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HomeMy WebLinkAboutResolution - 2013-R0305 - Contract - Freese And Nichols Inc.- Pump Station Intake Metering Project Design - 11/26/2013Resolution No. 2013-RO305 September 26, 2013 Item No. 5.10 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. Professional Services Contract for the electrical, instrumentation and SCADA design for the pump station intake metering project, by and between the City of Lubbock and Freese and Nichols, Inc. of Fort Worth, Texas, 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 September 26, 2013 "�o lAe GL C. ROBER SON, MAYOR ATTEST: gebqcca Garza, City, ecre APPROVED AS TO CONTENT: f R. Keith Smith, P.E., Director of Public Works APPROVED AS TO FORM: Chad Weaver, Assistant City Attorney vw:ccdocs'RES. PSC -Freese & Nichols August 26, 2013 City of Lubbock, TX Capital Project Project Cost Detail July 1, 2013 Capital Project Number: 91033 Capital Project Name: Pumping System Replacement Budget Encumbered/Expended Staff Salaries 15,306 Professional Services 1,416 Advertisement 7 Misc Expenses 10 Agenda Item July 25th, 2013 FNI Engineering Services Contract 164,437 Encumbered/Expended to Date 181,177 Estimated Costs for Remaining Appropriation Uncommitted 1,725,698 Remaining Appropriation 1,725,698 Total Appropriation To Date $ 1,906,875 Resolution No. 2013—RO305 PROFESSIONAL SERVICES CONTRACT STATE OF TEXAS § COUNTY OF LUBBOCK § This contract, (the "Contract" or "Agreement"), effective as of the2fLth day of Spur mh r 2013 (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 Design of the Pump Station Intake Metering Project (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 180 days, as set forth in Exhibit "A", attached hereto 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 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 any increase in the amount of the consideration must be approved by the City acting through its governing body. 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 Basic Services based on hourly rates an amount not to exceed $164,437 per 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 1 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 or equity, including without limitation, termination of this Contract and assertion of action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any other 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. 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. 2 ARTICLE VI. SCOPE OF WORK ENGINEER shall accomplish the following: Professional Engineering Services related to the Pump Station Intake Metering Project, as defined in Exhibit "A," "Scope of Work". 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 an 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, 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. Except for Professional Liability, the policies will be written on an occurrence basis, subject to the following minimum limits of liability: Commercial General Liability: Combined Single Limit: $1,000,000 Professional Liability: Combined Single Limit: $1,000,000 Automobile Liability: Combined Single Limit for any auto: $500,000 Per Occurrence Engineer shall further cause any approved subcontractor or subconsultant to procure and carry, during the term of this Agreement, Professional Liability coverage, as specified above for Engineer, protecting City against direct losses caused by the professional negligence of the approved subcontractor or subconsultant. The City shall be listed as a primary 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. The Certificate shall provide 30 3 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. 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 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. 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 OF TERMINATION OF THIS AGREEMENT. 4 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); (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: Jeffrey N. Hensley, P.E. 4055 International Plaza, Suite 200 Fort Worth, Texas 76109 Telephone: (817) 735-7369 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 79401 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. 5 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. D. Assignability. ENGINEER may not assign this Contract without the prior written approval of the City. E. 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 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 and/or circumstances other than those with respect to which it is held invalid or ineffective shall not be affected thereby. 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. I. Entire Agreement. This Contract, including Exhibits "A," 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. A L. Notice of Waiver. A waiver by either City or ENGINEER of a breach of this Agreement must be in writing 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. EXECUTED as of the Effective Date hereof. ATTEST: Retie a Garza, City Secretary APPROVED AS TO CONTENT: L. Wood Franklin, P.E., City Engineer J n Turpin, P.E., C nater Utilities Engineer APPROVED AS TO FORM: 61"'.1 4-,L� Chad Weaver, Assistant City Attorney CITY OF LUBBOCK Glen C. Robertson, Mayor FREESE AND NICHOLS, INC. By: Na e: Donald ame, P.E. Title: Principal EXHIBIT A SCOPE OF SERVICES FOR PUMP STATION INTAKE METERING GENERAL: The Pump Station Intake Metering Project includes the following: • Design of Electrical, Instrumentation, and SCADA for flow meters/vaults at the following sites: —Pump Station No.8 —Pump Station No.6 —Pump Station No.4 —Pump Station No.3 —North Side (between Pump Station 3,4, & 9) Bid and Construction Phase Services for the sites listed above. All items within this project scope shall be "as needed". The OWNER reserves the right to remove specific items in this Scope at the discretion of the City's OWNER'S Representative. The OWNER shall provide the following items for the development of the Project: 1. Pay for all permits, mitigation cost, utilities, and electric power service costs. BASIC SERVICES: The Basic Services include project administration, preliminary investigations, preparation of detailed design and construction documents. FNI shall render the following professional services in connection with the development of the Project: A. PROJECT MANAGEMENT: FNI will provide the following as part of the Basic Services of The Project: 1. Attend a kick-off meeting to clarify OWNER'S requirements for the project, review pertinent data, review project staffing and organization, and present the initial work plan and schedule. 2. Provide administration and management of The Project. Review ongoing activities of all parties. Monitor schedule monthly. Monitor and update budget at milestones. 3. Assist the OWNER with coordination of start-up, and other issues. A total of four meetings, with one of the meetings being the kickoff meeting, are included. 4. Provide monthly update reports which include the following: • Status of the work • Major tasks to be completed in the next month • Discussion of major issues • Scope changes to project scope or Engineer's scope • Project budget update (if major changes since the last update) • Project schedule update (if major changes since the last update) • Status of deliverables B. FINAL DESIGN PHASE: FNI will provide the following as part of the final design phase: Obtain and review OWNER -furnished front end documents, general conditions, and special conditions for the construction contracts. Meet with OWNER to resolve review comments, and revise OWNER's standard documents accordingly. 2. Prepare plans, specifications, contract documents, designs, and layouts of improvements to be constructed. 3. Advise OWNER of need for and recommend scope of additional Special Services. The cost of any additional special services shall be paid by OWNER and are not included in the services performed by FNI unless they are included pursuant to Exhibit A — Special Services. 4. Furnish necessary information to utility companies whose facilities may be affected or services may be required for the Project. 5. 95% Review for Flow Meter Vaults: Furnish OWNER one (1) PDF copy of preliminary (95%) plans, technical specifications, marked "Preliminary" for approval by OWNER. FNI will meet with the OWNER to present the preliminary plans and specifications and receive comments for each meter vault site. Upon final approval by OWNER, FNI will complete the plans and specifications and provide OWNER four (4) sets of copies of "Final" plans (full size) and specifications and one (1) PDF copy of plans and specifications. Review documents will include all drawing sheets and specifications with some minor corrections and notes still remaining. 6. Assist the City in preparing bidder's proposal forms (project quantities) of the electrical, instrumentation, and SCADA improvements to be constructed. 7. Prepare opinion of probable construction cost at 95% Reviews and 100% Submittal, if any changes occur. C. BID AND AWARD PHASE: Bid and Award Phase Services are included and shall include the following: 1. Prepare Addendums 2. Answer questions from bidders D. CONSTRUCTION PHASE SERVICES: Construction Phase Services are included and shall include the following: 1. Reviewing shop drawings for items associated with the Electrical, Instrumentation, and SCADA design. 2. Answering Contractor RFIs 3. Conducting one site visit per flow meter vault site to develop punch list TIME OF COMPLETION: 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: • 95% Flow Meter Design - Submit 95% review submittal within 30 calendar days of written notice to proceed for each meter vault site. • Final Flow Meter Design - Submit final design submittal within 10 calendar days of design submittal review meeting with the City. The above schedule is based upon OWNER review of the 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. 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, governmental approvals, etc. These delays may result in an adjustment to compensation. DESIGNATED REPRESENTATIVES: FNI and OWNER designate the following representatives: Owner's Designated Representative — John Turpin, 1625 13th Street, Lubbock, Texas 79401; Phone 806- 775-2342; email: JTurpin@mail.ci.lubbock.tx.us Owner's Project Manager — Greg Baier, 1625 13th Street, Lubbock, Texas 79401; Phone 806-775-2394; email: GBaier@mail.ci.lubbock.tx.us Freese and Nichols Project Manager: Jeff Hensley, 4055 International Plaza, Suite 200, Fort Worth, Texas 76109-4895; Phone: 817-735-7300, Fax: 817-735-7491; email: jnh@freese.com Freese and Nichols Accounting Representative: Sharon James, 4055 International Plaza, Suite. 200, Fort Worth, Texas 76109-4895; Phone: (817)735-7300, Fax: (817)735-7491; email: sdj@freese.com 10 EXHIBIT A, PART 2 - ADDITIONAL SERVICES PUMP STATION INTAKE METERING ADDITIONAL SERVICES: Additional Services to be performed by FNI, if authorized by OWNER, which are not included in the above described basic services, are described as follows: A. Conducting topographical site surveys. B. GIS mapping services or assistance with these services. C. Making property, boundary and right-of-way surveys, preparation of easement and deed descriptions, including title search and examination of deed records. D. 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. E. Providing renderings, model, and mock-ups requested by the OWNER. F. 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. G. 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. H. 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. I. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. J. 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. K. Conducting pilot plant studies or tests. L. Design of alternates for alternate bidding. M. 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. N. Furnishing Special Inspections required under chapter 17 of the International Building Code. These Special Inspections are often continuous, requiring an inspector dedicated to inspection of the individual work item, and they are in additional to General Representation and Resident Representation services noted elsewhere in the contract. These continuous inspection services can be provided by FNI as an Additional Service. O. 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). 11 P. Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications. Q. 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. R. 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. S. 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. 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. V. Additional compensation may be requested by FNI if the project is unduly prolonged due to delays beyond the control of FNI. W. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. 12 EXHIBIT A, PART 3 — OWNER'S RESPONSIBILITIES PUMP STATION INTAKE METERING RESPONSIBILITIES OF OWNER: OWNER shall perform the following in a timely manner so as not to delay the services of FNI: A. 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. B. 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. C. 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. D. 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. E. 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 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. F. 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. G. Provide such accounting, independent cost estimating and insurance counseling services as may be required for the Project, such legal services as OWNER may require or FNI may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing service as OWNER may require to ascertain how or for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as OWNER may require to ascertain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing the work. H. Review the draft plans and specifications and provide comments to FNI. Furnish, or direct FNI to provide, Additional Services as stipulated in Exhibit A, Part 2 of this AGREEMENT or other services as required. The OWNER reserves the right to direct substantial revision of the Plans and Specifications after approval by the OWNER as OWNER may deem necessary, but in such event the OWNER shall pay FNI just and equitable compensation for services rendered in making such revisions. OWNER shall not be obligated to pay FNI for said revisions should they be necessary as a result of the design and/or Contract Documents being in any manner defective or deficient. K. Bear all costs incident to compliance with the requirements of OWNER'S responsibilities. 13 EXHIBIT B - BUDGET CITY and ENGINEER have established a not -to -exceed budget of $164,437.00 to complete all services under this Task Order. 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 D. Subconsultant services will be billed at cost to ENGINEER with a 10 percent handling fee. Other direct expenses are reimbursed at actual cost times a multiplier of 1.10. They include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from the FNI office and other miscellaneous expenses directly related to the work, including costs of laboratory analysis, test, and other work required to be done by independent persons other than staff members. For Resident Representative services performed by non-FNI employees and CAD services performed In-house by non-FNI employees where FNI provides workspace and equipment to perform such services, these services will be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was performing the same or similar services. The Budget is presented in Exhibit C. 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. This contract assumes that all work will be completed within 180 days from the Notice to Proceed. FNI Professional Agreement Page 14 of 15 EXHIBIT C This Exhibit C is part of the Agreement, between Freese and Nichols, Inc. (FNI) (the "Engineer") and the City of Lubbock (the "City") for the Project generally described as: Pump Station Intake Metering 1. Budget Amount by Scope Item Task Task No. Task Name Budget 1 Kick -Off Meeting (1)/Design $10,400 Development 2 Data Gathering $18,119 3 95% & 100% Plans/Specifications $69,237 4. Meetings (3)/Communications $22,067 5. Bid & Construction Phases $44,614 TOTAL (Not to Exceed) $164,437 FNI Professional Agreement Page 15 of 15 Rates for In -House Services Technology Charae Bulk Printina and Reproduction ATTACHMENT CO Black and White COMPENSATION Compensation to Freese and Nichols shall be based on the following Schedule of Charges: Not to Exceed: The total fee for Basic Services in Attachment SC shall be computed on the basis of the Schedule of Charges, but shall not exceed One Hundred and Sixty Four Thousand Four Hundred Thirty Seven Dollars ($164,437.00). If FNI sees the Scope of Services changing so that Additional Services are needed, including but not limited to those services described as Additional Services in Attachment SC, FNI will notify OWNER for OWNER's approval before proceeding. Additional Services shall be computed based on the Schedule of Charges. $2.50 per plot Schedule of Charges: Plot - Color $5.75 per plot Position Rate Position Rate PRINCIPAL 388.50 3D VISUALIZATION COORDINATOR 178.50 GROUP MANAGER 247.00 ENVIRONMENTAL SCIENTIST VII 228.90 ENGINEER VIII 269.85 ENVIRONMENTAL SCIENTIST VI 199.50 ENGINEER VII 263.55 ENVIRONMENTAL SCIENTIST V 168.00 ENGINEER VI 236.25 ENVIRONMENTAL SCIENTIST IV 147.00 ENGINEER V 185.00 ENVIRONMENTAL SCIENTIST III 126.00 ENGINEER IV 169.05 ENVIRONMENTAL SCIENTIST II 88.20 ENGINEER III 150.15 ENVIRONMENTAL SCIENTIST I 87.15 ENGINEER II 141.75 ARCHITECT VI 201.60 ENGINEER I 116.55 ARCHITECT 182.70 ELECTRICAL ENGINEER VI 222.60 ARCHITECT IV 147.00 ELECTRICAL ENGINEER V 182.70 ARCHITECT III 140.70 ELECTRICAL ENGINEER IV 144.90 ARCHITECT II 113.40 ELECTRICAL ENGINEER III 136.50 ARCHITECT I 97.65 ELECTRICAL ENGINEER II 132.30 PLANNER VI 213.15 ELECTRICAL ENGINEER I 124.95 PLANNER V 163.80 MECHANICAL ENGINEER VI 215.25 PLANNER IV 129.15 MECHANICAL ENGINEER V 191.10 PLANNER III 117.60 MECHANICAL ENGINEER IV 166.95 PLANNER I 96.60 MECHANICAL ENGINEER III 147.00 HYDROLOGIST V 184.80 PROGRAM MANAGER II 222.60 HYDROLOGIST IV 144.90 CONSTRUCTION CONTRACT ADMIN III (QC) 184.28 HYDROLOGIST III 133.35 CONSTRUCTION CONTRACT ADMIN III (Spec. Insp) 147.26 HYDROLOGIST II 121.80 CONSTRUCTION CONTRACT ADMIN III (CM) 136.50 SENIOR GEOLOGIST 142.80 CONSTRUCTION CONTRACT ADMIN III (Sr. RPR) 105.00 GEOTECHNICAL ENGINEER VI 236.25 CONSTRUCTION CONTRACT ADMIN II (PS RPR) 126.00 PUBLIC INVOLVEMENT COORDINATOR 134.40 CONSTRUCTION CONTRACT ADMIN I (DCS II) 111.30 WEB SERVICES ADMINISTRATOR 157.50 CONSTRUCTION CONTRACT ADMIN I (RPR) 99.75 WORD PROCESSING/SECRETARIAL 80.85 CONSTRUCTION CONTRACT ADMIN I (JR PS RPR) 115.50 OPERATIONS ANALYST 145.95 DOCUMENT CONTROL CLERK 106.05 CONTRACT ADMINISTRATOR 92.40 SR DESIGNER 196.35 INFORMATION SERVICES ADMINISTRATOR 79.80 DESIGNER II 158.55 INFORMATION SERVICES CLERK III 63.00 DESIGNER 1 136.50 INFORMATION SERVICES CLERK II 58.80 CADD DESIGNER 168.00 INFORMATION SERVICES CLERK 1 57.75 TECHNICIAN IV 142.80 CO-OP 70.35 TECHNICIAN III 114.45 TECHNICIAN II 95.55 TECHNICIAN 1 73.50 GIS COORDINATOR 144.90 GIS ANALYST IV 131.25 GIS ANALYST III 108.15 GIS ANALYST II 96.60 GIS ANALYST I 72.45 Rates for In -House Services Technology Charae Bulk Printina and Reproduction $8.50 per hour Black and White $0.10 per copy Color $0.50 per copy Travel Plot - Bond $2.50 per plot Standard IRS Rates Plot - Color $5.75 per plot Plot - Other $5.00 per plot Binding $5.75 per book OTHER DIRECT EXPENSES: Other direct expenses are reimbursed at actual cost times a multiplier of 1.10. They include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from the FNI office and other miscellaneous expenses directly related to the work, including costs of laboratory analysis, test, and other work required to be done by independent persons other than staff members. For Resident Representative services performed by non-FNI employees and CAD services performed In-house by non- FNI employees where FNI provides workspace and equipment to perform such services, these services will be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was performing the same or similar services. FNI 42--t OWNER oW I i ,e I i yg s � 3 w iMilliHill w � � Qg ❑ �t puu a ; � 0. - LLiu-ffi � _ u a A 3 _ .-6— a oW I i ,e I i yg s � 3 w w � � Qg ❑ �t puu a ; � 0. - LLiu-ffi � _ u a A 3 _ .-6— a ACCORCERTIFICATE OF LIABILITY INSURANCE D07/03IDD/Y3 07/03/2013 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 1-703-827-2277 Ames & GoughP CONTACT ONE FAX 703-827-2277 AIC. IC No: 703-827-2279 E-MAIL h.com admin®amee ou ADDRESS: admin@ameagough.com 8300 Greensboro Drive Suite 980 X McLean, VA 22102 INSURERS AFFORDING COVERAGE NAIC # INSURER A: TRAVELERS IND CO OF AMER 25666 10/23/'13 INSURED INSURER B: CHARTER OAR FIRE INS CO 25615 Freese and Nichols, Inc. INSURERC: TRAVELERS IND CO 25658 INSURER D: TRAVELERS PROP CAS CO OF AMER 25674 4055 International Plaza Suite 200 Fort Worth, TX 76109 INSURER E: CONTINENTAL CAB CO 20443 PREMISES Ea ocDAMAGE TO RENTEDcurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 INSURER F COVFROGFR CFRTIFICOTF NIIMRFR- 34644718 RFVIAION NIIMRFR- 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 OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MM/DD LIMITS A GENERAL LIABILITY X X PACP3C749897 10/23/1 10/23/'13 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES Ea ocDAMAGE TO RENTEDcurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 CLAIMS -MADE X OCCUR PERSONAL & ADV INJURY $ 1,000,000 GENERALAGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2.000,000 GEN'LAGGREGATE LIMIT APPLIES PER, POLICY X PRO- X LOC $ B AUTOMOBILE LIABILITY X X 8101179RSIA 10/23/12 10/23/13 COMBINED SINGLE LIMIT 1,000,000 Ea accident BODILY INJURY (Per person) $ X AP)Y AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Peraccident) X NON -OWNED HIRED AUTOS X AUTOS C X UMBRELLA LIAB [IX OCCUR COP4C453408 10/23/1 10/23/13 EACH OCCURRENCE $10,000,000 AGGREGATE $ 10, 000, 000 X EXCESS LIAB CLAIMS -MADE DED I I RETENTION 10000 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITYDRY ANY PROPRIETOR/PARTNER/EXECUTIVE� X a UB3974T65A 10/23/1 10/23/13 X WCSTATU- OTH- LIMI ER E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory In NH) Use describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 E PROFESSIONAL LIABILITY AEH 00 821 44 22 10/23/1 10/23/13 Per Claim 5,000,000 Annual Aggregate 10,000,000 a DESCRIPTIONOF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, AdditionAl Remarks Schedule, if more space Is required) Preliminary Design of the Southeast Water Reclamation Plant Emergency Generator & Switchgear Project The City and its employees, officers, officials, agents and volunteers are included as additional insureds with respect to General and Auto Liability. Waiver of Subrogation applies to General, Auto, and Workers Compensation as required by written contract and allowed by law. 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 where required by written contract. CERTIFICATE HOLDER CANCELLATION City of Lubbock Purchasing and Contract Management Office 1625 13th Street, Room 204 Lubbock, TX 79401 USA 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 Y44WIP J- 16�� ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD FreeseNichols 34644718 COMMERCIAL GENERAL LIABILITY 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. 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- 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 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; 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. C. 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 8109 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 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 C. EMPLOYEES AS INSURED 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 11 — LIABILITY COW 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 it. B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LI- ABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in that "em- ployee's" name, with your permission, while EQUIPMENT — INCREASED LIMIT I. WAIVER OF DEDUCTIBLE —GLASS 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.S., 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". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COV- ERAGE: CA T4 20 07 10 ® 2010 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted materiel 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 ball 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.I. 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 A.4., 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 (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". (c) The cost of repairing or replacing the This coverage only applies in the event of a total damaged or stolen property with other theft of your covered "auto". property of like kind and quality. No deductibles apply to Personal Effects cover - (2) An adjustment for depreciation and physical age. condition will be made in determining actual cash value in the event of a total "loss". Page 2 of 3 ® 2010 The Travelers Indemnity Company. All rights reserved. CA T4 20 07 10 Includes copyrighted material of Insurance Services Office, Ina 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 pald 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.S., 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 0710 ® 2010 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc, with its permission. TRAVELERS COMPENSATION WORKERS AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD, Cr 06183 ENDORSEMENT WC 42 03 04 (A) — 001 POLICY NUMBER: (RSUS-3974T65-A-12) 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 ® Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to fumish this waiver. 2. Operations: ALL TERAS 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) arlsing out of the operations describe. 4. Advance Premium: $ SEE SCHEDULE DATE OF ISSUE: 10-22-12 ST ASSIGN: Page 1 of 1 TRAVELERS J WORKERS COMPENSATION AND on T0WIR 8QMM EMPLOYERS LIABILITY POLICY MUMFORD, CT 06183 ENDORSEMENT WC 42 06 01 (00) - 001 POLICY NUMBER: (xSUB-3974T65-A-12) TEXAS NOTICE OF MATERIAL CHANGE ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in item 3.A. of the Information Page. In the event of cancelation or other material change of the policy, we will mail advance notice to the person or organization named in the Schedule. The number of days advance notice is shown in the Schedule. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE 1. NUMBER OF DAYS ADVANCE NOTICE: 30 (or *•) 2. NOTICE WILL BE MAILED TO: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OR MATERIAL LIMITATIONS OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR MATERIAL LIMITATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS ** Number of days Notice specified in the Certificate of Insurance to all holders of such certificates. DATE OF ISSUE: 10 -22 -12 ST ASSIGN: ., TRAVELERS WORKERS COMPENSATION AND ONE TOM SQUARE EMPLOYERS LIABILITY POLICY HARTFORD, CT 06183 ENDORSEMENT WC 00 0313 (00)-01 POLICY NUMBER: (XSUB-3974T65-A-12) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: 10-22-12 ST ASSIGN: