/2015 t CUP -4C453408 10/23/2014 10/2312015 PERSONAL& ADV INJURY $ 1,000, GENERAL AGGREGATE $ 2,000, PRODUCTS - COMP/OP AGG $ 2,000, ECOMe aBc deDtSINGLE LIMIT $ 1,000, BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident is EACH OCCURRENCE $ 10,000, 1 AGGREGATE Is 10,000, 974T65A 10/23/2014 10123/2015 E.L. EACH ACCIDENT Is 1,0 E.L. DISEASE - EA EMPLOYEd $ 1,0 E.L. DISEASE -POLICY LIMIT 1 $ 1,0 008214422 10123/2014 10123/2015 Per Claim 5,0 008214422 10/23/2014 10/23/2015 'Aggregate 10,0 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) 3olicy Coverage Continued ,ommercial General Liability: All Other States (Occurrence Form) 3olicy Number: 680-3C754140 (AOS) nsurer: Travelers Indemnity Company of Connecticut 3olicy Effective: 10/23/14 1 Policy Expiration: 10/23/15 3olicy Limits: Equal to General Liability Policy listed above ATTACHED ACORD 101 CERTIFICATE HOLDER City of Lubbock Purchasing and Contract Management Office 1625 13th Street, Room 204 Lubbock, TX 79401 CANCELLATION 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 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD A�O AGENCY Ames & Gough POLICY NUMBER EE PAGE 1 CARRIER EE PAGE 1 ADDITIONAL REMARKS AGENCY CUSTOMER ID: FREEAND-02 LOC #: 1 ADDITIONAL REMARKS SCHEDULE H NAMED INSURED Freese and Nichols, Inc. - - 4055 International Plaza, Suite 200 Fort Worth, TX 76109 NAIC CODE SEE P 1 EFFECTIVE D S -PAGE, THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Lialaility, Insurance Description of Operations/LocationsNehicles: RE: Lake Alan Henry Tower and Dam Instrumentation CDIXON Page 1 of 1 Certificate Holder is included as additional insured with respects to General Liability, Auto Liability, and Umbrella Liability when required by written contract. General Liability is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract. Auto Liability, General Liability and Worker's Compensation policies include waiver of subrogation in favor of the certificate holder where permissible by state law and when required by written contract. PL Retro Active Date: 11/01/1965 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY Policy #: PACP3C749897 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II): Any person or organization that you agree in a "contract or agreement requiring insurance" to in- clude as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- jury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products -completed operations hazard". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- erage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; The insurance provided to such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which cover- C. age as an additional insured specifically is added by another endorsement to this Cover- age Part. e. This insurance does not apply to the render- ing of or failure to render any "professional services". f. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF after you have entered into that "contract or agreement requiring insurance". But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily CG D3 81 09 07 © 2007 The Travelers Companies, Inc. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- sonal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Cov- erage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2007 The Travelers Companies, Inc. CG D3 81 09 07 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL AUTO Policy #: 8101174R51A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT — INCREASED LIMIT C. EMPLOYEES AS INSURED I. WAIVER OF DEDUCTIBLE — GLASS D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS E. TRAILERS — INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COV- ERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LI- ABILITY COVERAGE: J. PERSONAL EFFECTS K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while perform- ing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". An "employee" of yours is an "insured" while C. EMPLOYEES AS INSURED operating a covered "auto" hired or rented The following is added to Paragraph A.1., Who Is under a contract or agreement in that "em- An Insured, of SECTION II — LIABILITY COV- ployee's" name, with your permission, while ERAGE: CA T4 20 07 10 © 2010 The Travelers Indemnity Company All rights reserved, Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission COMMERCIAL AUTO Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION II — LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION II — LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. E. TRAILERS — INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I — COVERED AUTOS: 1. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" in any one "accident" to a hired, rented or borrowed "auto" is the lesser of: (a) $50,000; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT— INCREASED LIMIT Paragraph C.2.. Limit Of Insurance, of SEC- TION III — PHYSICAL DAMAGE COVERAGE is deleted. I. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL EFFECTS The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Effects Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "insured'; and (2) In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Effects cover- age. Page 2 of 3 © 2010 The Travelers Indemnity Company. All rights reserved. CA T4 20 07 10 Includes copyrighted material of Insurance Services Office, Inc. with its permission. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to 'loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of 'loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one 'loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total 'loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and COMMERCIAL AUTO (2) Any: (a) Overdue lease or loan payments at the time of the 'loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident' or 'loss", pro- vided that the "accident' or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CA T4 20 07 10 © 2010 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. TRAVELERS, WORKERS COMPENSATION AND ONE TOWER SQUARE HARTFORD, CT 06183 EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 42 03 04 (A) — 001 POLICY NUMBER: XCUB3974T65A 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: ALL TEXAS OPERATIONS 3. Premium: The premium charge for this endorsement shall be 2.0 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 describe. 4. Advance Premium: $ SEE SCHEDULE DATE OF ISSUE: 10-23-14 ST ASSIGN: Page 1 of 1