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AGREEMENT FOR PROFESSIONAL SERVICES - RFQ 34-23 (23) DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 Agreement For Professional Services RFQ #34-23 This AGREEMENT is made and entered into on the ?Oth day of 1 u l y 2023 by and between the City of Clearwater, Florida (CITY) and TIERRA, INC (CONSULTANT)with an effective date August 1, 2023. WITNESSETH: WHEREAS, the CITY desires to engage the CONSULTANT to perform certain professional services pertinent to such work in accordance with this Agreement; and WHEREAS,the CONSULTANT desires to provide such professional services in accordance with this Agreement; and WHEREAS, in accordance with the competitive selection process described in Section 287.055 of the Florida Statutes, the CITY selected the CONSULTANT based on Request for Qualifications ("RFQ") #34-23 and responses by the CONSULTANT to RFQ #34-23. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties agree that the above terms,recitals, and representations are true and accurate and are incorporated herein by reference, and the Parties further agree as follows: 1.0 GENERAL SCOPE OF THIS AGREEMENT The relationship of the CONSULTANT to the CITY will be that of a professional consultant, and the CONSULTANT will provide the professional and technical services required under this Agreement in accordance with acceptable engineering practices, by exercising the skill and ability ordinarily required of engineers performing the same or similar services, under the same or similar circumstances, in the State of Florida, and ethical standards. 2.0 PROFESSIONAL TECHNICAL SERVICES 2.1 It shall be the responsibility of the CONSULTANT to work with and for the CITY to perform an array of services for the City as set forth in RFQ #34-23, Scope of Services. 2.2 The CONSULTANT'S services under this Agreement will be provided under a project specific Work Order(s). Each Work Order will include the services for a single project, phase, task or assignment, and will contain a mutually agreed-upon detailed scope of services, project goals, fee and schedule of performance in accordance with applicable fiscal and budgetary constraints. Work Orders will be incorporated by reference and attached hereto this Agreement. I DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 Total compensation for all services shall not exceed $ 100,000.00 unless specifically authorized by the City Council. See Work Order Template attached hereto as Exhibit A. 2.3 The CONSULTANT shall maintain an adequate and competent staff of professionally qualified personnel available to the CITY for the purpose of rendering the required engineering and/or consultant services hereunder and shall diligently execute the work to meet the completion time established in the Work Orders. The CONSULTANT shall notify the CITY by U.S. Mail addressed to the City Engineer of any changes in company contact information, including but not limited to contact phone, address, project manager, email addresses, etc. 2.4 The CITY reserves the right to enter into contracts with other engineering and/or architect firms for similar services. The CONSULTANT will, when directed to do so by the CITY, coordinate and work with other engineering and/or architectural firms retained by the CITY. 2.5 The CITY reserves the right to remove any and all projects, phases, tasks, or assignments related to this Agreement. The CITY further reserves the right to enter into contracts with other engineering firms for services related to such projects,phases, tasks, or assignments. The CONSULTANT will, when directed to do so by the CITY, coordinate and work with other firms retained by the CITY. 3.0 PERIOD OF SERVICES 3.1 The CONSULTANT shall begin work promptly after receipt of a fully executed Work Order. Receipt of a fully executed Work Order shall constitute written notice to proceed. 3.2 If the CONSULTANT'S services are delayed for reasons beyond the CONSULTANT'S control, the time of performance shall be adjusted as appropriate. 3.3 It is the intent of the parties hereto that this Agreement continue in force for a period not to exceed four 4 years effective August 1, 2023, subject to the provisions for termination contained herein. Assignments that are in progress at the Termination Date shall be completed by the CONSULTANT unless specifically terminated by the CITY. Should the CONSULTANT be in the progress of completing work under this Agreement at the Termination Date, this Agreement shall continue with all terms, conditions and obligations being in full force and effect until such time as the work is completed. All provisions expressly intended to survive termination shall do so. 4.0 PROFESSIONAL SERVICES/CONSULTANT'S COMPETITIVE NEGOTIATION ACT (CCNA) Professional Services provided under this Agreement are within the scope of the practice of architecture, landscape architecture,professional engineering, or registered land 2 DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 surveying and mapping, as defined by the laws of the State of Florida. Provisions of F.S. 287.055 apply. 5.0 GENERAL CONSIDERATIONS 5.1 All documents including field books, drawings, specifications, calculations, geotechnical investigation reports, etc., used in the preparation of the work shall be supplied by the CONSULTANT and shall become the property of the CITY. The CITY acknowledges that such documents are not intended or represented to be suitable for use by the CITY or others for purposes other than those for which the documents are prepared. Any reuse of these documents without written verification or adaptation by the CONSULTANT for the specific purpose intended will be at the CITY's sole risk without liability or legal exposure to the CONSULTANT. 5.2 The CONSULTANT shall prepare preliminary construction cost estimates with each design submittal to verify the proposed design is within the City project budgets. The CONSULTANT shall prepare a final estimate of probable construction costs, following CITY approval of the bid documents and other pre-bid activities. The CITY hereby acknowledges that estimates of probable construction costs cannot be guaranteed, and such estimates are not to be construed as a promise that designed facilities will not exceed a cost limitation. 5.3 The CONSULTANT will provide expert witnesses, if required, to testify in connection with any suit at law. A supplemental agreement will be negotiated between the CITY and the CONSULTANT describing the services desired and providing a basis for compensation to the CONSULTANT. 5.4 Upon the CONSULTANT'S written request,the CITY will furnish or cause to be furnished such reports, studies, instruments, documents, and other information as the CONSULTANT and CITY mutually deem necessary. 5.5 The CITY and the CONSULTANT each bind themselves and their successors, legal representatives, and assigns to the other party to this Agreement and to the partners, successors, legal representatives and assigns of each other party, in respect to all covenants of this Agreement; and, neither the CITY nor the CONSULTANT will assign or transfer its interest in this Agreement without written consent of the other. 5.6 To the fullest extent permitted by law, the CONSULTANT agrees to indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of this CONSULTANT under this AGREEMENT. Notwithstanding any provision herein to the contrary, this paragraph shall not be construed as a waiver of any immunity to which CITY is entitled or the extent of any limitation of liability pursuant to § 768.28, Florida Statutes. Furthermore, this provision is not intended to nor shall it be interpreted as limiting or in any way affecting any defense CITY may have under § 768.28, Florida Statutes or as 3 DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 consent to be sued by third parties. The obligations under this paragraph shall expressly survive termination or expiration of this Agreement. 5.7 The CONSULTANT agrees not to engage the services of any person or persons in the employ of the CITY to an allied capacity, on either a full or part-time basis, on the date of the signing of this Agreement, or during its term. 5.8 Key personnel assigned to CITY projects by the CONSULTANT shall not be removed from the projects until alternate personnel acceptable to the CITY are approved in writing by the CITY. Key personnel are identified as: Project Manager and technical experts. 5.9 The CONSULTANT shall attach a brief status report on the projects with each requestfor payment. 5.10 Unless otherwise required by law or judicial order, the CONSULTANT agrees that it shall make no statements, press releases or other public communication concerning this Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data,technical processes, business affairs or other information obtained or furnished in the conduct of work under this Agreement without first notifying the CITY and securing its consent in writing. The CONSULTANT also agrees that it shall not publish copyright or patent any of the site-specific data or reports furnished for or resulting from work under this Agreement. This does not include materials previously or concurrently developed by the CONSULTANT for "In House" use. Only data and reports generated by the CONSULTANT under this Agreement shall be the property of the CITY. 5.11 Public Records. The CONSULTANT will be required to comply with Section 119.0701, Florida Statutes, as may be amended from time to time, specifically to: IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: 727-562-4092, Rosemarie.Call@myclearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. CONSULTANT shall comply with the following: a) Keep and maintain public records required by the City of Clearwater (hereinafter "public agency") to perform the service being provided by the contractor hereunder. b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. 4 DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 C) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d) Upon completion of the contract, transfer,at no cost,to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract,the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. e) A request to inspect or copy public records relating to a public agency's contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request and the contractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. f) The contractor hereby acknowledges and agrees that if the contractor does not comply with the public agency's request for records, the public agency shall enforce the contract provisions in accordance with the contract. g) A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under Section 119.10,Florida Statutes. h) If a civil action is filed against a contractor to compel production of public records relating to a public agency's contract for services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable attorney fees, if: 1. The court determines that the contractor unlawfully refused to comply with the public records request within a reasonable time; and 2. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the contractor has not complied with the request, to the public agency and to the contractor. 5 DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 i) A notice complies with subparagraph (h)2. if it is sent to the public agency's custodian of public records and to the contractor at the contractor's address listed on its contract with the public agency or to the contractor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. A contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. 6.0 COMPENSATION 6.1 The CONSULTANT shall be compensated for services rendered under this Agreement in accordance with the provisions of each Work Order, upon presentation of CONSULTANT'S invoice and as provided in this Agreement(attached as Exhibit B). 6.2 Compensation for services shall be invoiced by the CONSULTANT and paid by the CITY in accordance with the Florida Local Government Prompt Payment Act, § 218.70, Florida Statutes. 6.3 The CONSULTANT agrees to allow full and open inspection of payroll records and expenditures in connection with hourly rate and cost-plus fixed fee work assignments upon request of the CITY. 7.0 PROHIBITION AGAINST CONTINGENT FEES The CONSULTANT warrants that it has not employed or retained any company or person, other than abona fide employee working solely for the CONSULTANT to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working for the CONSULTANT any fee, commission, percentage, gift, or any other consideration, contingent upon orresulting from the award or making of this Agreement. 8.0 TERMINATION FOR CAUSE This Agreement may be terminated by either party with seven (7) days prior written notice, in the event of substantial failure to perform in accordance with the terms hereof by the other party through no fault of the terminating party. If this Agreement is terminated, the CONSULTANT shall be paid in accordance with the provisions of outstanding Work Orders for all work performed up to the date of termination. 9.0 SUSPENSION, CANCELLATION, OR ABANDONMENT If the project described in any Work Order is suspended, canceled, or abandoned by the CITY, without affecting any other Work Order or this Agreement, the CONSULTANT shall be given five (5) days prior written notice of such action and shall be compensated Vv2015.mm DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 for professional services provided up to the date of suspension, cancellation, or abandonment. 10.0 GOVERNING LAW This Agreement shall be administered and interpreted under the laws of the State of Florida. The exclusive venue for any proceeding or suit in law or equity arising from or incident to this Agreement will be in Pinellas County Florida. 11.0 TERMINATION FOR CONVENIENCE Either the CITY or the CONSULTANT may terminate the Agreement at any time by giving written notice to the other of such termination and specifying the effective date of such termination at least thirty (30) days before said termination date. If the Agreement is terminated by the CITY as provided herein, the CONSULTANT will be paid for services rendered through the date of termination. 12.0 PUBLIC ENTITY CRIMES Pursuant to Florida Statute § 287.132-133, the City of Clearwater, as a public entity, may not accept any proposal from, award any contract to, or transact any business in excess of the threshold amount provided in § 287.017,F.S.,for Category Two(currently $35,000) with any person or affiliate on the convicted vendor list for a period of 36 months from the date that person or affiliate was placed on the convicted vendor list unless that person of affiliate has been removed from the list pursuant to § 287.133 (3)(f), F.S. By submitting a proposal, CONSULTANT is certifying that Florida Statute 287.132 and 287.133 does not restrict submission. 13.0 SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS The CONSULTANT will be required to comply with Section 287.135, Florida Statues, specifically by executing the forms provided (attached as Exhibit C). 14.0 RFQ #34-23, TERMS AND CONDITIONS All terms and conditions as set forth in RFQ #34-23, Terms of Conditions are incorporated by reference (attached as Exhibit D). 15.0 ORDER OF PRECEDENCE Any inconsistency in documents relating to this Agreement shall be resolved by giving precedence in the following order: (i)this Agreement and subsequent Amendments; (ii) RFQ#34-23, Terms and Conditions; and (iii) Work Orders. 16.0 INSURANCE REQUIREMENTS Insurance Requirements are set forth in Exhibit E, which is incorporated by reference (attached as Exhibit E). . Vv2015.mm DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 17.0 TERMINATION FOR LACK OF FUNDING The CITY'S performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Clearwater City Council. In the event the Clearwater City Council does not appropriate funds for CITY to perforin its obligations hereunder, CITY may terminate this Agreement upon thirty (30) days written notice to CONSULTANT. 18.0 E-VERIFY CONSULTANT and its Subcontractors shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees. CONSULTANT will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E-Verify system. Subcontractor must provide CONSULTANT with an affidavit stating that Subcontractor does not employ, contract with, or subcontract with an unauthorized alien. CONSULTANT shall maintain a copy of such affidavit. The CITY may terminate this Agreement on the good faith belief that CONSULTANT or its Subcontractors knowingly violated Florida Statutes 448.09(1)or 448.095(2)(c). If this Agreement is terminated pursuant to Florida Statute 448.095(2)(c), CONSULTANT may not be awarded a public contract for at least 1 year after the date of which this Agreement was terminated. CONSULTANT is liable for any additional costs incurred by the CITY as a result of the termination of this Agreement. See Section 448.095, Florida Statutes (2020). [Remainder of Page Intentionally Left Blank] Vv2015.mm DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date and year first above written. Tierra, INC. ( Consultants ) By: Print Name: Larry Moore, P.E. Title: Vice President WITNESS: _... By: < t. Print Name: Ashley Arnold Countersigned: CITY OF CLEARWATER Eb DocuSigned by: DocuSigned by: via ' 9"Sf Ew�v�i�c v �bivVit V -4693D698D40D-027... £95F6BEe48-544D... Brian Aungst Sr. Jennifer Poirrier Mayor City Manager DS Approved as to form: Attest: r DocuSi DocuSigned by, DocuSigned by: g t,vV4 SIw��Sbin �.uQQ, Jerrod Simpson Rosemarie Call Sr. Assistant City Attorney City Clerk Vv2015.mm DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 [Consultant Logo] BRIGHT AND BEACMFl BAY To BEACH [Consultant Name] City of Clearwater EXHIBIT CONSULTANT WORK ORDER [Supplement Number] (Identify if applicable) able) Date: ] 1. PROJECT INFORMATION: Project Title: [Project Name] City Project Number: I ity Project Number City Plan Set Number: I ity Plan Set Numberl Consultant Project Number: jConsultant Projectu r] 2. SCOPE OF SERVICES: Provide o summary pf the project and thea thoroughly outline the tasks that will be performed as part Of.the pre-design: phase, the design phrase, bidding please, etc. Include the following strate el7to "The design plans shall be compiled using the City Of Clearwater CAD standards, as attached"' I. PRE-DESIGN PHASE: Task 1.1: Task Name & Summary II. DESIGN PHASE (if applicable): Task 2.1: Task Name & Summary III. FINAL DESIGN PHASE (if applicable): Task 3.1: Task Name & Summary IV. BIDDING PHASE (if applicable): Task 4.1: Task Name & Summary V. CONSTRUCTION PHASE (if applicable): Task 5.1: Task Name & Summary Consultant Work Order Page 1 of 4 Revised:11/28/2022 DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 CONSULTANT WORK ORDER [Project Title] [Consultant Name] [City Project Number] City of Clearwater 3. PROJECT GOALS: Summarize the work products (e.g. Project Catalog), that will be developed during, and at completion 9f this prpiect. include deliverables, reports, drawings, spec�fications, #of copies, the format in which plans will be provided, meetings andlor site visits, permits, etc. 4. FEES: Include a table or an attachment that depicts the total cost per task andlor phase for these engineering services -see Attachment "'A" This price includes all labor and expenses anticipated to be incurred by _(insert consulting firm)for the completion of these tasks in accordance with Professional Services Method "A"- Hourly Rate or Method "B"- Lump Sum - Percentage of Completion by Task (choose Method "A"or "B"), for a fee not to exceed Dollars ($ Include a statement, that the permit application fees (include permit costs ita the project fees) will be paid by the consultant and invoiced to the City as a reimbursable S. SCHEDULE: Insert a discussion 9f the schedule, including milestones, and critical events The project is to be completed in [#A# months (or days) from issuance of notice-to- proceed. The project deliverables are to be phased as follows: 30% Construction Plans: [#A# calendar days 60% Construction Plans and Permit Applications: [##A calendar days 90% Construction Plans: [##A calendar days Final Construction Documents: [#A# calendar days 6. STAFF ASSIGNMENT: Insert thefirm's and the City's staff assignments to this project 7. CORRESPONDENCE/REPORTING PROCEDURES: Consultant's project correspondence shall be directed to: Insert Consultant's designated Project Manager with copies to Consultant's designated Project Director All City project correspondence shall be directed to: Insert City's designated Project Manager(others to be copied as appropriate) Consultant Work Order Page 2 of 4 Revised:11/28/2022 DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 CONSULTANT WORK ORDER [Project Title] [Consultant Name] [City Project Number] City of Clearwater 8. INVOICING/FUNDING PROCEDURES: City Invoicing Code: For work performed, invoices shall be submitted monthly to: ATTN JAMIE GAUBTZ CITY OF CLEARWATER, PUBLIC WORKS DEPARTMENT/ENGINEERING PO BOX 4748 CLEARWATER, FLORIDA 33758-4748 Contingency services will be billed as incurred only after written authorization provided by the City to proceed with those services. 9. INVOICING PROCEDURES: At a minimum, in addition to the invoice amount(s) the following information shall be provided on all invoices submitted on the Work Order: 1. Purchase Order, Project and Invoice Numbers and Contract Amount. 2. The time period (begin and end date) covered by the invoice. 3. A short narrative summary of activities completed in the time period. 4. Contract billing method— Lump Sum or Hourly Rate. 5. If Lump Sum, the percent completion, amount due, previous amount earned and total earned to date for all tasks (direct costs, if any, shall be included in lump sum amount). 6. If Hourly Rate, hours, hourly rates, names of individuals being billed, amount due, previous amount earned, the percent completion, total earned to date for each task and other direct costs (receipts will be required for any single item with a cost of$50 or greater or cumulative monthly expenses greater than $100). 7. If the Work Order is funded by multiple funding codes, an itemization of tasks and invoice amounts by funding code. 10. CONSIDERATIONS: Consultant acknowledges the following: 1. The Consultant named above is required to comply with Section 119.0701, Florida Statutes, where applicable. 2. All City directives shall be provided by the City Project Manager. 3. "Alternate equals" shall not be approved until City Project Manager agrees. 4. All submittals must be accompanied by evidence each has been internally checked for QA/QC before providing to City. 5. Consultants/Contractors are not permitted to use City-owned equipment (i.e. sampling equipment, etc.). 6. Documents posted on City website must ADA accessible. Consultant Work Order Page 3 of 4 Revised:11/28/2022 DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 CONSULTANT WORK ORDER [Project Title] [Consultant Name] [City Project Number] City of Clearwater 11. ADDITIONAL CONSIDERATIONS: All work orders should include considerations for the following: 1. Sea Level Rise and Flood Resilience, as applicable. 2. Submittal of a Critical Path Method (CPM) Schedule(s). 3. Submittal of a Project Catalog with the following items, as appropriate: a. Data requests, assumptions, critical correspondence, meeting agenda, sign-in sheets, meeting minutes, document comment-response log(s), technical memorandum/reports, addenda, progress reports, regulatory correspondence, and other project-related documents. b. If construction project, also include design plans, conformed plans, change orders, field orders, RFIs, work change directives, addenda, progress reports, shop drawing and progress submittals, as-builts, record drawings, and other project-related documents such as O&M manuals and warranty information. c. At the conclusion of the project, ENGINEER will combine this information into a Project Catalog and submit to the City for review and comment. 4. Arc Flash labeling requirements: a. All electrical designs and construction shall adhere to NFPA 70 E "Standard for Electrical Safety in the Workplace". b. Updated calculations of Fault and Arc Flash, and provisions for new or updated Arc Flash equipment labeling shall be included in the contract documents. 12. SPECIAL CONSIDERATIONS: Inset o discussion of any other special considerations 13. SIGNATURES: PREPARED BY: APPROVED BY: [Printed Name] Tara Kivett, P.E. [Title] City Engineer [Firm] City of Clearwater Date Date Consultant Work Order Page 4 of 4 Revised:11/28/2022 DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 EXHIBIT "A" CONSULTANT WORK ORDER—PROJECT FEES TABLE [Project Title] [Consultant Name] [City Project Number] City of Clearwater CONSULTANT WORK ORDER PROJECT FEES TABLE Task Description Subconsultant Labor Total Services 1.0 Pre-Design 1.1 Project Management Plan 1.2 Progress Reports 1.3 Coordination 1.4 Meetings Pre-Design Total: 2.0 Design 2.1 Ground Surveys 2.2 Geotechnical Services 2.3 Utility Locations by Vacuum Excavation Design Total: 3.0 Final Design Plans and Specifications 3.1 30% Submittal 3.2 60% Submittal 3.3 90% Submittal 3.4 Final Construction Documents Final Design Plans and Specifications Total: 4.0 Permitting Services 4.1 Permitting Permitting Services Total: 5.0 Construction Phase Services 5.1 Preconstruction Conference 5.2 Contractors RFI's 5.3 Shop Drawing Review Construction Phase Services Total: SUBTOTAL, LABOR AND SUB-CONTRACTORS: 6.0 Permit Fees 7.0 Other Direct Costs (prints, photocopies, postage, etc.) (Not applicable to lump sum Work Orders) GRAND TOTAL: Consultant Work Order—Project Fees Table Page 1 of 1 Revised:11/28/2022 DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 EXHIBIT W (include if applicable) CONSULTANT WORK ORDER—CITY DELIVERABLES [Project Title] [Consultant Name] [City Project Number] City of Clearwater CONSULTANT WORK ORDER CITY DELIVERABLES 1. FORMAT: The design plans shall be compiled utilizing the following methods: 1. City of Clearwater CAD standards. 2. Datum: Horizontal and Vertical datum shall be referenced to North American Vertical Datum of 1988 (vertical) and North American Datum of 1983/90 (horizontal). The unit of measurement shall be the United States Foot. Any deviation from this datum will not be accepted unless reviewed by City of Clearwater Engineering/Geographic Technology Division. 2. DELIVERABLES: The design plans shall be produced on bond material, 24" x 36" at a scale of 1" = 20' unless approved otherwise. Upon completion the consultant shall deliver all drawing files in digital format with all project data in Autodesk Civil 3D file format. NOTE: If approved deviation from Clearwater CAD standards is used, the Consultant shall include all necessary information to aid in manipulating the drawings including either PCP, CTB file or pen schedule for plotting. The drawing file shall include only authorized fonts, shapes, line types or other attributes contained in the standard release of Autodesk software. All block references and other references contained within the drawing file shall be included. Please address any questions regarding format to Mr. Thomas Mahony, at (727) 562-4762 or email address Thomas.Mahoriy@myClearwater.com. All electronic files (including CAD and Specification files) must be delivered upon completion of project or with 100% plan submittal to City of Clearwater. Consultant Work Order—City Deliverables Page 1 of 1 Revised:11/28/2022 DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 Exhibit B PROVISION OF PAYMENT ENGINEER OF RECORD: BASIS FOR PAYMENT The owner shall pay ENGINEER and ENGINEER agrees to accept as full compensation for its services (as established by Work Order) compensation as computed by one of the following methods: Method "A" -Hourly Rate- Compensation in the form of burdened hourly rates. Burdened(direct+indirect) Hourly Rate+ Subconsultant Cost+ Other Direct Costs. Direct cost includes labor hourly rate. Indirect costs include fringe benefit rate, overhead, operating margin and profit. Subconsultant Costs are actual costs incurred times a factor of 1.00. Actual costs shall be based on billing rates for required labor classifications. Other Direct Costs are actual costs incurred for travel outside of Tampa Bay area, printing, copying, long distance telephone calls, etc. Method "B" - Lump Sum - Compensation in the form of"lump sum" for all work associated with a Work Order or task and shall be determined by mutual agreement between the ENGINEER and the City. The lump sum amount shall be negotiated based upon the Work Order scope of services and approved by both the City and the ENGINEER. Hourly Rates - The estimated hourly rates below represent 2023 costs and categories. Periodic changes are anticipated, and modifications may be made annually in writing to the City for review and approval. DocuSign Envelope ID: BBAB11326-9927-48130-8C04-45FOA49AAC60 CITY OF CLEARWATER ENGINEER OF RECORD 8/1/23 to 7/31/27 ENGINEER OF RECORD: Please fill out the chart below with job classification and hourly rate. Job Classification Burdened Hourly-Rate DocuSign Envelope ID: BBAB11326-9927-48130-8C04-45FOA49AAC60 CITY OF CLEARWATER ENGINEER OF RECORD 8/1/23 to 7/31/27 ENGINEER OF RECORD: Tierra, Inc. Please fill out the chart below with job classification and hourly rate. Job Classification Burdened Hourly-Rate Chief Engineer $229.00 Principal Engineer $243.00 Senior Engineer $205.00 Project Engineer $159.00 Engineering Intern $110.00 Engineering Technician $74.00 Senior Engineering Technician $105.00 Senior Designer $127.00 Secretary/ Clerical $99.00 Chief Scientist $175.00 Senior Scientist $151.00 DocuSign Envelope ID: BBAB11326-9927-48130-8C04-45FOA49AAC60 City of Clearwater Tierra,Inc. Engineer of Record Services RFQ 34-23 Standard Fee Schedule Item Description UI71t �, Unit Price 1101 Aggregate Carbonates&OrganicMatterFM 5-514 Test 102 Aggregate Org. Impurities S&for Concrete AASHTO T21 Test $ 55.00 103-Aggregate Shell Content of Coarse Aggregate FM 5-555 Test $ 116.00 1104 Aggregate Sieve Anlsys of Fine&Coarse AASHTO T27 Test $ 75.00 1105 Aggregate Soundness AASHTO T104 Test w 340.00 1106-Aggregate Specific Gravity/Absorption Coarse AASHTO T85 Test $............ HI HI HI HI 92 00 1107-Aggregate Total Moisture Content by Drying AASHTO T255 Test $ 45.00 1108 Aggregate Unit Mass&Voids AASHTO T19 Test $ 56 00 1109 Aggregate Specific Gravity/Absorption Fine AASHTO T84 Test HI $ HI115.00 1200-Asphalt Bulk Specific Gravity FM 1-T166 Nest $ 60.00 1201-Asphalt Content FM 5-563 Test $ 145.00 1204 Asphalt Gradation FM 1-T030 Test $ 90.00 %206-Asphalt Los Angeles (LA)Abrasion Coarse Agg�FM 3-0535 Test $ 375.00 '207-Asphalt Los Angeles (LA)Abrasion Small Agg FM 1-T096 Test $ 315.00 209-Asphalt Pavement Coring-4"dia with Base Depth Check Each $ 250.00 X210-Asphalt Pavement Coring-4"dia without Base Depth Check Each $ 200.00 1211-Asphalt Pavement Coring-6"dia with Base Depth Check Each HI $ 275.00 212 Asphalt Pavement Coring 6 dia without Base Depth Check Each $ 225.00 300-Concrete Beam Flexural TestingASTMC78 Test $ 60.00 1301 Concrete Compressive Strength of Grout\Mortar ASTM C109 Test $ 33.00 4......................... 1302-Concrete Cylinder Curing, Capping &Breaking ASTM C39 Test $ 35.00 1303 Concrete Drilled Cores&Sawed Beams ASTM C42 Test $ 60.00 1305-Concrete Pavement Coring-4" Dia Each $ 215.00; 1306 Concrete Pavement Coring-6" Dia Each $ 242.00 4............................................................................................................... 1401-Geo Auger Borings- Hand &Truck/Mud Bug LF $ 11.20 1402 Geo Auger Borings-Track LF $ 15.40 1403 Geo Backhoe (Owned) Day 1,200 00 1405 Geo Barge(Owned) Day $ 3,110.00 1u.................................................... 1407-Geo Chainsaw(Owned) Day $ 95.00 1415 Geo Double Ring Infiltration ASTM D3385 Each $ 575.00 4......................... 1416-Geo Dozer(Owned) Day $ 1,600.00 1418 Geo Drill Crew Support Vehicle Day $ 270.00 4................................................... 1422-Geo Extra SPT Samples-Barge/Track/Amphibious 000-050 FtEach $ 105.00 1423-Geo Extra SPT Samples-Barge/Track/Amphibious 050-100 Ft Each $ 105.00 4.............................................................................................................. 1424-Geo Extra SPT Samples-Barge/Track/Amphibious 100-150 Ft Each $ 120.00 425-Geo Extra SPT Samples-Barge/Track/Amphibious 150-200 Ft Each $ 120.00 427-Geo Extra SPT Samples-Truck/Mud Bug 000-050 Ft Each $ 105.00 428 Geo Extra SPT Samples-Truck/Mud Bug 050-100 Ft Each $ 105.00 1429 Geo Extra SPT Samples-Truck/Mud Bug 100-150 Ft HI HI HI HI HI HI HI HI HI HI HI HI HI HI HI HI HI HI Each HI HI $ HI HI HI HI120 00 430-Geo Extra SPT Samples-Truck/Mud Bug 150-200 Ft Each $ 120.00 432-Geo Field Permeability 0-10 Ft(Open -End Borehole Method) Each 360.00 434-Geo Ground Penetrating Radar(GPR... ............ ... . Hour 350.00 435-Geo Grout Boreholes- Barge/Track/Amphibious 000-050 Ft LF $ 8.90 1 DocuSign Envelope ID: BBAB1B26-9927-48B0-8CO4-45FOA49AAC60 City of Clearwater Tierra,Inc. Engineer of Record Services RFQ 34-23 Standard Fee Schedule Item Description Unit Unit Price 436 Geo Grout Boreholes Barge/Track/Amphibious 050-100 Ft LF $ 11.25 437 Geo Grout Boreholes Barge/Track/Amphibious 100-150 Ft LF $ 17.25 438 Geo Grout Boreholes-HIBarge/Track/AmphibiousHI150-2O0 Ft LF $ HI HI HI HI 25.00 1440 Geo Grout Boreholes Truck/Mud Bug 000-050 Ft LF $ 6 25 1441-Geo Grout Boreholes-Truck/Mud Bug 050-100 Ft LF $ 8.00 442 Geo Grout Boreholes-Truck/Mud Bug 100-150 Ft LF $ 13.10 1443-Geo Grout Boreholes-Truck/Mud Bug 150-200 Ft LF $ 18.00 1445-Geo Grouted Monitor Well 2"000-050 Ft LF $ 35.00 4................................................................................. 1450-Geo Piezometer 2"000-050 Ft "HILF $ 52.00 1453-Geo Rock Coring Barge/Track/Amphibious 000-050 Ft less than 4"ID LF $ 62.00 4......................... 1455-Geo Rock Coring Barge/Track/Amphibious 050-100 Ft less than 4"ID LF $ 78.00 1457-Geo Rock Coring Barge/Track/Amphibious 100-150 Ft less than 4"ID LF $ 85.00 1459 Geo Rock Coring Barge/Track/Amphibious 150-200 Ftlessthan 4"ID HI HI LF �$ HI HI HI HI 105 00 463-Geo Rock Coring Truck/Mud Bug 000-050 Ft less than 4" ID LF $ 48.00 465-Geo Rock Coring Truck/Mud Bug 050-100 Ft less than 4" ID LF $ 55.001 1467-Geo Rock Coring Truck/Mud Bug 100-150 Ft less than 4" ID LF $ 60.00 473-Geo SPT Barge/Track/Amphibious 000-050 FtHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHI LFHIHIHI $HIHIHIHIHIHI23.00 474-Geo SPT Barge/Track/Amphibious 050-100 FtHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHI HIHIHILFHIHI $HIHIHIHIHIHIHI28.90 X475 Geo SPT Barge/Track/Amphibious 100-150 Ft LF $ 53.0 r 476-Geo�SPT Barge/Track/Amphibious 150-200 Ft LF $ 70.00 1478-Geo'SPT Truck-Mud�Bug 0-50 Ft������������������������������������������������������������������������ LF $������������15.50 479-Geo SPT Truck-Mud Bug 50-100 Ft LF �$ 19.00 1481-Geo 480 GeoSPT Truck-Mud Bug 100-150 Ft LF 32 00 SPT Truck-Mud Bug 150-200 Ft LFu$ 42 00 1484-Geo 483 GeoTemp Casing 3Barge/Track/Amphibious 0-050 Ft LF � 14 50 Temp Casing 3" Barge/Track/Amphibious 50-100 Ft LF $ 17.50 1485 Geo Temp Casing 3" Barge/Track/Amphibious 100-150 Ft LF $ 21.00 486-Geo Temp Casing 3" Barge/Track/Amphibious 150-200 Ft LF $ 27.00 1488GeoTempCasing 3"Truck/Mud Bug 000-050 FtHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHI LF N$HIHIHIHIHIHI1030 489GeoTemp Casing 3"Truck/Mud Bug 050-100 FtHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHI LF $HIHIHIHIHIHI14.00 1490 Geo Temp Casing 3 Truck/Mud BugHI100 150 Ft LF $ 17.5c 491-Geo Temp Casing 3"Truck/Mud Bug 150-200 Ft LF $ 22.00 515-Geo'Undisturbed Samples Barge/Track/Amphibious 000-050 Ft Each $ 225.00 516-Geo Undisturbed Samples Barge/Track/Amphibious 050-100 Ft Each $ 250.00 %517-Geo Undisturbed Samples Barge/Track/Amphibious 100-150 Ft Each $ 305.00 1518__Ge_o_Undisturbed Samples B_arge/T_rac_k_/_A_mphibious_150-200�Ft Each_ $_HIHI 3_70_0_0 1519-Geo Undisturbed Samples Truck/Mud Bug 000-050 FtEach $ 200.00 120 Geo Undisturbed Samples Truck/Mud Bug 050-100 Ft Each $ 210.00 ,111621-Geo Undisturbed Samples�Truck/Mud Bug 100-150 Ft Each $ 225.00 522-Geo Undisturbed Samples Truck/Mud Bug 150HI2O0 Ft � Each $ 260.00 525 Geo Well Development Hour $ 182 00 2 DocuSign Envelope ID: BBAB11326-9927-48130-8C04-45FOA49AAC60 City of Clearwater Tierra,Inc. Engineer of Record Services RFQ 34-23 Standard Fee Schedule Item Description Unit Unit Price 531 Geo Truck/Mudbug Drill Rig and Crew(2 person) Hour $ 220.00 532 Geo Truck/Mudbug Drill Rig and Crew(3 person) Hour $ 285.00 533 Geo Track/Barge Drill Rig andCrew(2-person) Hour $HI HI HI HI 250.00 1534 Geo Track/Barge Drill Rig and Crew(3 person) Hour $ 345.00 ,535-Geo Clearing Equip-Tractor, Bush Hog Attachment Day w$ 1,440.00 1536-Geo Clearing Equip-Skid Steer/ASV, ForestMulching Attach Day $ HIHIHI1,600.00 1537-Geo Clearing Equip-Skid Steer/ASV, Brush Cutter Attach Day $ 1,600.00 1538-Geo Clearing Equipment Day $ 2,100 00 1539-Geo Wash Boring for Rock Cores 0-50 Ft HIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHI LF HIHIHIHIHIHIHI12.00 1540-Geo Wash Boring for Rock Cores 50-100 Ft LF $ 12.70 4............................................................................................................. 1541-Geo Wash Boring for Rock Cores 100-150 Ft LF $ 22.00, X603-Mobilization Asphalt Coring equipment Each $ 385.00 X606-Mobilization Concrete Coring HIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHI EachHI HI $HI 385.00 608 Mobilization Drill Rig Amphibious Each $ 11,100 00 609-Geo Mobilization Drill Rig BargeMountEach HI $ 1HI1HI HI000.00 X610 Geo Mobilization Drill Rig Track Mount Each $ 3,250.00 612 Geo Mobilization Drill Rig Truck Mount HIHIEachHI � $..........540 00 614 Geo Mobilization Mudbug/All Terrain Vehicle Each $ 825 00 618 Geo Mobilization HISupport HIBoat HI HI HI HI HI HI HI HI HI HI Each HI $ HI HI HI HI500 00 619 Geo Mobilization Tri Pod Each $ HI HI 1,310 00 ,620-Mobilization of Clearing Equipment Each $ 610.00 1701-MOT Attenuator Truck Hour $ 208.00 4........................................... 1702-MOT Channelizing Devices-Type I, II,VP, Drum (each) Each 1706-MOT Portable Sign Each $ 46.00 4................................................................................. 1708-MOT Provide Channelizing Devices-Cone Each 5.00 1710-MOT Shadow Vhcle w/Adv. Warning Arrow&Attenuator Hour $ 280.00 4..................................................... 1712-MOT Support Vehicle Hour $ 155.00 1800-Soils Chloride Soil or Water(FM 5-552) Test $ 110.00 1:804-Soi s Consolidation- Constant Strain (ASTM D4186) Test $ 580 00 ls Consolidation- Extended Load Increments(AASHTO T216) Day p$ 165.00 805 Soils Corrosion Series(FM 5-550 through 5-553) Test $ HI HI HI HI 305.00 _806 Soils HIDirect Shear Consolidated Drained/Point AASHTOHIT 236 HI HI HI HI HI HI HI HI Test $ 362.00 810-Soils Limerock Bearing Ratio(LBR)(FM 5-515) Test $ 375.00 y 811-Soils Liquid Limit(AASHTO T 89)HI� HI�HI�Test �$ 61.00 11-S it Liquid Limit H 9 � 00 8 812-Soils Materials Finer than 200 Sieve(FM 1-T011) Nest $ 47.00% 17-Soils Moisture Content_Laboratory(AASHTO HITHI265)HI TestHI HI $ HI 17.00 ,819 Soils Organic Content Ignition (FM 1 T-267) Test $ 46.0 1821-Soils Particle Size Analysis(AASHTO T 88) (Including Hydrometer) Test $ 200.00 1u........................ 1822-Soils Particle Size Analysis(AASHTO T 88) (No Hydrometer) Test $ HI 75HI00 1823 Soils Permeability Constant Head (AASHTO T 215) Test $ 340 00 X824 Soils Permeability Failing Head (FM 5-513) Test 325 00 825 Soils pH Soil or Water(FM 5-550) Test $ 45 00 826-Soils Plastic Limit& Plasticity Index(AASHTO T 90) Test $ 70.00 X827-Soils Proctor Modified (FM T 180 HI Test $ 130.00 X828-Soils Proctor Standard (AASHTO T 99) Test HIM$ 130.00 829 Soils Resistivity Soil or Water(FM 5-551) Test $ 58.00 832-Soils Splitting Tensile Strength of Rock Cores(ASTM D3967) Test $ 150.00 833-Soils Sulfate Soil or Water(FM 5-553) � HITest $ 70HI00 838 Soils Unconfined Compression Rock(ASTM D7012 Method C) Test $ 155 00 3 DocuSign Envelope ID: BBAB1B26-9927-48B0-8C04-45FOA49AAC60 City of Clearwater Tierra,Inc. Engineer of Record Services RFQ 34-23 Standard Fee Schedule Item DescriptionUnit Unit Price � Field DensityHI HI Test HI $ HI HI HI HI HI10 00 Arsenic(Method 6010/7471) $ 9.00 ....... .... ......[ Asbestos Samples EachN$ 15.00 BTEX and MTBE (Method 8260) Each $ 65.00 ,Chlorinated Herbicides(Method 8151) Each 4Dnlling Permit Costs IE DEP Each $ HI HI HI 250.00 EDR Report Each $ 500 00 Field Sampling Kit(soil) Each $ 75HI00 4Field Sampling Survey Kit(water) Each 75.00 Flagman and Barricades 2-Man Crew Own Equipment Day $ 1,080 00 4Handheld GPS Per Day 80.34 IMercury Individual (Method 6010/7471) Each $ 25.00 [Organochlorine rganic Vapor Analyzer(OVA) Day $ 150.00 Pesticides(Method 8081) Each $ 100.00 Organophosphorous�Pesticides (Method 8141) HI HIEach HI u$ 125.008. PolyaromaticHydrocarbons (Method 8270)HIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHI EachHI $HIHIHIHIHIHI100.00 Polychlorinated Biphenals(8082)��������������������������������������������������������������������������������� Eachb�$ 75.00 Power Auger Boring (includes decontamination to a depth of 25 feet) Foot $ 11.90 RCRA 8 Metals(Method 6010/7471) Each $ 65.00 RCRAMetals Individual (Method 6010/7471)HIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHIHI EachHI $ 9.00 Semi-Volatiles(Method 8270) Each $ 200.00 Site Clearing to Access Boring or Test Locations Hour $ 210.00 T` PH PLP'HJFMetals Each $ HI HI HI 198.00 Method FL Pro Each $ 65.00 Ultr Low Trace Mercury GW Individual (Method 1631) Each $ 75.00 u�$ 95.00 Volatile Organics BTEX/MTBE(Method 8260) Each $ 60.00 4 oo"u3ignEnvelope ID: eoxolezn-9p27-4000*Cn4-4npn*4ex*ono RF[) 34-23' Exhibit B F00OS SCRUTINIZED COMPANIES THAT BOYCOTT ISRAEL LIST CERTIFICATION FORM THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE B8IIPROPOSALFAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affian(, by virtue of the signature be|ovv, certifies that 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135. Florida Statutee, regarding companies on the Scrutinized Companies that Boycott |oree| Liot, or engaged in a boycott ofIsrael; and 2. The vendor, oompany, individua|, prinoipa|, ouboidiary, affi|iate, or owner is eligible to participate in this solicitation and is not listed on the Scrutinized Companies that Boycott |onae| Liot, or engaged in a boycott ofIsrael; and 3. "Boycott |onae|" or"boycott of |arao|" means refusing to deu|, terminating business activities, or taking other actions to limit commercial relations with |anae|, or persons or entities doing business in |nree| or in |unae|i-oontroUed tenitoriea, in o discriminatory manner. A statement by a company that it is participating in a boycott of|onaa|, or that it has initiated a boycott in response to a request for e boycott of Israel or in compliance with, or in furtherance of, calls for a boycott ofIsrael, may be considered as evidence that a company is participating in a boycott ofIsrael; and 4. If awarded the Contract(or Agreement), the vondnr, oompany, individua|, prinoipa|, auboidiary, affi|iote, orowner will immediately notify the City of Clearwater in writing, no later than five (6) calendar days after any of its principals aro placed on the Scrutinized Companies that Boycott |oraa| Liat, or engaged inaboycott ofIsrael. Authorized Signature Larry Moore, P.E. Printed Name Vice President Title Tierra, Inc. oo"u3ignEnvelope ID: eoxolezn-9p27-4000*Cn4-4npn*4ex*ono RF{J34-23. Exhibit B FO0OS SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS WITH CUBA AND SYRIA CERTIFICATION FORM IF YOUR BIDIPROPOSALIS$1,000,00UORMORE, THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE B8IIPROPO8ALFAILURE TDSUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, byvirtue ofthe signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements ofsection 287.135. Florida Statutes, regarding companies onthe Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Liut, or engaging inbusiness operations inCuba and Syria; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Sector Liat, or engaged in business operations in Cuba and Syria; and 3. Business Operations means,for purposes specifically related to Cuba or Syria, engaging in commerce in any form in Cuba or Syria, inn|uding, but not limited to, anquiring, deve|oping, maintaining, ovvning, selling, possessing, leasing or operating aquipment, faoi|itieo, pemonne|, producta, nemioen, personal property, naa| pnopedy, military equipment, or any other apparatus of business or commerce; and 4. If awarded the Contract(or Agreement), the vendor, company, individual, principal, subsidiary, affiliate, orowner will immediately notify the City of Clearwater in writing, no later than five (5) calendar days after any of its principals are placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Sector Liot, or engaged in business operations in Cuba and Syria. Authorized Signature Larry Moore, PE Printed Name Vice President Title 'Fieno |nu Name ofEntity/Corporation STATE OF COUNTY OF The foregoing instrument was acknowledged before me by means of presence or O online notarization on. this ^J day of 2» 11. by (name of person whose uign,6ture is being notarized) as the (name of corporation/entity), personally known or produced (type of identification) as idenhfivation, and who did/did not take an oath. ".00 ASHLEY ARNOLD Notary Public-State of Florida Commission 4 HH 251273 Notary Public my comm.Expires in( 14.2026 Bonded through National Notary Assn. Printed Name My Commission Expires: DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 RFQ 34-23, Exhibit B Forms VERIFICATION OF EMPLOYMENT ELIGIBILITY FORM PER FLORIDA STATUTE 448.09.5, CONTRACTORS AND SUBCONTRACTORS MUST REGISTER WITH AND USE THE E-VERIFY SYSTEM TO VERIFY THE WORT{AUTHORIZATION STATUS OF ALL NEWLY HIRED EMPLOYEES. THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The Contractor and its Subcontractors are aware of the requirements of Florida Statute 448.095. 2. The Contractor and its Subcontractors are registered with and using the E-Verify system to verify the work authorization status of newly hired employees. 3. The Contractor will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E-Verify system. 4. The Subcontractor will provide the Contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized alien. 5. The Contractor must maintain a copy of such affidavit. 6. The City may terminate this Contract on the good faith belief that the Contractor or its Subcontractors knowingly violated Florida Statutes 448.09(1) or 448.095(2)(c). 7. If this Contract is terminated pursuant to Florida Statute 448.095(2)(c), the Contractor may not be awarded a public contract for at least 1 year after the date on which this Contract was terminated. 8. The Contractor is liable for any additional cost incurred by the City as a result of the termination of this Contract. Authorized Signature Larry Moore, P.E. Printed Name Vice President Title Tierra,Inc. Name of Entity/Corporation STATE OF .:m COUNTY OF71 The foregoing instrument was acknowledged before me by means of 49"physical presence or ❑ online notarization on, this day of 20 ., a, by (name of person whose signature is being notarized) as the ,.. w (title) of (name of corporation/entity), personally known Z ,j , or produced (type of identification) as identification, and who did did not take an oath. . . ASHLEY ARNOLD Votary Public•State of Florida No dry PubhC Commission 4 HH 251273 *w �C'J my Comm.Expires rul 14, 2026 Printed Name � Bonded through National Notary Assn. NOTARY SEAL ABOVE DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 RFQ 34-23, Exhibit C—Forms TRUTH-IN-NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, and The Truth in Negotiations Act (TINA), hereby certifies Contractor that wage rates, fringe rates and other factual unit costs supporting the compensation •for the li�-?, kj services of Z) to be provided under this Agreement, concerning c,,/) e are accurate, complete and current as of the time of contracting. The hereby undersigned representative submits this certification that they are an authorized representative of the proposer who may legally bind the proposer attest to the accuracy of the information: Authorized Signature Printed Name Title Name of Entity/Corporation STATE OF COUNTY OF The foregoing instrument was acknowledged before me by means of physical presence or 0 , " q online notarization on,this _€ t, _' day of I , 520 by (name of person whose signature is being notarized)as the of (name of corporation/entity),personally known , orproduced (type of identification) as identification, and/who did/ * not take an oath > Printed Name My Commission Expires: NOTARY SEAL ABOVE ASHLEY ARNOLD Notary Pub tic-State of Florida Commission#HH 251273 Do my Comm.Expires Jul 14,2026 bonded through National Notary Assn. DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced:"vendor, contractor, consultant, supplier, proposer, company, persons", "purchase order, PO, contract, agreement", "City, Clearwater", "bid, proposal, response, quote". S.2 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor's employees, not City employees. Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to City employees including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other rights afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers' compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City, Contractor will defend, indemnify and hold harmless the City from all such claims. S.3 SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein. SA ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the City's written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in such event the City will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve Contractor from any of its obligations and liabilities under the Agreement. S.5 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. S.6 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties. S.7 NON-EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement. S.8 AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or material will be allowed unless approved in writing, in advance, by the City and Contractor. S.9 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations under this Agreement. S.10 COMPLIANCE WITH APPLICABLE LAWS. a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, executive orders, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance. b. Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor will DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA)in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. (i) As applicable to Contractor, under this provision, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees (hereinafter"Contractor Immigration Warranty"). (ii) A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. (iii) The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any such inspections. (iv) The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed. (v) Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 2748 of the Federal Immigration and Nationality Act. d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor's personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. S.11 SALES/USE TAX,OTHER TAXES. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Contractor's services under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing authority should deem Contractor or Contractor employees an employee of the City or should otherwise claim the City is liable for the payment of taxes that are Contractor's responsibility under this Agreement, Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City. The City is exempt from paying state and local sales/use taxes and certain federal excise taxes and will furnish an exemption certificate upon request. DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS S.12 AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the performance of services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City. S.13 PUBLIC RECORDS. In addition to all other contract requirements as provided by law, the Contractor executing this Agreement agrees to comply with public records law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, Rosemarie Call, Phone: 727-562-4092 or Email: Rosemarie.Call(a-)-myclearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. The Contractor agrees to comply with the following_ a) Keep and maintain public records required by the City of Clearwater (hereinafter "public agency" in this section)to perform the service being provided by the contractor hereunder. b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. e) A request to inspect or copy public records relating to a public agency's contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request and the contractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. f) The contractor hereby acknowledges and agrees that if the contractor does not comply with the public agency's request for records, the public agency shall enforce the contract provisions in accordance with the contract. g) A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS h) If a civil action is filed against a contractor to compel production of public records relating to a public agency's contract for services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable attorney fees, if: 1. The court determines that the contractor unlawfully refused to comply with the public records request within a reasonable time; and 2. At least eight(8) business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the contractor has not complied with the request, to the public agency and to the contractor. i) A notice complies with subparagraph (h)2. if it is sent to the public agency's custodian of public records and to the contractor at the contractor's address listed on its contract with the public agency or to the contractor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery,which may be in an electronic format. A Contractor who complies with a public records request within eight (8) business days after the notice is sent is not liable for the reasonable costs of enforcement. S.14 AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for five (5)years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addition, the City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable notice by the City. The audit of records may occur at Contractor's place of business or at City offices, as determined by the City. S.15 BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of Contractor personnel who would perform services under the Agreement or who will have access to the City's information,data,or facilities in accordance with the City's current background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law. S.16 SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have final authority, based on security reasons: (i) to determine when security clearance of Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity may provide services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of services under this Agreement. S.17 DEFAULT. a. A party will be in default if that party: (i) is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractor's capability to perform under the Agreement; (ii) is the subject of a petition for involuntary bankruptcy not removed within sixty(60)calendar days; (iii) conducts business in an unethical manner or in an illegal manner; or (iv) fails to carry out any term, promise, or condition of the Agreement. b. Contractor will be in default of this Agreement if Contractor is debarred or suspended in accordance with the Clearwater Code of Ordinances Section 2.565 or if Contractor is debarred or suspended by another governmental entity. DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS c. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty(30)days from receipt of the notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety(90)days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non- defaulting party to provide notice of the default does not waive any rights under the Agreement. d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor's intent or ability to perform, the City may demand that Contractor give a written assurance of its intent and ability to perform. In the event that the demand is made and no written assurance is given within five (5) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement. S.18 REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default: a. The non-defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of Contractor. If the cost of obtaining substitute services exceeds the contract price, the City may recover the excess cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses incurred in obtaining substitute services and expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys' fees, and costs. c. The non-defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it. d. Neither party will be liable for incidental, special, or consequential damages. S.19 CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement. S.20 TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement at its convenience, in part or in whole, upon thirty (30)calendar days' written notice. S.21 TERMINATION FOR CONFLICT OF INTEREST. The City may cancel this Agreement after its execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomes an employee or agent of Contractor. S.22 TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines, in its sole discretion, that it does not have funds to meet its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the City agrees to provide written notice of its intent to terminate thirty (30) calendar days prior to the stated termination date. DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS S.23 PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those services performed up to the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty (30) calendar days after the City has both completed its appraisal of the materials and services provided and received Contractor's properly prepared final invoice. S.24 NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this Agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies. S.25 INDEMNIFICATION/LIABILITY. a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits,losses, damages, causes of action,fines orjudgments, including costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel's failure to comply with or fulfill the obligations established by this Agreement. b. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the independent negligence of the City that is not covered by this indemnification. c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of Contractor-provided supplies or services. d. Nothing contained herein in intended to serve as a waiver by the City of its sovereign immunity, to extend the liability of the City beyond the limits set forth in Section 768.28, Florida Statutes, or be construed as consent by the City to be sued by third parties. S.26 WARRANTY. Contractor warrants that the services and materials will conform to the requirements of the Agreement. Additionally, Contractor warrants that all services will be performed in a good, workman-like, and professional manner. The City's acceptance of service or materials provided by Contractor will not relieve Contractor from its obligations under this warranty. If any materials or services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide materials or redo such services until in accordance with this Agreement and to the City's reasonable satisfaction. Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current manufacture and not discontinued,will be free of defects in materials and workmanship,will be provided in accordance with manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications. S.27 CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City's right to recover against third parties for any loss, destruction, or damage to City property, and will at the City's request and expense, furnish to the City reasonable assistance and cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City in obtaining recovery. S.28 NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of materials or services or any materials or services at all under this Agreement and acknowledges and agrees that the materials or services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for materials or services which exceed its actual needs. S.29 OWNERSHIP. All deliverables, services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports,test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. S.30 USE OF NAME. Contractor will not use the name of the City of Clearwater in any advertising or publicity without obtaining the prior written consent of the City. S.31 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed. S.32 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these services and such loss, injury,or destruction will not release Contractor from any obligation hereunder. S.33 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees. S.34 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble, or hindrance from Contractor or third parties. S.35 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret, or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City's use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the right to continue to use the item; (c)substitute for the infringing item other item(s)having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use,which amount will be calculated on a useful life not less than five(5)years, plus any additional costs the City may incur to acquire substitute supplies or services. Nothing contained herein in intended to serve as a waiver by the City of its sovereign immunity, to extend the liability of the City beyond the limits set forth in Section 768.28, Florida Statutes, or be construed as consent by the City to be sued by third parties. S.36 CONTRACT ADMINISTRATION. This Agreement will be administered by the Purchasing Administrator and/or an authorized representative from the using department. All questions regarding this Agreement will be referred to the administrator for resolution. Supplements may be written to this Agreement for the addition or deletion of services. Payment will be negotiated and determined by the contract administrator(s). S.37 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent DocuSign Envelope ID: BBAB1B26-9927-48BO-8C04-45FOA49AAC60 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties. S.38 COOPERATIVE USE OF CONTRACT. This Agreement may be extended for use by other municipalities, counties, school districts, and government agencies with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency. Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. The City is not responsible for any disputes arising out of transactions made by others. S.39 FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City's Procurement Division. S.40 NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via electronic mail; (iv) sent via overnight courier; or (v) sent via facsimile. If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3)calendar days after being deposited in the United States mail. If sent via electronic mail, overnight courier, or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof. S.41 GOVERNING LAW,VENUE. This Agreement is governed by the laws of the State of Florida. The exclusive venue selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Pinellas County, Florida. S.42 INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed. S.43 PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it. S.44 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such amendment(s)of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability. S.45 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion,termination,or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination. DocuSign Envelope ID: BBAB1B26-9927-48BO-8C04-45FOA49AAC60 Exhibit E RFQ 34-23, EOR Consulting Services Insurance Requirements INSURANCE REQUIREMENTS. The Contractor (respondent) shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A- VIl or better. In addition, the City has the right to review the Contractor's deductible or self-insured retention and to require that it be reduced or eliminated. Specifically the Contractor must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims-made basis with a minimum three(3)year tail following the termination or expiration of this Agreement. Specific work may require additional coverage on a case by case basis: a. Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, death, and property damage in the minimum amount of$1,000,000(one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. b. Commercial Automobile Liability Insurance coverage for any owned, non-owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Unless waived by the State of Florida and proof of waiver is provided to the City, statutory Workers' Compensation Insurance coverage in accordance with the laws of the State of Florida, and Employer's Liability Insurance in the minimum amount of $1,000,000 (one million dollars)each employee each accident, $1,000,000 (one million dollars) each employee by disease, and$1,000,000 (one million dollars)disease policy limit. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. d. If the Contractor is using its own property, or the property of the City or other provider, in connection with the performance of its obligations under this Agreement, then Contractor's Equipment Insurance or Property Insurance on an "All Risks" basis with replacement cost coverage for property and equipment in the care, custody and control of others is required. e. Professional Liability Insurance coverage appropriate for the type of business engaged in by the Contractor with minimum limits of$1,000,000 (one million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (ERP)of as great a duration as available, and with no less coverage and with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. 6. OTHER INSURANCE PROVISIONS. a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains in effect, the Contractor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD DocuSign Envelope ID: BBAB1B26-9927-48BO-8C04-45FOA49AAC60 certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an "Additional Insured." In addition, when requested in writing from the City, Contractor will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Procurement Division, RFQ#34-23 P.O. Box 4748 Clearwater, FL 33758-4748 b. Contractor shall provide thirty (30) days written notice of any cancellation, non-renewal, termination, material change or reduction in coverage. c. Contractor's insurance as outlined above shall be primary and non-contributory coverage for Contractor's negligence. d. Contractor reserves the right to appoint legal counsel to provide for the Contractor's defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to Contractor's design. equipment, or service. Contractor agrees that the City shall not be liable to reimburse Contractor for any legal fees or costs as a result of Contractor providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of any Potential liability to the City, and failure to request evidence of this insurance shall not be construed as a waiver of Contractor's obligation to provide the insurance coverage specified. DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 TIERRA June 15, 2023 City of Clearwater 100 S. Myrtle Avenue Clearwater, Florida 33756 Attn: Jennifer Burgett RE: Schedule of Rate Values for City of Clearwater Continuing Contracts for Engineer of Record Services RFQ 34-23 Tierra Project No.: 6511-23-154 Ms. Burgett: Thank you for the opportunity to provide Geotechnical Engineering Services for the City of Clearwater's Continuing Contract for Engineer of Record Services. Please find attached Tierra's Schedule of Rate Values to be used on the contract. We understand that the rate structure is fully loaded (burdened) and will be in effect for the entire 4-year term of the contract. Please note that in addition to the provided City of Clearwater rate form, Tierra provided Tierra's full rate schedule of Geotechnical testing services as an attachment. We trust that this will meet your needs for the Schedule of Rates Values requested by the City of Clearwater. Please let us know if you have any questions or need further information. Sincerely, TIERRA, INC. Larry Moore, P.E. Principal Geotechnical Engineer 7351 Temple Terrace Highway•Tampa, Florida 33637 Phone(813)989-1354•Fax (813)989-1355 Florida Certificate No.: 6486 DocuSign Envelope ID: BBAB1B26-9927-48BO-8C04-45FOA49AAC60 TIERINC-01 YGRULLOM ,4coRo CERTIFICATE OF LIABILITY INSURANCE DATE,(MM/DDIYYYY) 6/15/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hub International Florida PHONE 727 797-0441 FAX 727 669-0673 One Urban Centre (AIC,No,Ext):( ) (A/c,No):(727) 4830 W. Kennedy Boulevard ADDRESS: Tampa,FL 33609 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Charter Oak Fire Insurance Company 25615 INSURED INSURER B:The Travelers Indemnity Company of America 25666 Tierra,Inc. INSURER C:Travelers Property Casualty Company of America 25674 7351 Temple Terrace Highway INSURER D:The Phoenix Insurance Company 25623 Tampa,FL 33637 INSURER E:Certain Underwriters at Lloyds INSURER F:Endurance American Specialty Insurance Company 41718 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MMIDDIYYYY MM/DDIYYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1'000'000 CLAIMS-MADE X71 OCCUR P-660-1H805464-COF-23 5/1/2023 5/1/2024 DAMAGE TO RENTED 300,000 LAA] X X PREMISES Ea occurrence $ X Standard Contractual MED EXP(Any oneperson) $ 10'000 PERSONAL&ADV INJURY $ 1'000'000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2'000'000 POLICY� JECT 1:1LOC PRODUCTS-COMP/OPAGG $ 2,000,000 X OTHER:$5,000,000 Maximum Limit $ B AUTOMOBILE LIABILITY CMBINED SINGLE LIMIT 1,000,000 EaOaccident $ X ANY AUTO X X 810-9M551030-23 5/1/2023 5/1/2024 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5'000'000 EXCESS LIAB CLAIMS-MADE CUP-1J383756-23 5/1/2023 5/1/2024 AGGREGATE $ 5'000'000 DED X RETENTION$ 10,000 $ D WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER UB-4K202452-23-43-V 5/1/2023 5/1/2024 1,000,000 OFFICER/MEMBER EXCLUDEDANY PROPRIETOR/PARTNER/E?ECUTIVE NIA X E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1'000'000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ E Pollution/Rtn 10,000 ENP000731402 5/1/2023 5/1/2024 $1M perOcc/Agg--> 2,000,000 F Professional Liab DPL30001055704 5/1/2023 5/1/2024 $25,000 Rtn./ea&ag 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project#:6511-23-154 Agreement for Professional Services,RFQ 34-23.The City of Clearwater is included as an Additional Insured&both Primary& Non-contributory terms apply for General Liability&Auto Liability,&Waiver of Subrogation applies for General Liability,Auto Liability,&Workers' Compensation,when required in a written contract or agreement with the Insured,as per the terms&conditions of the policy endorsement(s). CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cit of Clearwater Procurement Division THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 4748 Clearwater,FL 33758 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 Policy#8109M551030 23 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT - FLORIDA 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 modified 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 coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE—LOSS OF USE— INCREASED LIMIT B. BLANKET ADDITIONAL INSURED I. PHYSICAL DAMAGE—TRANSPORTATION EXPENSES—INCREASED LIMIT C. EMPLOYEE HIRED AUTO J. PERSONAL EFFECTS D. EMPLOYEES AS INSURED K.AIRBAGS E.SUPPLEMENTARY PAYMENTS— INCREASED L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LIMITS LOSS F. HIRED AUTO— LIMITED WORLDWIDE M. BLANKET WAIVER OF SUBROGATION COVERAGE—INDEMNITY BASIS G.WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED This includes any person or organization who you are required under a written contract or The following is added to Paragraph A.1., Who Is agreement between you and that person or An Insured, of SECTION II — LIABILITY organization, that is signed by you before the COVERAGE: "bodily injury" or "property damage" occurs and Any organization you newly acquire or form that is in effect during the policy period, to name during the policy period over which you maintain as an additional insured for Liability Coverage, 50% or more ownership interest and that is not but only for damages to which this insurance separately insured for Business Auto Coverage. applies and only to the extent of that person's or Coverage under this provision is afforded only organization's liability for the conduct of another until the 180th day after you acquire or form the "insured". organization or the end of the policy period, C. EMPLOYEE HIRED AUTO whichever is earlier. 1. The following is added to Paragraph A.1., B. BLANKET ADDITIONAL INSURED Who Is An Insured, of SECTION II — LIABILITY COVERAGE: The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — LIABILITY An "employee" of yours is an "insured" while COVERAGE: operating an "auto" hired or rented under a contract or agreement in that "employee's" CA F2 19 08 17 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 COMMERCIAL AUTO name, with your permission, while performing United States of America applies to and duties related to the conduct of your prohibits the transaction of business with or business. within such country or jurisdiction, for Liability 2. The following replaces Paragraph b. in B.5., Coverage for any covered "auto" that you Other Insurance, of SECTION IV — lease, hire, rent or borrow without a driver for BUSINESS AUTO CONDITIONS: a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from b. For Hired Auto Physical Damage any of your "employees", partners (if you are Coverage,the following are deemed to be a partnership), members (if you are a limited covered "autos"you own: liability company) or members of their (1) Any covered "auto" you lease, hire, households. rent or borrow; and (a) With respect to any claim made or "suit" (2) Any covered "auto" hired or rented by brought outside the United States of your "employee" under a contract in America, the territories and possessions that individual "employee's" name, of the United States of America, Puerto with your permission, while Rico and Canada: performing duties related to the conduct of your business. (i) You must arrange to defend the However, any auto that is leased, hired, "insured" against, and investigate or rented or borrowed with a driver is not a settle any such claim or "suit" and covered "auto". keep us advised of all proceedings D. EMPLOYEES AS INSURED and actions. The following is added to Paragraph A.1., Who Is (ii) Neither you nor any other involved An Insured, of SECTION II — LIABILITY "insured" will make any settlement COVERAGE: without our consent. Any "employee" of yours is an "insured" while (iii)We may, at our discretion, participate using a covered "auto" you don't own, hire or in defending the "insured" against, or borrow in your business or your personal affairs. in the settlement of, any claim or E. SUPPLEMENTARY PAYMENTS — INCREASED "suit". LIMITS (iv) We will reimburse the "insured" for 1. The following replaces Paragraph A.2.a.(2), sums that the "insured" legally must of SECTION II—LIABILITY COVERAGE: pay as damages because of "bodily (2) Up to $3,000 for cost of bail bonds injury" or"property damage" to which (including bonds for related traffic law this insurance applies, that the violations) required because of an "insured" pays with our consent, but "accident" we cover. We do not have to only up to the limit described in furnish these bonds. Paragraph C., Limit Of Insurance, of 2. The following replaces Paragraph A.2.a.(4), SECTION 11 — LIABILITY of SECTION II—LIABILITY COVERAGE: COVERAGE; (4) All reasonable expenses incurred by the (v) We will reimburse the "insured"for the "insured" at our request, including actual reasonable expenses incurred with loss of earnings up to $500 a day our consent for your investigation of because of time off from work. such claims and your defense of the F. HIRED AUTO — LIMITED WORLDWIDE "insured" against any such "suit", but COVERAGE—INDEMNITY BASIS only up to and included within the limit described in Paragraph C., Limit The following replaces Subparagraph (5) in Of Insurance, of SECTION II — Paragraph B.7., Policy Period, Coverage LIABILITY COVERAGE, and not in Territory, of SECTION IV — BUSINESS AUTO addition to such limit. Our duty to CONDITIONS: make such payments ends when we (5) Anywhere in the world, except any country or have used up the applicable limit of jurisdiction while any trade sanction, insurance in payments for damages, embargo, or similar regulation imposed by the settlements or defense expenses. Page 2 of 4 ©2016 The Travelers Indemnity Company.All rights reserved. CA F2 19 08 17 Includes copyrighted material of Insurance Services Office, Inc.with its permission DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 COMMERCIAL AUTO (b) This insurance is excess over any valid We will pay up to $50 per day to a maximum of and collectible other insurance available $1,500 for temporary transportation expense to the "insured" whether primary, excess incurred by you because of the total theft of a contingent or on any other basis. covered "auto" of the private passenger type. (c) This insurance is not a substitute for J. PERSONAL EFFECTS required or compulsory insurance in any The following is added to Paragraph AA., country outside the United States, its Coverage Extensions, of SECTION III — territories and possessions, Puerto Rico PHYSICAL DAMAGE COVERAGE: and Canada. Personal Effects You agree to maintain all required or We will pay up to $400 for "loss" to wearing compulsory insurance in any such apparel and other personal effects which are: country up to the minimum limits required by local law. Your failure to comply with (1) Owned by an "insured"; and compulsory insurance requirements will (2) In or on your covered"auto". not invalidate the coverage afforded by This coverage applies only in the event of a total this policy, but we will only be liable to the theft of your covered"auto". same extent we would have been liable No deductibles apply to this Personal Effects had you complied with the compulsory insurance requirements. coverage. K. AIRBAGS (d) It is understood that we are not an admitted or authorized insurer outside the The following is added to Paragraph B.3., United States of America, its territories Exclusions, of SECTION III — PHYSICAL and possessions, Puerto Rico and DAMAGE COVERAGE: Canada. We assume no responsibility for Exclusion 3.a. does not apply to "loss" to one or the furnishing of certificates of insurance, more airbags in a covered "auto" you own that or for compliance in any way with the inflate due to a cause other than a cause of"loss" laws of other countries relating to set forth in Paragraphs A.1.b. and A.1.c., but insurance. only: a. If that "auto" is a covered "auto" for G. WAIVER OF DEDUCTIBLE—GLASS Comprehensive Coverage under this policy; The following is added to Paragraph D., b. The airbags are not covered under any Deductible, of SECTION III — PHYSICAL warranty; and DAMAGE COVERAGE: c. The airbags were not intentionally inflated. No deductible applies under Specified Causes of We will pay up to a maximum of $1,000 for any Loss or Comprehensive coverage for loss to glass used in the windshield. one"loss". H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF L. NOTICE AND KNOWLEDGE OF ACCIDENT OR USE—INCREASED LIMIT LOSS The following replaces the last sentence of The following is added to Paragraph A.2.a., of Paragraph A.4.b., Loss Of Use Expenses, of SECTION IV— BUSINESS AUTO CONDITIONS: SECTION III — PHYSICAL DAMAGE Your duty to give us or our authorized COVERAGE: representative prompt notice of the "accident" or However, the most we will pay for any expenses "loss" applies only when the"accident" or"loss" is for loss of use is $65 per day, to a maximum of known to: $750 for any one "accident". (a) You (if you are an individual); I. PHYSICAL DAMAGE — TRANSPORTATION (b) A partner(if you are a partnership); EXPENSES—INCREASED LIMIT (c) A member (if you are a limited liability The following replaces the first sentence in company); Paragraph A.4.a., Transportation Expenses, of (d) An executive officer, director or insurance SECTION III — PHYSICAL DAMAGE manager (if you are a corporation or other COVERAGE: organization); or CA F2 19 08 17 ©2016 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 COMMERCIAL AUTO (e) Any "employee" authorized by you to give such contract. The waiver applies only to the notice of the"accident" or"loss". person or organization designated in such M. BLANKET WAIVER OF SUBROGATION contract. The following replaces Paragraph A.5., Transfer N. UNINTENTIONAL ERRORS OR OMISSIONS Of Rights Of Recovery Against Others To Us, of The following is added to Paragraph B.2., SECTION IV—BUSINESS AUTO CONDITIONS: Concealment, Misrepresentation, Or Fraud, of 5. Transfer Of Rights Of Recovery Against SECTION IV—BUSINESS AUTO CONDITIONS: Others To Us The unintentional omission of, or unintentional We waive any right of recovery we may have error in, any information given by you shall not against any person or organization to the prejudice your rights under this insurance. extent required of you by a written contract However this provision does not affect our right to signed and executed prior to any "accident' collect additional premium or exercise our right of or"loss", provided that the"accident' or"loss" cancellation or non-renewal. arises out of operations contemplated by Page 4 of 4 ©2016 The Travelers Indemnity Company.All rights reserved. CA F2 19 08 17 Includes copyrighted material of Insurance Services Office, Inc.with its permission DocuSign Envelope ID: BBAB1B26-9927-48BO-8C04-45FOA49AAC60 Policy#P6601 H805464COF 23 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITYCOVERAGE PART 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 this Coverage Part, and these coverage broadening provisions do not applyto the extent that coverage is excluded or limited by such an endorsement. Thefollowing listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefullyto determine rights, duties,and what is and is not covered. A. Non-Owned Watercraft–75 Feet Long Or Less H. Blanket Additional Insured – Governmental B. Who Is An Insured–Unnamed Subsidiaries Entities – Permits Or Authorizations Relating To C. Who Is An Insured – Retired Partners, Members, Premises Directors And Employees I. Blanket Additional Insured – Governmental D. Who Is An Insured – Employees And Volunteer Entities – Permits Or Authorizations Relating To Workers – Bodily Injury To Co-Employees, Co- Operations Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice Members, Directors And Employees K. Medical Payments– Increased Limit E. Who Is An Insured –Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition – Limited Liability Companies Professional Liability F. Blanket Additional Insured–Controlling interest M. Blanket Waiver Of Subrogation–When Required G. Blanket Additional Insured – Mortgagees, By Written Contract Or Agreement a— Assignees, Successors Or Receivers N. Contractual Liability–Railroads o� PROVISIONS uses or is responsible for the use of a A. NON-OWNED WATERCRAFT – 75 FEET watercraft that you do not own that is: LONG OR LESS (1) 75 feet long or less; and 1. The following replaces Paragraph (2) of (2) Not being used to carry any person hs Exclusion g., Aircraft, Auto Or Watercraft, or propertyfor a charge; in Paragraph 2. of SECTION I – B. WHO IS AN INSURED – UNNAMED COVERAGES – COVERAGE A – BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The fallowing is added to SECTION II –WHO IS LIABILITY: AN INSURED: (2) A watercraft you do not awn that is: Any of your subsidiaries, other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or propertyfor a charge; if: 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an SECTION II--WHO IS AN INSURED: ownership interest of more than 50% in, such — e. Any person or organization that, with subsidiary on the first day of the policy your express or implied consent, either period; and CG D3 79 02 19 fl 2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. 015049 DocuSign Envelope ID: BBAB1B26-9927-48BO-8C04-45FOA49AAC60 COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under Unless you are in the business or occupation similar other insurance, of providing professional health care No such subsidiary is an insured for "bodily services, Paragraphs (1)(a), (b), (c) and (d) injury" or "property damage" that occurred, or above do not apply to "bodily injury" arising ,. out of providing or failing to provide first aid personal and advertising injury„ caused by an or"Good Samaritan services” b an your our offense committed: retired partners, members, directors or a. Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary;or retired partners, members, directors or b. After the date, if any, during the policy period "employees" providing or failing to provide that you no longer maintain an ownership first aid or "Good Samaritan services"during interest of more than 50% in such subsidiary. their work hours for you will be deemed to be acting within the scope of their employment For purposes of Paragraph 1. of Section II —Who by you or performing duties related to the Is An Insured, each such subsidiary will be conduct of your business. deemed to be designated in the Declarations as: (2) "Personal Injury": a. A limited liability company; b. An organization other than a partnership, pa(a) you,rtners or your current or retired par members (if you are a joint venture or limited liabilitycompany; or partnership or joint venture), to your c. A trust; current or retired members (if you are a as indicated in its name or the documents that limited liability company), to your other current or retired directors or govern its structure. "employees" while in the course of his or C. WHO IS AN INSURED—RETIRED PARTNERS, her employment or performing duties MEMBERS, DIRECTORS AND EMPLOYEES related to the conduct of your business, The following is added to Paragraph 2. of or to your other "volunteer workers"while performing duties related to the SECTION II—WHO IS AN INSURED: conduct of your business; Any person who is your retired partner, member, (b) To the spouse, child, parent, brother or director or"employee"that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or acts within the scope of their employment by you "volunteer worker" as a consequence of or while performing duties related to the conduct Paragraph(2)(a) above; of your business. However, no such retired (c) For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone insured for: else who must pay damages because of (i) "Bodily injury": the injury described in Paragraph (2)(a) or(b) above; or (a) To you, to your current partners or (d) Arising out of his or her providing or members (if you are a partnership or failing to provide professional health care joint venture), to your current members (if you are a limited liability company) or services. to your current directors; (3) "Property damage"to property: (b) To the spouse, child, parent, brother or (a) Owned, occupied or used by; or sister of that current partner, member or (b) Rented to, in the care, custody or control director as a consequence of Paragraph (1)(a) above; of, or over which physical control is (c) For which there is any obligation to being exercised for any purpose by; share damages with or repay someone you, any of your retired partners, members else who must pay damages because of or directors, your current or retired the injury described in Paragraph (1)(a) "employees" or "volunteer workers", any or(b) above; or current partner- or member (if you are a (d) Arising out of his or her providing or partnership or joint venture), or any current failing to provide professional health care member (if you are a limited liability services. company) or current director. Page 2 of 6 O 2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. DocuSign Envelope ID: BBAB1B26-9927-48BO-8C04-45FOA49AAC60 COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED – EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS – BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a. A limited liability company; WORKERS AND RETIRED PARTNERS, MEMBERS,DIRECTORS AND EMPLOYEES b. An organization other than a partnership, The following is added to Paragraph 2.a.(1) of joint venture or limited liability company; or SECTION II–WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not c. A trust; apply to "bodily injury" to a current or retired co- as indicated in its name or the documents "employee" while in the course of the co- that govern its structure. "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED – duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1. The following is added to SECTION II – workers" or retired partners, members or WHO IS AN INSURED: directors while performing duties related to the conduct of your business. Any person or organization that has Financia! E. WHO IS AN INSURED–NEWLY ACQUIRED control of you is an insured with respect to OR FORMED LIMITED LIABILITY COMPANIES liabifityfar "bodily injury", "property damage" or "personal and advertising injury" that The following replaces Paragraph 3. of arises out of: SECTION II–WHO IS AN INSURED: a, Such financial control; or 3. Any organization you newly acquire or form, b. Such person's or organization's other than a partnership or joint venture, and ownership, maintenance or use of of which you are the sole owner or in which premises leased to or occupied by you. you maintain an ownership interest of more than 50%, will qualify as a Named Insured if The insurance provided to such person or there is no other similar insurance available organization does not apply to structural to that organization. However: alterations, new construction or demolition a. Coverage under this provision is operations performed by or on behalf of such afforded only: person or organization. (1) Until the 180th day after you acquire 2. The following is added to Paragraph 4. of " or form the organization or the end SECTION II –WHO IS AN INSURED: —_ of the policy period, whichever is This paragraph does not apply to any �= earlier, if you do not report such premises owner, manager or lessor that has organization in writing to us within financial control of you. 180 days after you acquire or form it; G. BLANKET ADDITIONAL INSURED – or MORTGAGEES, ASSIGNEES, SUCCESSORS (2) Until the end of the policy period, OR RECEIVERS �. when that date is later than 180 days The following is added to SECTION II –WHO IS –= after you acquire or form such AN INSURED: organization, if you report such organization in writing to us within Any person or organization that is a mortgagee, 180 days after you acquire or form it; assignee, successor or receiver and that you b. Coverage A does not apply to "bodily have agreed in a written contract or agreement injury" or "property damage" that to include as an additional insured on this occurred before you acquired or formed Coverage Part is an insured, but only with the organization; and respect to its liability as mortgagee, assignee, successor or receiver for"bodily injury","property —__ c. Coverage B does not apply to "personal damage" or "personal and advertising injury" and advertising injury" arising out of an that: offense committed before you acquired a. Is "bodily injury" or "property damage" that or formed the organization. occurs, or is personal and advertising injury„ For the purposes of Paragraph 1. of Section caused by an offense that is committed, II – Who Is An Insured, each such CG D3 79 02 19 O 2017 The Travelers indemnity Company.All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. 015050 DocuSign Envelope ID: BBAB1B26-9927-48BO-8C04-45FOA49AAC60 COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement;and banners or decorations. b. Arises out of the ownership, maintenance or 1. BLANKET ADDITIONAL INSURED — use of the premises for which that GOVERNMENTAL ENTITIES — PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II —WHO IS this Coverage Part, AN INSURED: The insurance provided to such mortgagee, Any governmental entity that has issued a permit assignee, successor or receiver is subject to the or authorization with respect to operations following provisions: performed by you or on your behalf and that you a. The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contractor agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less. and advertising injury" arising out of such b. The insurance provided to such person or operations. organization does not applyto: The insurance provided to such governmental (1) Any"bodily injury" or "property damage" entity does not apply to: that occurs, or any "personal and a. Any "bodily injury", "property damage" or advertising injury" caused by an offense "personal and advertising injury" arising out that is committed, after such contract or of operations performed for the agreement is no longer in effect; or governmental entity; or (2) Any"bodily injury", "property damage" or b. Any "bodily injury" or "property damage" "personal and advertising injury" arising included in the "products-completed out of any structural alterations, new operations hazard". construction or demolition operations INCIDENTAL MEDICAL MALPRACTICE performed by or on behalf of such J. mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the receiver. definition of "occurrence" in the H. BLANKET ADDITIONAL INSURED — DEFINITIONS Section: GOVERNMENTAL ENTITIES — PERMITS OR b. An act or omission committed in AUTHORIZATIONS RELATING TO PREMISES providing or failing to provide "incidental The following is added to SECTION II —WHO IS medical services", first aid or "Good Samaritan services" to a person, unless AN INSURED: you are in the business or occupation of Any governmental entity that has issued a permit providing professional health care or authorization with respect to premises owned services. or occupied by, or rented or loaned to, you and 2. The following replaces the last paragraph of that you are required by any ordinance, law, Paragraph 2.a.(1) of SECTION Il — WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupation Coverage Part is an insured, but only with of providing professional health care respect to liability for "bodily injury", "property services, Paragraphs (1)(a), (b), (c) and (d) damage" or "personal and advertising injury" above do not apply to "bodily injury" arising arising out of the existence, ownership, use, out of providing or failing to provide: maintenance, repair, construction, erection or removal of any of the following for which that (a) "Incidental medical services" by any of governmental emit has issued such your "employees" who is a nurse, g y permit or nurse assistant, emergency medical authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, technician, paramedic, athletic trainer, driveways, manholes, marquees, hoist away audiologist, dietician, nutritionist, Page 4 of 6 Ce3 2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: BBAB1B26-9927-48BO-8C04-45FOA49AAC60 COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for "bodily injury" that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your"employees"or"volunteer subject to Paragraph 2.a.(1) of Section II – workers", other than an employed or Who Is An Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS–INCREASED LIMIT or"volunteer workers" providing or failing The following replaces Paragraph 7. of to provide first aid or "Good Samaritan SECTION III–LIMITS OF INSURANCE: services"during their work hours for you will be deemed to be acting within the 7. Subject to Paragraph S. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person, and will be the higher of: Paragraph 5. of SECTION Ill – LIMITS OF a. $10,000; or INSURANCE: For the purposes of determining the b. The amount shown In the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION– PROFESSIONAL LIABILITY services"to any one person will be deemed The following is added to Paragraph 4.b., to be one"occurrence". 4. The followingexclusion is added to Excess Insurance, of SECTION IV COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I – CONDITIONS: COVERAGES – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent LIA *= LIAOf Pharmaceuticals or on any other basis, that is Professional Sale Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion ofCoverage A or Coverage B. ordinance relating to the sale of N= pharmaceuticals committed by, or with the M. BLANKET WAIVER OF SUBROGATION – knowledge or consent of the insured. WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT 5. The following is added to the DEFINITIONS Section: The following is added to Paragraph 8.,Transfer "Incidental medical services"means; Of Rights Of Recovery Against Others To Us, of SECTION IV – COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x- LIABILITY CONDITIONS: �= ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related agreement to waive that insured's right of furnishing of food or beverages; or �— recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person �= medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV - - COMMERCIAL GENERAL LIABILITY occurs; or —_ CONDITIONS: b. "Personal and advertising injury" caused by This"insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission, 015051 DocuSign Envelope ID: BBAB1B26-9927-48BO-8C04-45FOA49AAC60 COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY--RAILROADS 1.• The following replaces Paragraph c. of the definition of "insured contract' in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 O 2417 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 Policy Number,. 8109M551030 23 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM - PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.l.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION 11 — LIABILITY CONDITIONS: COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs, and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Liability Coverage, organization, that is signed by you before the but only for damages to which this insurance "bodily Injury" or "property damage" occurs and applies and only to the extent of that person's or that is in effect during the policy period, requires organization's liability for the conduct of another this insurance to be primary and non-contributory. "insured". CA T4 74 08 17 C 2016 The Travelers indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.mdth its permission. 000177 DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 TRAVELERS J� WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC000313 4/84 POLICY NUMBER: UB-4K20245223 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: 04-28-22 PAGE 1 OR DocuSign Envelope ID: BBAB1B26-9927-48BO-8C04-45FOA49AAC60 Policy Number, P660IH805464COF 23 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following" COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION 11 —WHO IS plies only to such "bodily injury" or "property AIV INSURED: damage"that occurs before the end of the pe- Any person or organization that you agree in a rind of time for which the 'written contract re- "written contract requiring insurance"to include as quiring insurance" requires you to provide an additional insured on this Coverage Part,but: such coverage orthe end of the policy period, whichever is earlier. a. Only with respect to liability for"bodily injury", 2. The following is added to Paragraph Ca. of SEC- "property damage"or"personal injury";and TION IV—COMMERCIAL GENERAL LIABILITY b. If, and only to the extent that, the injury or CONDITIONS-. damage is caused by acts or omissions of The insurance provided to the additional insured you or your subcontractor in the performance is excess over any valid and collectible "other in- of "your work" to which the "written contract surance", whether primary, excess, contingent or requiring insurance" applies. The person or on any other basis, that is available to the addi- organization does not qualify as an additional tional insured for a loss we cover. However, if you insured with respect to the independent acts specifically agree in the "written contract requiring or omissions of such person or organization. insurance" that this insurance provided to the ad- The insurance provided to such additional insured ditional insured under this Coverage Part must is limited as follows: apply on a primary basis or a primary and non- c. In the event that the Limits of Insurance of contributory basis, this insurance is primary to this Coverage Part shown in the Declarations "other insurance" available to the additional in- exceed the limits of liability required by the sured which covers that person or organization as ""written contract requiring insurance", the in- a named insured for such loss, and we will not surance provided to the additional insured share with that "other insurance". But this insur- shall be limited to the limits of liability required ance provided to the additional insured still Is ex- by that "written contract requiring insurance". cess over any valid and collectible "other insur- Thisendorsement shall not increase the limits ance", whether primary, excess, contingent or on of insurance described in Section III — Limits any other basis, that is available to the additional Elf Insurance. insured when that person or organization is an d. This insurance does not apply to the render- additional insured under any"other insurance". ing of or failure to render any "professional 3. The following is added to SECTION IV — CCM services"' or construction management errors MERCIAL GENERAL LIABILITY CONDITIONS: or omissions. Duties Of An Additional Insured e. This insurance does not apply to "bodily in- As a condition of coverage provided to the addi- jury" or "property damage" caused by "your tional insured: work" and included in the "products- a. The additional insured must give us written completed operations hazard" unless the notice as soon as practicable of an "occur- "written contract requiring insurance" specifi- cally requires you to provide such coverage claim. To the extent possible, such notice for that additional insured, and then the insur- should in ance provided to the additional insured ap�- CG D4 14 04 08 @ 2008 The Travelers Companies,Inc. Page I of 2 DocuSign Envelope ID: BBAB1B26-9927-48BO-8CO4-45FOA49AAC60 COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" any provider of other insurance which would or offense took place, cover the additional insured for a loss we ii. The names and addresses of any injured cover. However, this condition does not affect persons and witnesses; and whether this insurance provided to the addi- iii. The nature and location of any.injury or tional insured is primary to that other insur- damage arising out of the"occurrence" or ance available to the additional insured which offense. covers that person or organization as a named insured. b. If a claim is made or'"suit"" is brought against 4. The following Is added to the DEFINITIONS See- the additional insured, the additional insured tion: ion: 1. Immediately record the specifics of the 'VVritten contract requiring insurance" means that claim or"sult"and the date received;and part of any written contract or agreement under U. Notify us as soon as practicable. which you are required to include a person or or- ganization as an additional insured on this Cover- The additional insured 'must see to it that we age Part, provided that the "bodily injury" and receive written notice of the claim or"suit" as "property damage" occurs and the "personal in- soon as practicable. jury"is caused by an offense committed: c. The additional insured must immediately send a. After the signing and execution of the contract us copies of all legal papers received in con- or agreement by you; nection with the claim or"suit",cooperate with b. While that part of the contract or agreement is us in the investigation or settlement of the in effect; and claim or defense against the "suit", and oth- erwise comply with all policy conditions. c. Before the end of the policy period. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to Page 2 of 2 @ 2008 The Travelers Companies,Inc. CG D4 14 04 08 000290