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HomeMy WebLinkAbout25232AGREEMENT INFORMATION AGREEMENT NUMBER 25232 NAME/TYPE OF AGREEMENT ARDURRA GROUP, INC. DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/CIVIL ENGINEERING SERVICES FOR CITYWIDE FLOOD MITIGATION IMPROVEMENTS - PROJECT NO. B-233606/FILE ID: 15870/R-24-0203/MATTER I D : 24-2154 EFFECTIVE DATE November 4, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 11/4/2024 DATE RECEIVED FROM ISSUING DEPT. 11/5/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 ) OR4 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement . DEPT. CONTACT PERSON: Luis Caseres /Anthony Hansen NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Ardurra Group, Inc. EXT. 1923 IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ 1,322,148.27 FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) ■ ■ YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (BRIEF SUMMARY): Execution of a Professional Services Agreement with Ardurra Group, Inc. for RFQ No. 23-24-004 Civil Engineering Services for Citywide Flood Mitigation Improvements - Project No. B-233606 - 8th Street Flood Improvements COMMISSION APPROVAL DATE: 05/23/2024 FILE ID: 15870 ENACTMENT Na: R-24-0203 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR/CHIEF PROCUREMENT OFFICER Reviewed by FVP. OK to proceed. August 15 , 2024 Annie 16e50':21PEDT SIGNATURE: DocuSigned by: C_A-A.A.L:e.. °' 89540EB73CAC468 DocuSigned by: FKAI,tk 6144 `-27395C6318214E7. r—DocuSigned by: K /' at -O �ssncLssz4s11D1 RISK MANAGEMENT August 16, 2024 Ann -Marie Sharpe I 06: 53 : 3EDT SIGNATURE: CITY ATTORNEY /s/ TMF Matter lD# 24-2154 October 4, 2024 G or e :0K. 3WyysonIII 1635 EDT SIGNATURE: BUDGET OFFICE Funding is available in 40-8233606 LEM 10/25/24 October 25, 202 M rl GO Inn e( 1�:04:08 EDT SIGNATURE: DocuSigned by: �-J/ 65 '- ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER November 1, 20Z rry Sf ing'5C46AA EDT 11 SIGNATURE: .6F9E&1& DocuSigned by: '� -�'�„„� l�^+ Spr ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS N/A C91540@28 E54D Barbara Hernandez, MPA SIGNATURE:��M�N/A ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE November 4, 20ZAA"ey Def3:15 EST SIGNATURE: ,—DocuSigned by: DEPUTY CITY MANAGER November 4, 202 NN to h of r ms al :oL EW SIGNATURE: DocuSigned by: Nr` CITY MANAGER November 4, 2024thtir qq 18r:t a Y2 EST SIGNATURE:: 84B7g00'97274"TB.. DoocuSigned by: ar L__NOVI .. ,—DocuSigned by: CITY CLERK November 4, 2024 \--858cF6c372DD Tod Hannon 17:41:54 EST SIGNATURE: Am E46D7560DCF1459 -w;L PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PR Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: Civil Engineering Services for Citywide Flood Mitigation Improvements — Project No. B-233606 — 8th Street Flood Improvements 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ ❑ City Manager — Authority level of $ 0 City Commission — RESOLUTION No. 24-0203 (Expedited List) 2. PROCUREMENT METHOD: 0 RFP/Q ❑ ITB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 ❑ OTHER (Please explain): 3. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC. N/A 4. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ❑ YES ❑ NO IF YES, WHAT IS THE RESOLUTION NUMBER? 5. WHAT IS THE SCOPE OF SERVICES? The Successful Proposer shall provide design engineering services for road reconstruction including, but not limited to, drainage improvements, stormwater modeling, sidewalks, ADA compliant ramps, curb and/or gutter structures, pavement markings and striping, roadway signage, utility coordination, design development, construction permitting, bidding and construction administration. The proposed drainage will include exfiltration trenches and a series of underground injection wells. The City may also require the Successful Proposer to perform survey, geotechnical services, landscaping architecture, roadway lighting, traffic signalization, public involvement, and related services necessary for the design and preparation of construction documents for the Project. 6. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Resilience and Public Works 7. IS THE AWARDEE THE INCUMBENT? N/A Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 8. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A 9. WHEN DOES THE CURRENT CONTRACT EXPIRE? Upon completion of Project. 10. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? N/A 11.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Florida Statutes Sec. 287.055, Consultants' Competitive Negotiation Act (CCNA) Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Civil Engineering Services for Citywide Flood Mitigation Improvements - Project No. B-233606 Project Specific - 8th Street Flood Improvements Ardurra Group, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 4 ARTICLE 2 GENERAL CONDITIONS 6 2.01 TERM 6 2.02 SCOPE OF SERVICES 6 2.03 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS 6 2.04 COMPENSATION 6 ARTICLE 3 PERFORMANCE 7 3.01 PERFORMANCE AND DELEGATION 7 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 7 3.03 CONSULTANT KEY STAFF 7 3.04 TIME FOR PERFORMANCE 7 3.05 STANDARD OF CARE 7 ARTICLE 4 SUBCONSULTANTS 8 4.01 GENERAL 8 4.02 SUBCONSULTANT RELATIONSHIPS 8 4.03 CHANGES TO SUBCONSULTANTS 8 ARTICLE 5 DEFAULT 8 5.01 GENERAL 8 5.02 CONDITIONS OF DEFAULT 9 5.03 TIME TO CURE DEFAULT, FORCE MAJEURE. 9 ARTICLE 6 TERMINATION OF AGREEMENT 9 6.01 CITY'S RIGHT TO TERMINATE 9 6.02 CONSULTANT'S RIGHT TO TERMINATE 9 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 10 ARTICLE 7 DOCUMENTS AND RECORDS 10 7.01 OWNERSHIP OF DOCUMENTS 10 7.02 DELIVERY UPON REQUEST OR CANCELLATION 10 7.03 RE -USE BY CITY 10 7.04 NON -DISCLOSURE 10 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 11 7.06 E-VERIFY 11 ARTICLE 8 INDEMNIFICATION 11 ARTICLE 9 INSURANCE 12 9.01 COMPANIES PROVIDING COVERAGE 13 9.02 VERIFICATION OF INSURANCE COVERAGE 13 9.03 FORMS OF COVERAGE 13 9.04 MODIFICATIONS TO COVERAGE 14 ARTICLE 10 MISCELLANEOUS 14 10.01 AUDIT RIGHTS; INSPECTION 14 10.02 ENTIRE AGREEMENT 14 10.03 SUCCESSORS AND ASSIGNS 14 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 14 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 15 10.06 NOTICES 15 10.07 INTERPRETATION 16 10.08 JOINT PREPARATION 16 10.09 PRIORITY OF PROVISIONS 16 10.10 MEDIATION - WAIVER OF JURY TRIAL 16 10.11 TIME 16 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.12 COMPLIANCE WITH LAWS 17 10.13 NO PARTNERSHIP 17 10.14 DISCRETION OF DIRECTOR 17 10.15 RESOLUTION OF CONTRACT DISPUTES 17 10.16 INDEPENDENT CONTRACTOR 18 10.17 CONTINGENCY CLAUSE 18 10.18 THIRD PARTY BENEFICIARY 18 10.19 ADDITIONAL TERMS AND CONDITIONS 18 10.20 SEVERABILITY 18 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES 19 10.22 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS 19 ATTACHMENT A - SCOPE OF WORK 30 ARTICLE Al GENERAL 30 A1.01 SCOPE OF SERVICES 30 A1.02 WORK ORDERS 30 A1.03 PAYMENTS 31 ARTICLE A2 OVERVIEW OF PROJECT SERVICES 31 A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 32 A2.07 TIME FRAMES FOR COMPLETION 32 ARTICLE A3 ADDITIONAL SERVICES 32 A3.01 GENERAL 32 A3.02 EXAMPLES 32 A3.03 ADDITIONAL DESIGN 33 ARTICLE A4 REIMBURSABLE EXPENSES 33 A4.01 GENERAL 33 A4.02 SUBCONSULTANT REIMBURSEMENTS 33 ARTICLE A5 CITY'S RESPONSIBILITIES 33 A5.01 PROJECT AND SITE INFORMATION 33 A5.02 CONSTRUCTION MANAGEMENT 34 SCHEDULE Al - SUBCONSULTANTS 35 SCHEDULE A2 - KEY STAFF 35 ATTACHMENT B - COMPENSATION AND PAYMENTS 36 ARTICLE B1 METHOD OF COMPENSATION 36 B1.01 COMPENSATION LIMITS 36 B1.02 CONSULTANT NOT TO EXCEED 36 ARTICLE B2 WAGE RATES 36 B2.01 FEE BASIS 36 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 36 B2.03 MULTIPLIER 36 B2.04 CALCULATION 37 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 37 B2.06 ESCALATION 37 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 37 B3.01 LUMP SUM 37 B3.02 HOURLY RATE FEES 37 B3.03 REIMBURSABLE EXPENSES 38 B3.04 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES 38 B3.05 FEES FOR ADDITIONAL SERVICES 38 B3.06 PAYMENT EXCLUSIONS 39 B3.07 FEES RESULTING FROM PROJECT SUSPENSION 39 ARTICLE B4 PAYMENTS TO THE CONSULTANT 39 B4.01 PAYMENTS GENERALLY 39 B4.02 FOR COMPREHENSIVE BASIC SERVICES 39 B4.03 BILLING - HOURLY RATE 39 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 39 B4.05 DEDUCTIONS 39 ARTICLE B5 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 40 B5.01 GENERAL 40 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 40 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 40 B6.01 GENERAL 40 SCHEDULE 131 - WAGE RATES SUMMARY 41 SCHEDULE B2 - CONSULTANT INVOICE 42 Civil Engineering Services for Citywide Flood 2 RFQ No. 23-24-004/4 Mitigation Improvements - Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Civil Engineering Services for Citywide Flood Mitigation Improvements — Project No. B-233606 Contract Type Project Specific Consultant Ardurra Group, Inc. Consultant Office Location 8600 NW 17th Street, Suite 200, Doral, FL 33126 City Authorization Section 18-87, City of Miami Code Agreement Number 23-24-004 / 4 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this4th day of November in the year 2024 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and Ardurra Group, Inc., hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 23-24-004 on November 17, 2023, for the provision of Civil Engineering Services for Citywide Flood Mitigation Improvements ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents ("Solicitation Documents"), and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. The Solicitation Documents are deemed as being attached hereto and incorporated by reference herein as supplemental terms, providing, however, that in the event of any conflicts(s) or inconsistencies with the terms of this Agreement, this Agreement shall control and supersede any such conflicts(s). B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act, hereinafter referred to as "CCNA"), and the applicable provisions of the City Procurement Ordinance, including, without limitation, City Code Section 18-87, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Civil Engineering Services for Citywide Flood 3 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws, and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager who may delegate certain tasks to the Director as defined in Section 1.12. 1.08 City Risk Manager shall mean the Risk Manager of the City of Miami who heads the Department of Risk Management 1.09 Commission means the legislative body of the City of Miami. This has the same meaning as City Commission and is an abbreviation. 1.10 Consultant means the individual, partnership, corporation, association, joint venture, limited liability company, other recognized business entity, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.11 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.12 Department means or refers to the City of Miami's Department of Resilience and Public Works ("DRPW'). 1.13 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for this Agreement, the Director is the top administrator of DRPW or their authorized designee. 1.14 Errors means items in the plans, specifications, or other documents prepared by the Consultant that are shown incorrectly, which results in a change to the Services and results in the need for the Contractor to perform corrective work, rework, or additional work or which causes a delay to the completion of construction. 1.15 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by the Consultant, which fail to meet the Standard of Care. 1.16 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.17 Key Personnel means Staff positions assigned on a full-time basis to the Program by the Program Coordinator with the Director's approval, to serve as an extension of the City's staff Civil Engineering Services for Citywide Flood 4 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 typically working inside the City's Miami Riverside Center (MRC) or other requested City facility. 1.18 Notice to Proceed ("NTP") means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all precedent conditions have been met and/or directing that the Consultant may begin work on the Project. 1.19 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 1.20 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. 1.21 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.22 Program means the City's multi -year Stormwater Infrastructure Improvements Programs, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's stormwater infrastructure projects over a five (5) year period. 1.23 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.24 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.25 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.26 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.27 Risk Management Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.28 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables, and milestones required for the completion of a Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.29 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise ("CBE"), means a firm that has been certified by Miami -Dade County, who will provide architectural, landscape architectural, engineering, or surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87. Civil Engineering Services for Citywide Flood 5 Mitigation Improvements — Project No. B-233606 RFQ No. 23-24-004/4 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 1.30 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.31 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.32 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.33 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.34 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall take effect upon the date written above upon its execution by the authorized officers and shall be effective until final completion of construction of the Project and Final Payment is made to the Consultant. 2.02 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, hereto, which is incorporated into and made a part of this Agreement. 2.03 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS Prospective Firms must (shall) adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified Community Business Enterprise ("CBE"), in good standing. 2) Place a specific emphasis on utilizing local small businesses from within the City'& municipal boundaries. For information on the SBE requirements, visit the Miami Dada County, Intcrnal Scrvicc& Department website at http://www.miamidade.gov/smallbusiness/certification proqrams.asp. Failure to adhere to these requirements will cause the firm to be disqualified as nonresponsive or at a subccqucnt timc cause the Agreement to be canceled. 2.04 COMPENSATION 2.04-1 Compensation Limits: The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B, Compensation and Payments, hereto, which is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation payable to the Consultant by the City, exceed $1,322,148.27, inclusive of Reimbursable Expenses, a Dedicated Allowance for the Water Main portion of the Project, and Owner's Contingency Allowances, as detailed in Exhibit A, Consultant Work Order Proposal, attached hereto, unless explicitly approved by action of the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditures, costs, fees, or charges beyond the compensation limits of this Agreement, as it may be amended from time to time. The Work Civil Engineering Services for Citywide Flood 6 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 may never exceed the limitations provided in Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for continuing contracts and other limitations on compensation, as applicable. 2.04-2 Payments: Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VI I, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said another person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, based on qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the City, as long as said Key Staff are in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff. The Consultant shall provide the Director, or their designee with information required to determine the suitability of the proposed new Key Staff. The Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for t. individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by the Director or their designee and to complete each assignment, task or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such an extension of time shall not be cause for any claims by the Consultant for additional compensation or for any damages. 3.05 STANDARD OF CARE Consultant shall use the same degree of care, skill, and diligence exercised in the performance of the services as is ordinarily possessed and exercised by members of the same profession, currently practicing, under similar circumstances ("Standard of Care") and is solely responsible Civil Engineering Services for Citywide Flood 7 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61G1, Chapter 471 (Engineering), and Chapter 481 (Architecture, Interior Design, and Landscape Architecture) of the Florida Statutes, as amended, and all regulations promulgated applicable to these professions. Consultant shall perform due diligence, in accordance with the Standard of Care, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any material term or condition of this Agreement or any other Agreement it has with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, Civil Engineering Services for Citywide Flood 8 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement, or in any agreement it has with the City, beyond the specified period allowed to cure such Default. 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT, FORCE MAJEURE. The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City (including specifically the City Manager or the Director acting administratively), has the right to terminate this Agreement for any reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents, including all electronic (digital) copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or the Director's designee. The Consultant shall be paid in accordance with the provisions of Attachment B, provided that said documentation is turned over to the Director or the Director's designee within ten (10) business days of termination. Failure to timely deliver the documentation shall cause the withholding of any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee. 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation for the Services that were performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge, or entitlement it may have, or will, have against the City, its officials, or employees. The Consultant has voluntarily acknowledged the applicability of this Section by submitting a response to this solicitation. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. Consultant shall give the City prior written notice in the Civil Engineering Services for Citywide Flood 9 Mitigation Improvements — Project No. B-233606 RFQ No. 23-24-004/4 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 manner provided herein specifying the City's breach and afford the City sixty (60) calendar days to cure. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse to these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees, or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NON -DISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third person, firm or organization, without Director's or their designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings, or otherwise required by law, where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, and Subconsultants to comply with the provisions of this paragraph. Civil Engineering Services for Citywide Flood 10 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant shall keep adequate records and supporting documentation, which concern or reflect its Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, as amended, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service; (2) upon request from the City's custodian of public records, provide the City 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 in this chapter or as otherwise provided by law; (3) ensure that 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 City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City 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 City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. 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 AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 7.06 E-VERIFY Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the Agreement and shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Subconsultant during the Agreement term. ARTICLE 8 INDEMNIFICATION The Consultant shall indemnify, hold harmless, save and defend the City, its officers, agents, directors, instrumentalities, agencies, and/or employees from all liabilities, damages, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused Civil Engineering Services for Citywide Flood 11 Mitigation Improvements — Project No. B-233606 RFQ No. 23-24-004/4 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of services under this Contract. Consultant shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory, contractual, tort, strict liability, or other claims, actions, injuries, or damages arising or resulting from the work, unless it is alleged that the City, its officials and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, against any and all claims of liability and all claims, suits and actions of every name and description which may be brought against the City, in connection with services performed by the Consultant or persons employed or utilized by Consultant. This indemnity, hold harmless and duty to defend, shall survive the term of this Agreement, and shall also survive the cancellation or expiration of this Agreement. This indemnity shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable. If any portion of the Indemnity is invalidated by a court of competent jurisdiction to be invalid, unenforceable, or illegal, the unenforceable provision shall not affect the otherwise valid terms and provisions of this Section. The applicable terms and provisions shall be deemed modified and will be given effect to the extent necessary to render such provision(s) enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest extent possible the intent and agreements of the parties as are set forth in this Section. The Consultant shall require all Subconsultant agreements to include a provision that they shall indemnify the City. The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Consultant in which the City participated, either through review or concurrence of the Consultant's actions. In reviewing, approving, or rejecting any submissions by the Consultant or other acts of the Consultant, the City in no way assumes or shares any responsibility or liability of the Consultant or Subconsultant under this Agreement. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Consultant. ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained and provided to the City all insurance required hereunder and the City's Risk Management Administrator also known as the Director of the Risk Management Department, or their authorized designee, has approved such insurance. Should the Consultant not maintain the insurance coverage required in this Agreement, the City may cancel this Agreement or, at its sole discretion, shall purchase such coverage and charge the Consultant for such coverage purchased. The City shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage purchased or the insurance company or companies used. The decision of the City to purchase such insurance coverage shall in no way be construed as a waiver of its rights under this Agreement. Civil Engineering Services for Citywide Flood 12 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Procurement Department and Risk Management Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, and shall be enclosed herein as Exhibit C Insurance. The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to the Procurement Department and Risk Administrator within ten (10) business days of written request. 9.03 FORMS OF COVERAGE 9.03.1 Commercial General Liability and Automobile Liability: The Consultant shall maintain commercial general liability coverage written on a primary and non- contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favor of the certificate holder. The coverage shall be written on a primary and non-contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalent. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03.2 Business Automobile: The Consultant shall provide business automobile liability coverage including coverage for all owned, hired, and non -owned autos with a minimal combined single limit of $1,000,000.00 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03.3 Professional Liability Insurance: The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $2,000,000.00 per claim, $2,000,000.00 aggregate providing for all sums which the Consultant shall be legally obligated to pay as damages for claims arising out of the services performed by the Consultant or any person employed by the Consultant in connection with this Agreement. This insurance shall be maintained for at least one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 9.03.4 Worker's Compensation Insurance: The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 for bodily injury caused by disease, each employee, policy limit. 9.03.5 Umbrella Liability: The Consultant shall maintain Umbrella Liability with minimum limits of $1,000,000.00 per occurrence and policy aggregate. Excess Follow form over all liability policies contained herein. 9.03.6 Subconsultant Compliance: The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. Civil Engineering Services for Citywide Flood 13 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 10.06, Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market and may request additional consideration from the City accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101 and Section 18-102 of the City Code are applicable to this Agreement and are deemed as being incorporated by reference herein. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated, or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. Civil Engineering Services for Citywide Flood 14 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: Arthur Noriega V City Manager Office of the City Manager, City of Miami 444 SW 2nd Avenue, 10t" Floor Miami, Florida 33130-1910 Email: ANorieqamiamiqov.com Phone: 305-416-1025 Annie Perez, CPPO Director/Chief Procurement Officer Department of Procurement, City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePereznmiamigov.com Phone: 305-416-1910 George K. Wysong III City Attorney Office of the City Attorney, City of Miami 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: GWysongc miamigov.com Phone: 305-416-1800 With Copies to: Juvenal Santana, PE, CFM Director Department of Resilience and Public Works, City of Miami 444 SW 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: JSantana@miamiqov.com Phone: 305-416-1218 Civil Engineering Services for Citywide Flood 15 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Ardurra Group, Inc. Christopher F. Kuzler, PE Director — Managing Principal 8600 NW 17t" Street, Suite 200 Doral, FL 33126 Email: ckuzler@ardurra.com Phone: 786-228-5666 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant, and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION - WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the Consultant's Services under this contract, and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 50/50 basis. The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. Civil Engineering Services for Citywide Flood 16 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations, and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. 10.12.1 Non -Discrimination: The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, gender identity, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, gender identity, religion, age, handicap, marital status, national origin, or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12.2 OSHA Compliance: The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non-compliance with safety regulations is exhibited by the Consultant. 10.12.3 ADA Compliance: The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding non-discrimination on the basis of disability) and all applicable regulations, guidelines, and standards. Additionally, the Consultant shall take affirmative steps to insure non-discrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner. The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Director of DRPW, as identified in Article 10.06, Notices. Upon receipt of said notification, the Director of DRPW shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Director of DRPW fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification, the Director of Procurement shall review the issues relative to the dispute and issue Civil Engineering Services for Citywide Flood 17 Mitigation Improvements — Project No. B-233606 RFQ No. 23-24-004/4 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, the City Manager's decision shall be approved or disapproved by the City Commission. The Consultant shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by City Commission if applicable; or (ii) a period of sixty (60) calendar days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the City Manager's decision is subject to City Commission approval; or (iii) The City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR The Consultant has been procured and is engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. The Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to the Consultant and agrees to provide workers' compensation insurance for any employee or agent of the Consultant rendering services to the City under this Agreement. The City is not a guarantor of any debt or obligation of the Consultant and the Consultant has no ability to bind the City in this regard. 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) calendar days' notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no additional terms, or conditions, which materially or substantially vary, modify, or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. 10.20 SEVERABILITY If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision, or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation for convenience. Civil Engineering Services for Citywide Flood 18 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as the original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 10.22 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS This subsection applies to all projects included in this solicitation. a. Equal Employment Opportunity As it may be applicable during the performance of this contract, the Consultant agrees as follows: 1. The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and the employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the consultant's legal duty to furnish information. 4. The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the Consultant's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6. The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and Civil Engineering Services for Citywide Flood 19 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7. In the event of the Consultant's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8. The Consultant will include the portion of the sentence immediately preceding paragraph and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subconsultant or vendor. The Consultant will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency the Consultant may request the United States to enter into such litigation to protect the interests of the United States. The City of Miami further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, that the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of the City which does not participate in work on or under the contract. The City agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The City further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon. b. Compliance with the Copeland "Anti -Kickback" Act The Consultant shall comply with 18 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. The Consultant or subconsultant shall insert in any subcontracts the clause above and such other clauses as the federal agency providing funding may deem appropriate to require, and also a clause requiring the subconsultants to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for the compliance by any subconsultant or lower -tier subconsultant with all of these contract clauses. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a Consultant and subconsultant as provided in 29 C.F.R. § 5.12. Civil Engineering Services for Citywide Flood 20 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 c. Compliance with the Contract Work Hours and Safety Standards Act 1. Overtime Requirements: No Consultant or subconsultant contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one half time the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek. 2. Violation; liability for unpaid wages; liquidated damages: In the event of any violation of the clause set forth in paragraph (1) of this section, the Consultant and any subconsultant responsible therefore shall be liable for the unpaid wages. In addition, such Consultant and subconsultant shall be liable to the United States (in case of the work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty (40) hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. 3. Withholding for unpaid wages and liquidated damages: The City of Miami shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Consultant or subconsultant under any such contract or any other Federal contract with the same Consultant, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sums as may be determined to be necessary to satisfy any liabilities of such Consultant or subconsultant for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. 4. The Consultant or subconsultant shall insert in any subcontracts the clauses set forth in paragraph through (4) of this section and also a clause requiring the subconsultants to include these clauses in any lower tier subcontract. The Consultant shall be responsible for compliance by any subconsultant or lower -tier subconsultant with the clauses set forth in paragraph (1) through (4) of this section. d. Rights to Inventions Made Under Contract If the contract award meets the definition of "funding agreement" under 37C.F.R. § 401.2(a) and the City entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the City must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by the federal agency providing funding. e. Clean Air Act 1. The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. 2. The Consultant agrees to report each violation to the City of Miami and understands and agrees that the City of Miami will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. Civil Engineering Services for Citywide Flood 21 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 3. The Consultant agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by a federal agency. f. Federal Water Pollution Control Act 1. The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.1251 et seq. 2. The Consultant agrees to report each violation to the City of Miami and understands and agrees that the City of Miami will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The Consultant agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by a federal agency. Procurement of Recovered Materials 1. In the performance of this contract, the Consultant shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired: g• a. b. Competitively within a timeframe performance schedule; Meeting contract performance schedule; providing for compliance with the contract c. At a reasonable price. 2. Information about this requirement, along with the list of EPA -designate items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. 3. The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. h. Prohibition On Certain Telecommunications and Video Surveillance Services or Equipment 1. Funds are prohibited from being used to: a. Procure or obtain; b. Extend or renew a contract to procure or obtain; or c. Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). i. For the purposes of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). ii. Telecommunications or video surveillance services provided by such entities or using such equipment. iii. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Civil Engineering Services for Citywide Flood 22 Mitigation Improvements — Project No. B-233606 RFQ No. 23-24-004/4 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. 2. In implementing the prohibition under Public Law 115-232, section 889, subsection (f), paragraph (1), heads of executive agencies administering loan, grant, or subsidy programs shall prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered communications equipment and services, to procure replacement equipment and services, and to ensure that communications service to users and customers is sustained. 3. See Public Law 115-232, Section 889 and 2 C.F.R. § 200.471 for additional information. i. Domestic Preference For Procurements 1. This contract includes a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). a. "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. b. "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer - based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 2. If funds are for an infrastructure project the contract is subject to the terms and conditions of the Buy America Act preferences in 2 C.F.R pt. 184. Affirmative Socioeconomic Steps If subcontracts are to be let, the Prime Consultant is required to take all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5) to ensure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible. k. License and Delivery of Works Subject to Copyright and Data Rights The Consultant grants to the City of Miami, a paid -up, royalty -free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this contract, the Consultant will identify such data and grant to the City of Miami or acquires on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this contract, the Consultant will deliver to the City of Miami data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this contract in formats acceptable by the City of Miami. I. Equitable Adjustment The Department of Procurement may, in its sole discretion, make an equitable adjustment in the contract terms and/or pricing if pricing is affected by extreme or unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to circumstances beyond the Proposer's control, (2) the volatility affects the marketplace, (3) the effect on pricing or availability of supply is substantial, and (4) the Civil Engineering Services for Citywide Flood 23 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 volatility so affects the Proposer that continued performance of the contract would result in a substantial loss. Proposers might have to supply documentation to justify any requested percentage increase in cost to the City of Miami. m. Non -Appropriation of Funds In the event no fund or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to the Proposer or his assignee of such occurrence, shall have the unqualified right to terminate the contract without penalty or expense to the City. No guarantee, warranty, or representation is made that any project(s) will be awarded to any firm(s). n. Subconsultants of Work Shall be Identified As part of the RFP, Proposers are required to identify any and all Subconsultants that will be used in the performance of this proposed contract, their capabilities, experience, minority designation, and the portion of the work to be done by the Subconsultant. Failure to identify any and all Subconsultants in the Proposal shall render the Proposal non- responsive. Proposers shall not, at any time during the tenure of the contract, subcontract any part of their work or assign any portion or part of the contract, to Subconsultants not originally mentioned in their Proposal, except under and by virtue of permission granted by the City through the proper officials. Nothing contained in this specification shall be construed as establishing any contractual relationship between any Subconsultant(s) and the City. The Proposer shall be fully responsible to the City for the acts and omissions of the Subconsultant(s) and their employees, as for acts and omissions of persons employed by the Proposer. o. Brooks Act of 1972 — 40 U.S.0 1101-1104 The policy of the Federal Government is to publicly announce all requirements for architectural and engineering services and to negotiate contracts for architectural and engineering services on the basis of demonstrated competence and qualification for the type of professional services required and at fair and reasonable prices. p. No Obligation by Federal Government The Federal Government is not a party to this contract and is not subject to any obligation or liabilities to the non -Federal entity, Proposer, or any other party pertaining to any matter resulting from the contract. Program Fraud and False or Fraudulent Statements or Related Acts The Proposer acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Proposer's actions pertaining to this contract. r. Byrd Anti -Lobbying Amendment, 31 U.S.C. § 1352 (As Amended) Proposers who bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer, or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier, and up to the recipient. q• Civil Engineering Services for Citywide Flood 24 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Please refer to the "Certification Regarding Lobbying" attachment. It is MANDATORY for the Proposers to return this form signed along with their Proposal, or prior to a recommendation for contract award. s. DHS Seal, Logo, and Flags The Proposer shall not use seal(s), logos, crests, or reproductions of flags or likenesses of federal agencies, including but not limited to, the Department of Homeland Security's ("DHS") agency officials, without specific pre -approval from the appropriate federal agency. t. Compliance with Federal Law, Regulations, and Executive Orders This is an acknowledgement that financial assistance from federal agencies will be used to fund this contract only. The Consultant will comply with all applicable federal laws, regulations, executive orders, policies, procedures, and directives. u. Access to Records 1. The Proposer agrees to provide the City of Miami, federal agencies, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Consultant which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. 2. The Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. w. Suspension and Debarment 1. This contract is a covered transaction for the purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the Proposer is required to verify that none of the Proposers, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). 2. The Proposer must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. 3. This certification is a material representation of fact relied upon by the City of Miami. If it is later determined that the Proposer did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of Florida, and the City of Miami, the Federal Government may pursue available remedies, including but not limited to, suspension and/or debarment. 4. The Proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Proposer further agrees to include a provision requiring such compliance in its lower -tier -covered transactions. x. United States Housing and Urban Development ("HUD") 1. Should this contract be funded by US HUD dollars and/or Community Development Block Grant ("CDBG") dollars, and/or CDBG Mitigation (CDBG-MIT) dollars, and therefore, is subject to federal procurement regulations 2 CFR 200.318 to 200.327. 2. Unless a fixed -price contract is used, profit must be negotiated as a separate element of the price for each contract in which there is no price competition and, in all cases, where a cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the Proposer, the Proposer's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. Civil Engineering Services for Citywide Flood 25 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Y. Procurements by Non -Federal Entities When procuring property and services under a Federal award, a State must follow the same policies and procedures it uses for procurements from its non -Federal funds. The State will comply with 2 C.F.R. §§ 200.321, 200.322, and 200.323 and ensure that every purchase order or other contract includes any clauses required by 2 C.F.R. § 200.327. All other non -Federal entities, including subrecipients of a State, must follow the procurement standards in 2 C.F.R. §§ 200.318 through 200.327. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Civil Engineering Services for Citywide Flood 26 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Ardurra Group, Inc., a Florida Profit Corporation Signature Cristina Harper/ Corporate Administrator Print Name, Title ( 3/ v ~ Signature Christopher Kuzler, Managing Principal and Authorized Representative Print Name, Title ATTEST: """"""",,,,�Cor orate Seal ao, p ) //// ;• 2OJLsRPoi; A/2C �/I�r - �' SEAL Consultant Secretary -7. 1977 _= (Affirm Consultant Seal, if available) • FtoRioP• ATTEST: (—DocuSigned by: `—E431;a369146F1438 Todd B. Hannon, City Cler CITY OF MIAMI, a municipal corporation of the State of Florida DocuSigned by: r ves Norm y, -8366F663-7-2DD42A... Arthur Noriega V, City Manager APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND REQUIREMENTS: CORRECTNESS: �27395C- DocuSigned by: FratAk �owtc,ij ,—DocuSigned by G39-329 " — 88776 E9FE88248B... Ann Marie Sharpe, Director George K. Wysong III, City Attorney Risk Management Department (Ds 24-2154 AA-F Civil Engineering Services for Citywide Flood 27 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of Ardurra Group, Inc. a corporation organized and existing under the laws of the State of Florida held on the 7th day of August a resolution was duly passed and adopted authorizing (Name)Christopher Kuzieas Managing Principal and Authorized Representative (Title) of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of August 2024 Secretary: Print: Catherine Cahill CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the _day of , a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. Partner: Print: IN WITNESS WHEREOF, I have hereunto set my hand this , day of , 20 Names and addresses of partners: Name Street Address City State Zip Civil Engineering Services for Citywide Flood 28 Mitigation Improvements — Project No. B-233606 RFQ No. 23-24-004/4 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20_� Signed: Print: NOTARIZATION STATE OF 10 c G ) ) SS: COUNTY OF NVII i D L c ) The foregoing instrument was acknowledged before me this I -41' day of PI uI U-s-1 20 a»# by NY I SiOpliet Ku21 , who is personally known to me or who has produced as identification and who (did / did not) take an oath. SIGNATURE OF NOTARY RUBLIC ,a<' %v4., CRISTINA R HARPER 2; .1 Notary Public - State of Florida � Commission % HH 293874 oF My Comm. Expires Aug 30, 2026 Bonded through National Notary Assn. STATE OF FLORIDA Cx s--I-i>ia R. Woo, PRINTED, STAMPED OR TYPED A, NAME OF NOTARY PUBLIC Civil Engineering Services for Citywide Flood 29 RFC) No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The City has procured a qualified and experienced engineering firm to provide Civil Engineering Services for Flood Mitigation Improvements ("Project") at Project No. B-233606 — SW 17th Avenue to SW 22nd Avenue / SW 5th Street to SW 12th Street, Miami, under the oversight of the Department of Resilience and Public Works ("DRPW'), and in accordance with all applicable laws, building and environmental regulations, including code requirements for the State of Florida, Miami -Dade County, and the City, as well as the Scope of Services contained in this RFQ. The Consultant and its Subconsultants must be able to perform every element and task included in, but not limited to, those outlined in Section A1.01, "Scope of Services." The Consultant has been selected in accordance with Section 287.055 of the Florida Statutes, CCNA, as amended. A1.01 SCOPE OF SERVICES Group I, French Drains and Wells The purpose of the project is to develop a stormwater design to reduce flood risk and minimize the impacts of rising sea levels in this sub -basin, as identified in the 2021 City of Miami Stormwater Master Plan, for the following project: Project No. B-233606 — 8th Street Flood Improvements - SW 17th Avenue to SW 22nd Avenue / SW 5th Street to SW 12th Street, Miami The Consultant shall provide design engineering services for road reconstruction including, but not limited to, drainage improvements, stormwater modeling, sidewalks, ADA compliant ramps, curb and/or gutter structures, pavement markings and striping, roadway signage, utility coordination, design development, construction permitting, bidding and construction administration. The proposed drainage will include exfiltration trenches and a series of underground injection wells. The City may also require the Consultant to perform survey, geotechnical services, landscaping architecture, roadway lighting, traffic signalization, public involvement, and related services necessary for the design and preparation of construction documents for the Project. The Consultant's team shall consist of the following personnel: ■ Project Manager ■ Roadway Engineer ■ Stormwater Engineer In addition to the Key Personnel listed above, the Consultant's team shall have the following Required Personnel, through either the Consultant's staff or that of any Subconsultant: ■ Construction Engineering and Inspection ("CEI") Services Specialist Further details concerning the Scope of Services are contained in the solicitation for Civil Engineering Services for Citywide Flood Mitigation Improvements, included as part of this Agreement. A more detailed version of scope of work is included in Exhibit A., "Consultant Work Order Proposal." A1.02 WORK ORDERS When RPW has determined that the Project is to proceed, the Director or authorized designee will request in writing a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and others, if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any questions. The Consultant shall then Civil Engineering Services for Citywide Flood 30 Mitigation Improvements — Project No. B-233606 RFQ No. 23-24-004/4 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal, department staff will prepare a Work Order that will be reviewed by the Director or designee. Upon approval, department staff will issue a written Notice to Proceed (NTP) subsequent to approval of the Work Order by the Director or designee. A1.03 PAYMENTS The City will pay the Consultant in accordance with the provisions and limitations of Attachment B, Compensation and Payments. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP and/or Purchase Order. ARTICLE A2 OVERVIEW OF PROJECT SERVICES Consultant agrees to provide complete civil engineering services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified in this Agreement. Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by the City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been issued by City. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Chapter 471 of the Florida Statutes and Rules 61 G15- 18 through 61 G15-37 of the Florida Administrative Code. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services. A2.01 FEASABILITY STUDY Please refer to Exhibit A, "Consultant Work Order Proposal." A2.02 SCHEMATIC DESIGN Please refer to Exhibit A, "Consultant Work Order Proposal." A2.03 DESIGN DEVELOPMENT Please refer to Exhibit A, "Consultant Work Order Proposal." A2.04 CONSTRUCTION DOCUMENTS Please refer to Exhibit A, "Consultant Work Order Proposal." A2.05 BIDDING AND AWARD OF CONTRACT Civil Engineering Services for Citywide Flood 31 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Please refer to Exhibit A, "Consultant Work Order Proposal." A2.06ADMINISTRATION OF THE CONSTRUCTION CONTRACT Please refer to Exhibit A, "Consultant Work Order Proposal." A2.07 TIME FRAMES FOR COMPLETION The following time frames are sequential from the date of the NTP. A concurrent project timeline is attached as Schedule A5. ARTICLE A3 Feasibility Study Schematic Design Design Development 50% Construction Documents 100% Construction Documents Dry -Run Permitting Bidding and Award of Construction Contract Construction Contract Administration ADDITIONAL SERVICES 180 days 60 days 90 days 60 days 60 days 60 days 60 days 365 days A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment B, Article B3.05, Fees for Additional Services. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-2 Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02-3 Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or comparative studies of prospective sites. Surveys of the existing structure required to complete as -built documentation are not additional services. A3.02-4 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub- contractor, or equipment manufacturer. A3.02-5 Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with any mediation, arbitration, or legal proceeding, providing, however, that Civil Engineering Services for Citywide Flood 32 Mitigation Improvements — Project No. B-233606 RFQ No. 23-24-004/4 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Consultant cannot testify against City in any proceeding during the course of this Agreement. A3.02-7 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice related to construction. A3.03 ADDITIONAL DESIGN The City may, at its option, elect to proceed with additional services relating to the Project. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant for the purposes listed below. A4.01-1 Communications Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier, and express mail between the Consultant's various permanent offices and Subconsultants. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this agreement. A4.01-2 Reproduction, Photography: Cost of printing, reproduction, or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs approved by the Project Manager. A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid for by the Consultant. A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. A4.01-6 Other: Items not indicated in Article A4, Reimbursable Expenses, when authorized by the Project Manager. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and as far as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. Civil Engineering Services for Citywide Flood 33 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A5.01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. Consultant shall recommend necessary tests to City. A5.01-3 General Project Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program. A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A5.01-5 Reliability: The services, information, surveys, and reports shall be furnished at City's expense, and Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such information to determine if additional information and/or testing is required to properly design the Project. A5.02 CONSTRUCTION MANAGEMENT A5.02-1 During construction, Consultant and the Project Manager shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor. A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Civil Engineering Services for Citywide Flood 34 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Delta Consultants, LLC Stormwater Engineering Teracon Consultants, Inc. Geotechnical A.M.I. Engineering, LLC Stormwater Engineering SCHEDULE A2 - KEY STAFF JOB CLASSIFICATION NAME Sr. Project Manager Nicholas Fernandez, PE Sr. Professional Engineer Reinaldo Rivera, PE Project Engineer Dillon Swiderski, PE Engineer Andrea Pinto, El CAD Designer Paul Torrealba Professional Surveyor Rich Jackson, PSM Survey Technician Sr. Professional Engineer Benjamin Pernezny, PE Sr. Project Manager/EOR — JPA Ricardo Maristany, PE Project Engineer— JPA Leo Sampedro, El CAD Designer Justyn De Guzman Civil Engineering Services for Citywide Flood 35 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum as defined in Article B3.01, Lump Sum. b) An Hourly Rate as defined in Article B3.02, Hourly Rate Fees, and at the rates set forth pursuant to the same. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative, and clerical support, other employee time or travel and subsistence not directly related to a project. Civil Engineering Services for Citywide Flood 36 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, available staff, and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones, and deliverables identified under the Scope of Work as exemplified in Schedule B1 - Wage Rates Summary. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g., sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment benefits), and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION After the first year of the contract term, the escalation of said Wage Rates may be considered upon request by the Consultant. The Consultant may have to supply documentation to justify any requested percentage increase in cost to the City. The City reserves the right to approve or reject said requests for escalation. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3 Lump Sum Compensation: Compensation shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees: Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost, or expense above this figure. B3.02-2 Conditions for Use: Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify, and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for a Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in Civil Engineering Services for Citywide Flood 37 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.04 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A8 and B3.03 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at https://www.miamigov.com/Government/Departments-Organizations/Office-of-Capital- Improvements. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. B3.05-1 Determination of Fee: The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum or Hourly Rate with a Not to Exceed Limit. B3.05-2 Procedure and Compliance: An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.05-3 Fee Limitations: Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) time the amount expended by the Consultant. Civil Engineering Services for Citywide Flood 38 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiation. ARTICLE B4PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found at the end of this document. Failure to submit an invoice(s) within sixty (60) calendar days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the City Form will result in rejection of the invoice. B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. Civil Engineering Services for Citywide Flood 39 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE B5 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS B5.01 GENERAL It is understood that all Consultant agreements and/or work Orders for new work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue of signing this agreement they agree to a re -use in accordance with this provision without the necessity of further approvals, compensation, fees, or documents being required and without recourse for such re -use. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5, Reimbursable Expenses, herein. ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS B6.01 GENERAL It is understood that all Consultant agreements and/or work Orders for new work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue of signing this agreement they agree to a re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Civil Engineering Services for Citywide Flood 40 RFQ No. 23-24-004/4 Mitigation Improvements — Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B1 - WAGE RATES SUMMARY JOB CLASSIFICATION NEGOTIATED HOURLY RATE ADJUSTED AVERAGE HOURLY RATE (2.9 Home Multiplier Applied) ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier Applied) Sr. Project Manager $74.63 $216.43 $179.11 Sr. Professional Engineer $66.31 $192.30 $159.14 Project Engineer $57.75 $167.48 $138.60 Engineer $41.15 $119.34 $98.76 CAD Designer $34.25 $99.33 $82.20 Professional Surveyor $63.79 $184.99 $153.10 Survey Technician $36.79 $106.69 $88.30 Sr. Professional Engineer $72.12 $209.15 $173.09 Sr. Project Manager/EOR - JPA $95.00 $275.50 $228.00 Project Engineer $66.64 $193.26 $159.94 CAD Designer $68.94 $199.93 $165.46 (*) Flat rate, no multipliers applied. Civil Engineering Services for Citywide Flood 41 RFQ No. 23-24-004/4 Mitigation Improvements - Project No. B-233606 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B2 - CONSULTANT INVOICE CITY OF MAN MC PUBLIC WORKS STANDARD NV'OICE DEPART11tt84T OF RESIUENCE CONSULTANT To: ATTN: Ffont, NOTE: City of Marti f.woke hunlbr: In.oks Davy PAW Mike of Capital IrT DManerSs SW 2Td Arefle - 8v1 Floor Marti. FL 33130 11rOr CO. OOOD Foam: To: �� Paddle Cone ecl No.: Contract near Pryecl No.. Protect krne ROMP CO. COCO Mall 00. OCCC Ponders Order O. k•.......'-,N.a Pr 2 m OW we ee atoned P'•Pot real Ow Nee bummer that em r drprr.d ...ea present b tntd ps•••r. dew Mabee tea ill etut.d •tVr... 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TO SE COMPLETED BY CITY OF MMMI 0A1= OATURE Not Nszmrmd C:iTP fart Rama b PaY•re Feeder-g 1 IAII LLI *J) rnro'.+..ssr L-31Ef OP MOON r1 :J13-.wr arRcrOR abet al Salfma 1¢C 10R oor000r Ow •steer mZ 1 r Ix Civil Engineering Services for Citywide Flood 42 Mitigation Improvements — Project No. B-233606 RFQ No. 23-24-004/4 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Tit . 41Thxmi CONSULTANT WORK ORDER PROPOSAL RFQ 23-24-004 Project B-21-CP-FL-0422 Date: 6/24/2024 Dear Mr. Hansen: Ardurra Group, Inc (Ardurra) proposes to provide the services identified below for the project entitled "8th Street Flood Mitigation Improvements ", pursuant to its Professional Service Agreement with the City of Miami for Engineering services, dated TBD. I. GENERAL This project was identified as a priority in the Stormwater Master Plan (SWMP) Priority Memorandum from the City Manager Mayor and City Commission (dated July 16, 20221) to address flood mitigation improvements within the boundaries identified above. The Stormwater Master Plan outlines the requirements and recommendations for the improvements to be provided. Moreover, this project is funded though the Miami Forever Bond, a Community Project Funding (CPF) Grant (Agreement No. B-21-CP-FL-0422) and a FDEP Flooding & SLR Resilience Plan Grant (Agreement No. 24SRP). The goal of the project is to provide the required roadway and drainage improvements for flood mitigation within the project limits. The proposed work location is bounded from SW 17th Ave to SW 22nd Ave, From SW 5th St to SW 12 St. This project includes road reconstruction/milling and resurfacing, drainage improvements, sidewalks, AATTACDA compliant ramps, curb and/or gutter structures, pavement markings and striping, and roadway signage. The proposed drainage will include new and upsized stormwater inlets and pipes, exfiltration trenches as proposed on the preliminary concept included on Exhibit B — Project Area & Preliminary Concept. Design Criteria Improvements within the City of Miami right-of-way must comply with the current editions of the City of Miami, Department of Resilient & Public Works (RPW) standards, bulletins, and regulations, applicable sections of the City of Miami's Code of Ordinances (including the Miami 21 Code); the Florida Department of Transportation (FDOT) Manual of Uniform Standards for Design, Construction for Streets and Highway (Commonly known as the "Florida Greenbook"); the American with Disabilities Act (ADA) Standards for Accessible design; the Florida Building Code; the National Electrical Safety Code (NECS); The City of Miami Storm Water Master Plan and any other applicable jurisdictional agency's standards or requirements. Work must be permitted in accordance with the City of Miami Code of Ordinances. II. SCOPE OF WORK 100 Surveying Services Ardurra will prepare Boundary and Topographic Surveys including the full width right-of-way for roadways identified within the 8th Street Flood Improvement project where proposed roadway/drainage work is anticipated. Please refer to Attachment B — Project Area. Ardurra will Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 establish existing right-of-way boundaries based on location of field evidence together with record information. Permanent monuments will be set at block corners where no monuments were observed and Permanent Control Points (PCP's) will be set on centerline at points of intersection, points of curvature, and Points of tangency, as identified by the Surveys. Horizontal coordinates will be shown relative to Florida State Plane Coordinates, NAD83/2011, based on existing published survey control points, observed at the time of the field survey. The Surveys will include location of above ground improvements within and up to 15 feet beyond the existing right-of-way boundaries. Gravity Sanitary and Storm drainage structures will be located and identified with elevations at top of rim/grate, bottom of structure, and pipe inverts identified with pipe diameter and material where accessible from the surface. Elevations shown on the survey will be relative to the North American Vertical Datum of 1988 (NAVD88). The method of conversion of elevations to NGVD29 Datum will be noted on the survey if required. Primary benchmarks will be located, verified, and used for primary vertical control as necessary to establish secondary vertical survey benchmarks within the project areas. Survey includes over 17,000 LF of ROW and 28 intersections. Deliverables ■ Signed & Sealed Survey 200 Geotechnical Engineering Services Ardurra will secure the services of Terracon, Inc Universal Engineering Services. Scope Detail can be found on Attachment C Deliverables ■ Signed & Sealed Geotechnical Report 300 Project Management Services Ardurra shall provide Project Management Services throughout the Design Phase of this project. Activities anticipated during this phase include, but are not limited to: Attendance to Project Kick-off Meeting - Preparation of meeting minutes and meeting agenda for the kickoff meeting Preparation of project schedule and monthly schedule updated (up to 15) Preparation of meeting minutes and meeting agenda for each progress meeting (up to 15) - Attendance to monthly progress meeting during design (up to 15) Overall Project Oversight 400 Typical Section Package After Survey is submitted, Ardurra will submit a Typical Section Package. This will include the Right - of -way -width and Zoning Designation. Ardurra will follow City Standards R-11 and R12. Ardurra will provide prepare a list of the roadway components and their dimensions for each proposed typical section. The intent is to provide a 30' return radii at intersections, unless not feasible due to ROW Constraints. At intersections, with the County Ardurra will utilize County Standards. City shall review typical section package and provide consolidated comments within 2 weeks of submittal. Ardurra shall not proceed with the 30% Construction Plans Until Typical Section Package is approved. CIP Form 116 Revised 10/19/12 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Deliverables ■ Typical Section Package (PDF) 500 30% Construction Plans Drainage Analysis Ardurra will perform hydraulic/hydrologic stormwater model to analyze existing and future land use conditions, evaluate scenarios, to validate the proposed drainage improvements under the SWMP. The area will be limited to the streets identified as in need of flood protection. Additional streets within the project boundaries are not included on this analysis. The analysis of this data will be modeled with the Interconnected Pond Routing (ICPR) modeling system to simulate stormwater conditions and management alternatives. This phase will include the model setup, calibration and verification, based on the available data. The stormwater management simulation model will be run with existing conditions based on specific boundary conditions using a sea -level rise projection of 18 inches. The model will be used to determine peak stormwater flood elevations for the 5-year, 24-hour & 100-year, 72-hour design storms. The model will be used to develop and evaluate mitigation alternatives to address inundated areas based on the results of the modeling analysis. Ardurra will conduct a review of rainfall, stage and flow data within the project area extents to be used in the development and implementation of a hydrologic and hydraulic simulation model. This data includes not only that available from the City of Miami, Miami -Dade County, SFWMD and other agencies, but also data available from remote sensing sources such as the existing precipitation data products from NOAA and NASA. The analysis of this data will be modeled with the Interconnected Pond Routing (ICPR) modeling system to simulate stormwater conditions and management alternatives. Construction Plans With the approval of the Typical Section Package, Ardurra shall prepare 30% Construction Plans for the drainage and roadway improvements only for the streets identified on the Attachmbet B "Project Area" as required. Plans will include: • Key Sheet • General Notes Sheet • 30% Roadway Plan Sheets(s) o Proposed roadway improvements o ADA compliant pedestrian facilities o Existing utility information as provided in the survey and the information provided by the respective utility owners. • 30 % Drainage Plan Sheets o Proposed drainage improvements • Utility Location Plan Ardurra shall request a Sunhine Design Ticket 811 and request utilities withing the project area. Ardurra shall prepara utility log and submit along with the 30% plans. Ardurra shall replace/upgrade existing structures to remain within the project area (identified streets only) with Miami Standard USF 5129 Curb & Gutter inlet tops with hinged 6176. Ardurra shall design solid pipes of 18 inches and exfiltration trenches of 24 inches. Ardurra shall provide 2 ft (min) sump at drainage structures. Cross Sections will be done every 50 LF. Drawings shall be prepared in 11X17, 1:40 in AutoCADD. CIP Form 116 Revised 10/19/12 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Although this proposal assumes there is no contamination within the project area, Ardurra will also perform a Phase 1 Contamination within the areas where drainage is proposed. City shall review submittal and provide consolidated comments within 4 weeks of submittal date. Deliverables • Draft Drainage Report • 30% Design Plans (11X17 (2 Copies) and PDF Plans • Updated project schedule • Utility Log 600 60% Construction Plans Ardurra shall prepare 60% Construction Plans for the drainage and roadway improvements only for the streets identified on the Attachment B "Project Area" as required. Plans will include: • Key Sheet • Tabulation of Quantities • Signature Sheet • General Notes Sheet • 60% Roadway Plan Sheets(s) o Proposed roadway improvements (Milling and resurfacing, proposed sidewalk) o ADA compliant pedestrian facilities o Existing utility information as provided in the survey and the information provided by the respective utility owners. • 60% Drainage Plan Sheets o Proposed drainage improvements o Grading Plan • Signing and Pavement Marking Plan Sheet • Maintenance of Traffic Plan • Utility Location Plan • Relocation of Light Poles, if applicable • Stormwater Pollution Prevention Plan (SWPPP) Ardurra will prepare a Utility Matrix and notify the City if any relocation are needed by others as part the project. Aardurra will check that proposed drainage meets the minimum standard clearance with existing utilities. Drainage plans shall include RIM Elevation, Inverts and Bottom for Proposed Structures. Cross Sections will be done every 50 LF. City shall review submittal and provide comments within 4 weeks after submittal date. Deliverables • Final Drainage Report • 60% Design Plans (11X17 (2 Copies) and PDF Plans • Comment Log Addressing 30% Design Comments • Updated project schedule • Opinion of Probable Construction Cost (Class V) 700 60% Progress Plans & Permitting Ardurra shall submit a 60% permit progress set during the preparation of the 100% Construction Plans to assure comments provided by the City during 60% design plans have been incorporated before. Plans sheets will include as follows: CIP Form 116 Revised 10/19/12 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 • Key Sheet • Tabulation of Quantities • Signature Sheet • General Notes Sheet • 60% Roadway Plan Sheets(s) o Proposed roadway improvements (Milling and resurfacing, proposed sidewalk) o ADA compliant pedestrian facilities o Existing utility information as provided in the survey and the information provided by the respective utility owners. • 60% Drainage Plan Sheets o Proposed drainage improvements o Grading Plan • Signing and Pavement Marking Plan Sheet • Maintenance of Traffic Plan • Utility Location Plan • Relocation of Light Poles, if applicable • Stormwater Pollution Prevention Plan • Landscaping Plans (Tree Protection, Root Pruning, Tree Relocation), if needed (City shall pre -approve the usage of this Contingency Allowance included on Task 1200) Cross Sections will be done every 50 LF. After comments are received from the City, Ardurra shall proceed to submit plans for Permits. Anticipated permits include: - City of Miami RPW - Miami Dade DERM - Miami Dade DTPW No work is required at FDOT ROW; therefore it is assumed that a permit is not required from FDOT. Deliverables ■ 60% Permit Progress Plans (PDF and 11X17 (2 Copies) ■ Comment Log Addressing 60% Design Comments ■ Updated project schedule ■ Permits Application and Approvals 800 100% Construction Plans Ardurra shall prepare 100% Construction Plans for the drainage and roadway improvements only for the streets identified on the Attachment B "Project Area" as required. Plans will include: • Key Sheet • Tabulation of Quantities • Signature Sheet • General Notes Sheet • 100% Roadway Plan Sheets(s) o Proposed roadway improvements (Milling and resurfacing, proposed sidewalk) o ADA compliant pedestrian facilities o Existing utility information as provided in the survey and the information provided by the respective utility owners. 100% Drainage Plan Sheets CIP Form 116 Revised 10/19/12 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 o Proposed drainage improvements o Grading Plan • Signing and Pavement Marking Plan Sheet • Maintenance of Traffic Plan • Utility Location Plan • Relocation of Light Poles, if applicable • Stormwater Pollution Prevention Plan (SWPPP) Cross Sections will be done every 50 LF. Deliverables ■ 100% Final Construction Plans (Signed and Sealed by a Register PE in the State of Florida (11X17 (4 Copies) and PDF Plans ■ Comment Log Addressing 60% Design Comments ■ Updated project schedule ■ Permits Application and Approvals ■ Final CAD files 900 Limited Procurement Support Services Ardurra shall provide limited procurement support services as follows: - Attendance to Prebid Meeting - Respond to RFIs from potential bidders. Up to 30 RFIs are included. - Provide Conformed Set of Construction Drawings Meeting shall be hosted by the City staff. Ardurra shall not present during the prebid meeting nor prepare meeting minutes nor agenda. Deliverables - As listed above 1000 Engineering Services During Construction Ardurra shall provide services during construction as follows: - Attendance to preconstruction meeting Attendance to monthly construction meetings (12 maximum) - Review Submittals/Shop Drawings (80 maximum) - Review and Respond to Request for Information (30 maximum) Conduct Periodic Engineer's Inspection during construction (4 hours biweekly for 1 year) - Project Certification Ardurra shall not provide Construction Engineering & Inspection services. Deliverables Response to RFIs - Approved Shop Drawings Engineer's Inspection Reports (26 Reports) 1100 Landscape Architecture (Contingent Allowance) The purpose of this subtask is to set a contingent allowance if landscape architectural services are required. Ardurra shall submit a separate proposal detailing the level of effort and scope of services. The City shall approve in writing the usage of this subtask. CIP Form 116 Revised 10/19/12 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 1200 Soft Digs (Contingent Allowance) The purpose of this subtask is to set a contingent allowance in case soft digs are required. Unit price per soft digs is $1,500 and include of designation, report and restoration. Ardurra shall submit a list of soft digs required to the City prior to utilizing this subtask. 1300 Public Outreach (Contingent Allowance) The purpose of this subtask is to set a contingent allowance to support the City in Public Outreach Efforts. Ardurra may use this task to prepare, attend and present at public meetings with stakeholders, community and/or others. In addition, Ardurra may prepare public information brochures and documents if requested by the City. Ardurra shall submit a list of soft digs required to the City prior to utilizing this subtask. III. SUB -CONSULTANTS The below listed Sub -Consultants will assist in the performance of the Work. Sub -Consultant Name Specialty or Expertise Terracon Consultants, Inc Geotechnical Engineering IV. SCHEDULE OF WORK — TIME OF PERFORMANCE Consultant shall submit the Deliverables and perform the Work as depicted in the tables below (additional paces may be added as needed SCHEDULE OF DELIVERABLES Task, Sub -task, or Activity ID # Major Task, Sub -Task, Activity, or Deliverable Duration (specify weeks or calendar days) Delivery Date* (cumulative weeks, or calendar days) 100 & 200 Surveying & Geotechnical Engineering 75 days NTP + 75 days 400 Typical Section Package 20 days NTP + 95 days N/A City Reviews Typical Section Package 15 days NTP +110 days 500 30% Construction Plans 50 days NTP + 160 days N/A City Reviews 30% Plans 30 days NTP + 190 days 600 60% Construction Plans 60 days NTP + 250 days N/A City Review 60 % Construction Plans 30 days NTP + 280 days 700 60% Permit Progress Plans 30 days NTP + 310 days N/A City Reviews 60% Permit Progress Plans 15 days NTP + 325 days 700 Permitting 60 days NTP + 385 days 800 100% Construction Plans 30 days NTP + 415 days 900 Limited Procurement Support Services 120 days NTP + 595 days 1000 Engineering Services During Construction 365 days NTP + 960 days * An updated schedule, indicating actual delivery dates, based on the above durations, will be provided to the City upon receipt of the NTP. V. COMPENSATION CIP Form 116 Revised 10/19/12 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Consultant shall perform the Work detailed in this Proposal for a Total lump sum fee of One Million Thirty Eight Thousand Dollars and Eighty Three cents ($1,038,970.83). The City shall not be liable for any fee, cost, expense or reimbursable expense or other compensation beyond this amount. Said fee includes an allowance for Reimbursable Expenses required in connection with the Work, which shall not exceed $5,000. Said Reimbursable Expenses shall be used in accordance with the Agreement Provisions and shall conform to the limitations of Florida Statutes § 112.061. SUMMARY OF COMPENSATION* Task, Sub - task, or Activity ID # Major Task Name and/or Activity Description Fee Amount Fee Basis 100 Surveying Services $110,304.09 Lump Sum 200 Geotechnical Engineering $37,589.69 Lump Sum 300 Project Management Services $69,256.64 Lump Sum 400 Typical Section Package $9,815.80 Lump Sum 500 30% Construction Plans $215,969.84 Lump Sum 600 60% Construction Plans $217,407.78 Lump Sum 700 60% Permit Progress Set & Permitting $116,808.00 Lump Sum 800 100% Final Construction Plans $43,292.59 Lump Sum 900 Limited Procurement Support Services $13,185.14 Hourly, Not to Exceed 1000 Engineering Services During Construction $125,341.24 Hourly, Not to Exceed 1100 Landscape Architecture (Contingent Allowance) $20,000 Lump Sum (Allowance) 1200 Soft Digs (Contingent Allowance - $1,500 each) $30,000 Per Unit 1300 Public Outreach (Contingent Allowance) $25,000 Lump Sum (Allowance) Subtotal - Professional Fees $1,033.970.33 Allowance for Reimbursable Expenses $5,000 Reimbursable Exp TOTAL $1,038.970.83 Lump Sum & Hourly NTE *Note: Compensation should match the Task, Activities, and/or Deliverables identified. VI. ADDITIONAL SERVICES The City may establish an allowance for additional services requested by the City and for unforeseen circumstances, which shall be utilized at the sole discretion of the City. The following are assumptions made by Ardurra for the preparation of this proposal • Requested information being made available by the City • City personnel being available for meetings • Ardurra will not perform CEI Services under this project • Attendance and preparation of presentations for public meetings are not included in this scope. • It is assumed that there is no contamination within the project area • After Typical Section Package is approved Ardurra shall commence design of 30%. At this point, the agreed Typical Section shall not be modified. • This scope of work only includes design at the identified areas requiring improvements. If the Drainage Analysis suggest improvements in other areas within the Project Boundary, Ardurra may provide additional design services under a separate revised proposal • Traffic Studies are not included on this proposal • Signalization is not included on this proposal • If JPA with WASD is executed, Ardurra shall provide one consolidated set of drawings for construction. • Ardurra will not design new lighting improvements, only relocation of existing poles • Ardurra will not review Contractor's pay applications • Ardurra is only responsible for the Health & Safety of its employees • Pavement Restoration shall be from EOP to EOP within the areas identified on the project • Retrofit of inlets outside the identified roadway is not included on this project CIP Form 116 Revised 10/19/12 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 • Public Outreach, including attendance and presentation at public meetings are not included on this proposal, but may be performed as an optional service if requested by the City VII. DATA PROVIDED BY CITY The following information or documents are to be provided by the City: - As-builts of Existing Infrastructure - RPW Design Standards Any existing modeling files - Zoning Information - GIS Shapefiles of existing infrastructure Others, as available VIII. PROJECT MANAGER CONSULTANT'S Project Submitted by: J1E1,nager for this Work Order assignment will be Nicholas Fernandez, PE Rodobfo,Remon Ardurra Group, Inc Reviewed and approval in concept recommended by: Name, Project Manager Enter City of Miami Department CIP Form 116 Revised 10/19/12 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 VDU! 1 Attachment "A" Estimate of Work Effort and Cost Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 ESTIMATE OF WORK EFFORT AND COST - PRIME CONSULTANT Project 8th St Flood Improvements Project Project No.: 40-B233606 Description: Consultant Name: Ardurra Group, Inc Contract No.: RFQ 23-24-004 Date: 6/24/2024 Estimator Rodolfo Remon STAFF CLASSIFICATION Job Classification Staff Applicable Rate Senior Project Manager Nicholas Fernandez, PE $74.63 Senior Prof. Eng Reinaldo Rivera, PE Rate: $66.31 Project Engineer Dillon Swiderski, PE Rate: $57.75 Engineer Andrea Pinto, El Rate: $41.15 CAD Designer Paul Torrealba Rate: $34.25 Professional Surveyor Rich Jackson, PSM Rate: $63.79 Survey Technician TBD Rate: $36.79 Senior Prof Eng. (HRH) Benjamin Pernezny, PE Rate: $72.12 Staff Hours By Activity Salary Cost By Activity Average Rate Per Task Work Activity Man hours Cost/ Activity Man hours Cost/ Activity Man hours Cosy Activity Man hours Cosy Activity Man hours Cosy Activity Man hours Cosy Activity Man hours Cosy Activity Man hours Cosy Activity 100 Surveying Services 140 $8,931 240 $8,829 380 $17,760 $46.74 200 Geotechnical Engineering 300 Project Management Services 320 $23,882 320 $23,882 $74.63 400 Typical Section Package 6 $448 8 $530 12 $693 20 $823 26 $891 72 $3,385 $47.01 500 30% Construction Plans 72 $5,373 180 $11,936 320 $18,480 360 $14,814 360 $12,330 160 $11,539 1,452 $74,472 $51.29 600 60% Construction Plans 80 $5,970 220 $14,588 320 $18,480 400 $16,460 400 $13,700 80 $5,770 1,500 $74,968 $49.98 700 60% Progress Plans & Permitting 36 $2,687 124 $8,222 162 $9,356 240 $9,876 296 $10,138 858 $40,279 $46.94 800100% Construction Plans 16 $1,194 40 $2,652 40 $2,310 80 $3,292 160 $5,480 336 $14,928 $44.43 900 Limited Procurement Support Services 16 $1,194 12 $796 12 $693 12 $494 40 $1,370 92 $4,547 $49.42 1000 Engineering Services During Construction 80 $5,970 112 $7,427 260 $15,015 260 $10,699 120 $4,110 832 $43,221 $51.95 1100 Landscape Architecture (Contigent Allowance) 1200 Soft Digs (Contingent Allowance) Total Staff Hours 626 696 1126 1372 1402 140 240 240 5,842 Total Staff Cost $46,718.38 $46,151.76 $65,026.50 $56,457.80 $48,018.50 $8,930.60 $8,829.43 $17,308.80 $297,441.77 $50.91 Total % of Work by Position 10.7% 11.9% 19.3% ESTIMATE OF SURVEY CREW COSTS 1 2- man Survey Crew: 42 crew days at $1,400.00 / day = $ 58,800.00 4 - man Survey Crew: crew days at / day = $ Notes: 1. This sheet is to be used by Prime Consultant to calculate the Grand Total Fee. 2. Manually enter fee from each subconsultant. Unused subconsultant rows may be hidden 3. The basis for work activity descriptions shall be the FICE/FDOT Standard Scope and Staff Hour Estimation Handbook. City of Man, C.I.F. Form 117'. Created 8/24/09-Revised 11/20/12 23.5% 24.0% 2.4% 4.1% 4.1% 1 - SUBTOTAL ESTIMATED FEE: (multiplier 2.9) Subconsultant Terracon Consultants, Inc Subconsultant: Sub 2 Subconsultant: Sub 3 Subconsultant: Sub 4 Subconsultant: Sub 5 2 - SUBTOTAL ESTIMATED FEE: Geotechnical Field and Lab Testing: Survey Crew Fee(Field Work Only): Other Misc. Fee: Enter Fee Description 3 - SUBTOTAL ESTIMATED FEE: Task 1100 Landscape Architecture (Contingent Allowance) Task 1200 Soft Digs (Contingent Allowance) Task 1300 Public Outreach (Contingent Allowance) Reimbursables (Allowance) GRAND TOTAL ESTIMATED FEE: $862,581.14 $37,589.69 $900,170.83 $ 58,800.00 $958,970.83 $20,000.00 $30,000.00 $25,000.00 $5,000.00 $1,038,970.83 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 ARDURRA ATTACHMENT "B" Project Area uucubly[l mlvelupe 1=our,ouo:v000-ozot-oot I - u'‘ 1.4711.1144. _ Virl! J x. 4 PROPOSED EXFILTRATION PROPOSED DRAINAGE/ROADWAY IMPROVEMENTS PROJECT BOUNDARY 8th Street Flood Improvements 0 250 500 1,000 Feet CITY COMMISSION DISTRICT 3 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 ARDURRA ATTACHMENT "C" Geotechnical Engineering Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 ., ierracon April 26, 2024 Rev. June 13, 2024 300 Engineering Group, LLC 2222 Ponce de Leon Blvd., Suite 300 Coral Gables, FL 33134 Attn: Mr. Rodolfo Remon, MS, ENV SP P: (786) 809-0037 E: reremon@300eng.com 5371 NW 33rd Avenue, Suite 201 Fort Lauderdale, FL 33309 P 954-741-8282 F 954-741-8240 Terracon.com RE: Proposal for Exfiltration Testing Services 8th Street Flood Improvements Between SW 17th Ave and SW 21st Ave and SW 6th Street to SW 12th Street Miami, FL Terracon Proposal No. PH8245039 Dear Mr. Remon: We appreciate the opportunity to submit this proposal to 300 Engineering Group, LLC (300 Engineering) to provide Exfiltration Testing services for the above referenced project. The following are exhibits to the attached Agreement for Services. Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Project Understanding Scope of Services Compensation and Project Schedule Site Location Exploration Plan Our base fee to perform the Scope of Services described in this proposal is $37,589.69 with an anticipated delivery date of 25 working days after signed authorization. Exhibit C includes details of our fees and consideration of additional services as well as a general breakdown of our anticipated schedule. Your authorization for Terracon to proceed in accordance with this proposal can be issued by issuing an Agreement between 300 Engineering and Terracon to our office. Terracon 4,yfrilk6-^ Rutu Nulkar, P.E. Hugo E. Soto, P.E. Geotech Dept. Manager Principal Responsive • Resourceful • Reliable EXHIBIT A — PROJECT UNDERSTANDING 1 of 2 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Proposal for Exfiltration Testing Services 8th Street Flood Improvements 1 Miami, FL June 13, 2024 1 Terracon Proposal No. PH8245039 Exhibit A - Project Understanding ierracon Our Scope of Services is based on our understanding of the project as described by 300 Engineering and the expected subsurface conditions as described below. We have not visited the project site to confirm the information provided. Aspects of the project, undefined or assumed, are highlighted as shown below. We request 300 Engineering and/or the design team verify all information prior to our initiation of field exploration activities. Site Location and Anticipated Conditions Item 1.1111 Parcel Information Existing Improvements Current Ground Cover Existing Topography Site Access ■ Description The project is located at Between SW 17th Ave and SW 21st Ave and SW 6th Street to SW 12th Street in Miami, FL. (See Exhibit D) The project site is currently occupied by existing roadways and houses around the roadways. Asphalt paved roadways The site is relatively flat Based on the google earth views of the site, all exploration locations, are accessible with our truck -mounted drilling equipment and support vehicles. Planned Construction Item Information Provided Project Description Description The project information was provided to us via email dated April 25, 2024 We understand that drainage improvements are proposed within the project area. Facilities 1 Environmental 1 Geotechnical 1 Materials Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Proposal for Exfiltration Testing Services 8th Street Flood Improvements Miami, FL June 13, 2024 l Terracon Proposal No. PH8245039 Exhibit B - Scope of Services .erracon Our proposed Scope of Services consists of field exploration, laboratory testing, and engineering/project delivery. These services are described in the following sections. Field Exploration Based on input provided by 300 Engineering, and our experience with similar projects in the vicinity of the project site, we propose the following field exploration program. As per 300 Engineering's request boring locations and depths: Number of Borings 15 15 Planned Boring Depth (feet) 10 10 Planned Location 1 SPT Borings Exfiltration Tests 1. Exploration Plan is presented in the Attachments. 2. MOT and Lane Closure Permits will be required. Boring Layout and Elevations: We will use handheld GPS equipment to locate borings with an estimated horizontal accuracy of ±10 feet. Field measurements from existing site features may be utilized. If available, approximate elevations will be obtained by interpolation from a site specific, surveyed topographic map. We can alternatively coordinate with your Project Surveyor to include locations and surface elevations in project information if so requested. We will include the geographic orientation on the exploration plan, as requested. Subsurface Exploration Procedures: We will advance borings with a truck -mounted drill rig using rotary wash boring techniques. Five (5) samples will be obtained in the upper 10 feet of each boring and then sample every 5 feet. Soil sampling is typically performed using split -barrel sampling procedures. The split -barrel samplers are driven in accordance with the standard penetration test (SPT). The samples will be placed in appropriate containers, taken to our soil laboratory for testing, and classified by a Geotechnical Engineer. In addition, we will observe and record groundwater levels during drilling and sampling. Our exploration team will prepare field boring logs as part of standard drilling operations including sampling depths, penetration distances, and other relevant sampling information. Field logs include visual classifications of materials observed during drilling and our interpretation of subsurface conditions between samples. Final boring logs, prepared from field logs, represent the Geotechnical Engineer's interpretation and include modifications based on observations and laboratory tests. Facilities 1 Environmental Geotechnical 1 Materials Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Proposal for Exfiltration Testing Services 8th Street Flood Improvements Miami, FL June 13, 2024 l Terracon Proposal No. PH8245039 .erracon Exfiltration Test: Fifteen (15) Exfiltration tests will be performed to a depth of 10 feet as part of the project. The test will be performed in general accordance with South Florida Water Management District (SFWMD) Usual Open Hole Test Method. Property Disturbance: Terracon will take reasonable efforts to reduce damage to the property. However, it should be understood that in the normal course of our work some disturbance could occur including rutting of the ground surface. We will grout the borings upon completion. Pavements will be patched with cold -mix asphalt and/or ready -mixed concrete, as appropriate. Safety Terracon is not aware of environmental concerns at this project site that would create health or safety hazards associated with our exploration program; thus, our Scope considers standard OSHA Level D Personal Protection Equipment (PPE) appropriate. Our Scope of Services does not include environmental site assessment services, but identification of unusual or unnatural materials observed while drilling will be noted on our logs. Exploration efforts require borings (and possibly excavations) into the subsurface, therefore Terracon will comply with local regulations to request a utility location service through SSOCOF. We will consult with the landowner/client regarding potential utilities or other unmarked underground hazards. Based upon the results of this consultation, we will consider the need for alternative subsurface exploration methods as the safety of our field crew is a priority. Private utilities should be marked by the owner/client prior to commencement of field exploration. Terracon will not be responsible for damage to private utilities not disclosed to us. Terracon proposes to provide private utility locating services using a subcontractor. Fees associated with this service are included in our Scope of Services (See Exhibit C). The detection of underground utilities is dependent upon the composition and construction of the utility line; some utilities are comprised of non -electrically conductive materials and may not be readily detected. The use of a private utility locate service would not relieve the landowner/client of their responsibilities in identifying private underground utilities. Site Access: Terracon must be granted access to the site by the property owner. Without information to the contrary, we consider acceptance of this proposal as authorization to access the property for conducting field exploration in accordance with the Scope of Services. Our proposed fees do not include time to negotiate and coordinate access with landowners or tenants. Terracon will conduct field services during normal business hours (Monday through Friday between 7:00am and 5:00pm). If our exploration must take Facilities 1 Environmental Geotechnical 1 Materials Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Proposal for Exfiltration Testing Services 8th Street Flood Improvements Miami, FL JUne 13, 2024 l Terracon Proposal No. PH8245039 .erracon place over a weekend or at night, please contact us so we can adjust our schedule and fee. Laboratory Testing The project engineer will review field data and assign laboratory tests to understand the engineering properties of various soil and rock strata. Exact types and number of tests cannot be defined until completion of fieldwork, but we anticipate the following laboratory testing may be performed: ■ Water content • Grain size analysis (-200 sieve only) • Organic content Our laboratory testing program often includes examination of soil samples by an engineer. Based on the results of our field and laboratory programs, we will describe and classify soil samples in accordance with the Unified Soil Classification System (USCS). Engineering and Project Delivery The results of our field and laboratory programs will be evaluated, and a geotechnical engineering report will be prepared under the supervision of a licensed professional engineer. Upon completion of borings for the study, a report will be provided. The data report will include: ■ Boring logs with field and laboratory data ■ Stratification based on visual soil (and rock) classification ■ Groundwater levels observed during drilling ■ Site Location and Exploration Plans ■ Subsurface exploration procedures ■ Description of subsurface conditions ■ Exfiltration Test Results We welcome the opportunity to have project kickoff conversations with the team to discuss key elements of the project. The typical delivery process includes the following: • Project Planning — Proposal information, schedule and anticipated exploration plan ■ Site Characterization — Findings of the site exploration and laboratory results • Exfiltration Test Report When services are complete, we will provide a printable version of our completed Exfiltration Testing, including the professional engineer's digital signature as requested. Facilities 1 Environmental Geotechnical 1 Materials Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Proposal for Exfiltration Testing Services 8th Street Flood Improvements Miami, FL JUne 13, 2024 l Terracon Proposal No. PH8245039 Additional Services .erracon In addition to the services noted above, the following are often associated with geotechnical engineering services. Fees for services noted above do not include the following: Review of Plans and Specifications: Our geotechnical report and associated verbal and written communications will be used by others in the design team to develop plans and specifications for construction. Review of project plans and specifications is a vital part of our geotechnical engineering services. This consists of review of project plans and specifications related to site preparation, foundation, and pavement construction. Our review will include a written statement conveying our opinions relating to the plans and specifications' consistency with our geotechnical engineering recommendations. Observation and Testing of Pertinent Construction Materials: Development of our geotechnical engineering recommendations and report relies on an interpretation of soil conditions. Our assessment is based on widely spaced exploration locations and the assumption that construction methods will be performed in a manner sufficient to meet our expectations and consistent with recommendations made at the time the geotechnical engineering report is issued. We should be retained to conduct construction observations, and perform/document associated materials testing, for site preparation, foundation, and pavement construction. These services allow a more comprehensive understanding of subsurface conditions and necessary documentation of construction to confirm and/or modify (when necessary) the assumptions and recommendations made by our engineers. Facilities 1 Environmental Geotechnical 1 Materials Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Proposal for Exfiltration Testing Services 8th Street Flood Improvements Miami, FL June 13, 2024 l Terracon Proposal No. PH8245039 .erracon Exhibit C - Compensation and Project Schedule Compensation Based upon our understanding of the site, the project as summarized in Exhibit A, and our planned Scope of Services outlined in Exhibit B, our base fee is shown in the following table: Task Subsurface Exploration, Laboratory Testing, Exfiltration Testing Reporting Lump Sum Feet $37,589.69 1. The lump sum fee considers one drill rig mobilization and no unexpected onsite delays. If additional drill rig mobilizations are required, an additional fee of $1,250 would be invoiced. A drill crew standby rate of $300 per hour would be invoiced for unexpected delays. 2. Proposed fees noted above are effective for 90 days from the date of the proposal. 3. If the owner/client is unable to accurately locate private utilities, we can subcontract a private utility locating firm and/or utilize geophysical equipment, if necessary. The detection of underground utilities is dependent upon the composition and construction of utility lines. Some utilities are comprised of non - electrically conductive materials and may not be readily detected. The use of a private locate service does not relieve the owner of their responsibilities in identifying private underground utilities. Our Scope of Services does not include services associated with site clearing, wet ground conditions. If such services are desired by the owner/client, we should be notified so we can adjust our Scope of Services. Additional Services Plans and Specifications Review Construction Material Testing Services Lump Sum Fee TBD TBD Initial for approval Unless instructed otherwise, we will submit our invoice(s) to the address shown at the beginning of this proposal. If conditions are encountered that require Scope of Services revisions and/or result in higher fees, we will contact you for approval, prior to initiating services. A supplemental proposal stating the modified Scope of Services as well as its effect on our fee will be prepared. We will not proceed without your authorization. Facilities 1 Environmental Geotechnical 1 Materials Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Proposal for Exfiltration Testing Services 8th Street Flood Improvements 1 Miami, FL June 13, 2024 1 Terracon Proposal No. PH8245039 Project Schedule ierracon We developed a schedule to complete the Scope of Services based upon our existing availability and understanding of your project schedule. However, our schedule does not account for delays in field exploration beyond our control, such as weather conditions, delays resulting from utility clearance, or lack of permission to access the boring locations. In the event the schedule provided is inconsistent with your needs, please contact us so we may consider alternatives. SCHEDULE Delivery Schedule Mark Borings and Clear Underground Utilities Field Services and Site Characterization Exfiltration Test Report Total working days after signed Contract Schedule 1 6 days after notice to proceed 15 days 25 days 25 days 1. Standard workdays. We will maintain an activities calendar. The schedule will be updated to maintain a current awareness of our plans for delivery. Facilities 1 Environmental 1 Geotechnical 1 Materials Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 SITF I OCATIOAI Proposal for Exfiltration Testing Services Miami, FL June 13, 2024 Terracon Project No. PH8245039 r ierracon entral hopping I1• ■1 1 U (M EOM MMEN ■ aim i EOMmiwizalmmalum IttU� mill=1MIr Msr INMEMon mole II 1.111 p arrirti I rAiVpilaim =mum N. i11161141r. ■11g1UL■ IRCAMAnilN. MIL E1114-1‘&- W .471 -Writ—fa 1121M1 •� ^�� i,iILiba7T�l�+�17 -r, .�{`�11 ■I a -��� pl l! f:h Sdt I ti l w�i �L`, �, R I.. - aim .■ 1 la 1® "�1I_____I l N -1011._, iii/_/�. � . L��\ SITE �i� RII-�'`P• ��il u A I �fi , . ll,_ �:ittttt �= mm MO,he. aimfimmill ENI 61 - ���,Il�lr_t : ��_ IaigJll■�iiria�iiiYt�l��Iaw �PAMIAI MI ®��� ���� OW r-0 ma 7 A �; , ail F4kii!iii Ems•Imiii. InEl _1 9- . L1sr end rson !J* ��!r �>Office : I sr 1111. err- �-q11 i=•1 � �LtWi� �'I ! . JT,IZx7TTAC law fi��lilWlilR�1i1":I!��1��1i/�,�jr�'+� ��-AL ,..-).',;,1 ;% ki ... igate West Rndn DIAGRAM IS FOR GENERAL LOCATION ONLY, AND IS NOT INTENDED FOR CONSTRUCTION PURPOSES TOPOGRAPHIC MAP IMAGE COURTESY OF THE U.S. GEOLOGICAL SURVEY QUADRANGLES INCLUDE:. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 ierracon F PI ORATION PI Ar Proposal for Exfiltration Testing Services Miami, FL June 13, 2024 Terracon Project No. PH8245039 iir LEGEND * Exfiltration Tests Locations fairlest 1�{PY SW )1119'y 7t 'Are DIAGRAM IS FOR GENERAL LOCATION ONLY, AND IS NOT INTENDED FOR CONSTRUCTION PURPOSES AERIAL PHOTOGRAPHY PROVIDED BY MICROSOFT BING MAPS Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 • ierracon FEE BREAKDOWN 8th Street Flood Improvements Between SW 17th Avenue to SW 21st Avenue and SW 6th Street to SW 12th Street Miami, FL Terracon Proposal No. PH8245039 13-Jun-24 DESCRIPTION UNIT UNIT RATE TOTAL UNIOTS I. Field Exploration 1A. Mobilization of truck mounted drilling equipment each 2.0 $401.27 $802.54 1 B. Standard Penetration Test Borings Penetration Depth 0 to 50' (15 SPT borings to 10 feet) foot 150 $22.93 $3,439.50 11.3 Percolation Tests - Open Hole Method (Min 6" Dia) (Min 2 Tests) each 15 $552.96 $8,294.40 1J. Closing Holes with Grout/Approved Method to Safe Proof Site foot 150 $9.17 $1,375.50 23D. Senior Engineer, Site visit Per Hour 4 $160.62 $642.48 23B. Staff Engineer, mark borings and utility clearance Per Hour 8 $100.72 $805.76 22. Maintanance of Traffic (MOT) Per day 5 $2,500.00 $12,500.00 Off -Duty Officer Per Hour 45 $80.00 $3,600.00 Subtotal $31,460.18 II. Laboratory Testing 50. Material Finer than #200 sieve per ASTM C-117 Per Test 8 $51.59 $412.72 5G. Moisture Content Per Test 16 $43.57 $697.12 5H.1 Organic Content - Limerock per AASHTO T-267(by incineration) Per Test 4 $57.32 $229.28 51. Grain Size per AASHTO T-27 (Sieve analysis only) Per Test 4 $73.37 $293.48 Subtotal $1,632.60 III. Geotechnical Engineering Services 23E. Principal Per Hour 4.0 $166.56 $666.24 23D. Senior Engineer Per Hour 8.0 $160.62 $1,284.96 23C. Professional Engineer Per Hour 15.0 $136.82 $2,052.30 23A. CADD Operator Per Hour 4.0 $83.28 $333.12 23F. Clerical Administrative Per Hour 3.0 $53.43 $160.29 Subtotal $4,496.91 TOTAL GEOTECHNICAL ENGINEERING FEES $37,589.69 NOTE: Rates are in accordance with Miami -Dade County approved rates Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Miami Dade Water & Sewer Department JPA Agreement Between City of Miami and Miami Dade County No xxxx Replacement of Small Water Main within the City of Miami 8th St Project SCOPE OF WORK Draft July 1, 2024 Miami -Dade Water and Sewer Department 3071 SW 38th Avenue Miami, Florida 33133 Prepared By: Ardurra Group, Inc 1000 NW 57th Ct — Suite — 800 Miami, FI 33166 ,/\,/ ARDURRA Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Table of Contents INTRODUCTION 2 DESCRIPTION OF SERVICES 2 100 THIRTY (30)% DESIGN SUBMITTAL 3 200 SIXTY (60)% DESIGN SUBMITTAL 3 300 NINETY (90)% DESIGN SUBMITTAL 4 400 PERMITTING 4 500 CONTRACT SET AND BID DOCUMENTS TECHNICAL SPECIFICATIONS 5 600 PROCUREMENT SUPPORT SERVICES 5 700 ENGINEERING SERVICES DURING CONSTRUCTION 6 800 CONTRACT DOCUMENTS PREPARATION (CLR SKETCHES) 6 900 PROPERTY OWNER/OCCUPANT NOTIFICATION LETTERS (CLR) 6 SCHEDULE 7 COMPENSATION 7 ASSUMPTIONS 8 Attachments A. Engineering Services Labor and Expenses B. Project Area Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 MIAMI-DADE WATER AND SEWER DEPARTMENT JPA Agreement XXXX Replacement of Small Water Main within the City of Miami 8th St Project SCOPE OF WORK INTRODUCTION The Miami Dade Water and Sewer Department (WASD) is the fifth largest water and sewer utility in the nation and provides service for over 2,500,000 residents in Miami -Dade County. Ardurra Group, Inc is pleased to submit this fee proposal to include engineering design services, permitting services, procurement support services, engineering services during construction, and project certifications & closeout to the subject project. In addition, Miami -Dade Water and Sewer Department (WASD) has established a Consumer Line Relocation (CLR) Program for the replacement of undersized small water mains and the transfer of water service to the front of the properties. DESCRIPTION OF SERVICES The City of Miami and Miami Dade County (County or WASD) have executed and JPA to address Flooding issues (City) and improve potable water service (WASD). Ardurra will provide engineering services to design and install approximately 3,300 LF of small diameter water main as show Attachment B — Project Area. The project Area is enclosed in Attachment B. New Pipelines to be design should be 8 inches in diameter. Ardurra will provide engineering services during construction, including attending pre - construction meeting, shop drawing reviews and approvals, and responses to RFI's This task has been subdivided into the following tasks: Subtask Description 100 30% Design 200 60% Design 300 90% Design 400 Permitting Services 500 Contract Set and Bid Documents Technical Specifications 600 Limited Procurement Support Services 700 Engineering Services During Construction 2 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 800 Contract Documents Preparation (CLR) 900 Property Owner/Occupant Notification Letters (CLR) Deliverables ■ Survey Review Comments 100 THIRTY (30)% DESIGN SUBMITTAL For the completion of this subtask, the following items and activities will be the responsibility of Ardurra. The 30% design submittal shall consist of 24x36 drawings and other documents illustrating the scale (1:40) and relationship of project components including: • Attend a kick-off meeting and prepare minutes • Request, collect and maintain utilities database • Field reconnaissance activities • Photo log from field reconnaissance • Hold Pre -design meetings with Agencies Having Jurisdiction in the project • Review of Hydraulic Modeling Report Provided with WASD • Review of existing as-builts and identify points of connections to the existing water mains • Perform project site visit • Preliminary routing showing pipe route options (Pipeline Horizontal Alignment) • Location of existing utilities in a plan view • Identification of any permanent and temporary easements needed and if any title search is necessary submit the request to WASD • Updated project schedule in Microsoft Project after design NTP • Attend a 30% Design Review Workshop with WASD PM A 30% Design Review Workshop with WASD will be conducted to review the 30% design submittal. Deliverables ■ Electronic submittal of 30% plans (24x36, 1:40 scale) ■ One (1) Updated project schedule after design NTP ■ Opinion of Probable Cost ■ Photo Log from field reconnaissance ■ Utility/Agency/Municipality Tracking Matrix or Log ■ Meeting Agenda and Minutes for the Kick-off Meeting 200 SIXTY (60)% DESIGN SUBMITTAL For the completion of this subtask, the following items and/or activities will be the responsibility of Ardurra • Revise 30% submittal incorporating WASD's comments • Propose horizontal alignment (Plan view) and vertical alignment (Profile view) 3 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 • Opinion of Probable Cost (OPC) (WASD Spec Template) • Specifications Package • Update project schedule and request for justification in case of any delays • Attend a 60% Design Review Workshop with WASD PM • Traffic Control Maintenance of Traffic (MOT) (Standard Details only) • Construction Cost Estimate (WASD Spec Template) A 60% Design Review Workshop with all applicable WASD stakeholders will be conducted to review the 60% design submittal. Minutes will be prepared by Ardurra Deliverables ■ Electronic submittal of 60% plans (24x36, 1:40 scale) ■ Electronic submittal of 60% Opinion of Probable Cost ■ Electronic submittal of 60% Specifications Package ■ Updated project schedule ■ Electronic shared folder with the electronic files ■ Electronic files for design drawings in PDF format ■ Design review workshop 300 One Hundred (100)% DESIGN SUBMITTAL For the completion of this subtask, the following items and/or activities will be the responsibility of Ardurra: • Revised 60% submittal incorporating WASD's comments • MOT Plans (Standard Details for FDOT) • Detailed MOT and Detour plans for FDOT right -way (3 pages estimated) • Final Pavement restoration plans • Design and Construction Schedule Updates • Construction Cost Estimate Update A 10% Design Review Workshop with WASD will be conducted to review the 90% design submittal. Minutes will be prepared by Ardurra Deliverables ■ Electronic submittal of 100% plans (24x36, 1:40 scale) ■ Electronic submittal of Updated Opinion of Probable Cost ■ Electronic submittal of 100% Specifications Package ■ Updated project schedule ■ Design & Construction Schedule update ■ Construction Cost Estimate 400 PERMITTING Ardurra will prepare the permit packages and obtain applicable signatures once the 100% submittal has been approved by WASD. Permit fees will be paid by WASD. Ardurra will coordinate with WASD for check processing and pick up. Ardurra will submit the permit package applications to the respective permitting agencies and respond to RFIs that agencies may have. It is anticipated that the following permits will be obtained: Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 - Miami Dade RER — Water Extension - Fire Department - Florida Department of Health (FDOH) It is anticipated that permitting process will take a minimum of 90 days for agencies' review and approval. Deliverables ■ Permit Tracking Table or Log ■ Approved Permitted Drawings 500 CONTRACT SET AND BID DOCUMENTS TECHNICAL SPECIFICATIONS For the completion of this subtask, the following items and/or activities will be the responsibility of Ardurra • Revised 100% submittal incorporating WASD's comments • Final targeted field visit to verify any potential significant changes prior to procurement • 100% Specifications Package • Permit Letters or Stamps from the required agencies • Final Opinion of Probable Cost Deliverables ■ Two (2) paper and 1 Electronic copy 100% Specifications Package ■ Original Permit Letters or Stamps from all required agencies ■ Two (2) copies of the Final Opinion of Probable Cost (Construction Cost Estimate for Bids) ■ Updated final project schedule ■ Meeting Minutes for 100% Review Meeting ■ Two (2) copies 24x36 design plans & final survey ■ Updated Schedule ■ Electronic shared folder with the electronic files 600 PROCUREMENT SUPPORT SERVICES It is assumed that procurement will be managed by the City of Miami, and that WASD Project will be part of single bid along with the City. For the completion of this subtask, the following activities will be the responsibility of Ardurra ■ Respond to request for information (RFI). (Twenty (20) estimated for budgetary purposes) and maintain a tracking matrix with submittal and response dates ■ Upon selection of Contractor, DC to provide 100% conformed documents to include any addenda prepared for responses to bidder RFIs. Deliverables • RFI Responses Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 700 ENGINEERING SERVICES DURING CONSTRUCTION Ardurra will perform engineering services during construction which will include the following items: • Review and respond to technical requests for information (RFIs). All responses will be coordinated through the WASD and submitted via email correspondence and maintain a tracking matrix with submittal and responses dates • Review and approve shop drawings and Pre -Approved Product List submittals • Assist in field changes for work within public R/W • Review As-builts • Review and provide an Engineering Evaluation of Change Order (CO) requests • Request and review WASD CM/Inspector Construction Progress Reports with pictures and any relevant information pertaining the project to certify the project • Conduct monthly site visits to certify the project • Project Certification including Punch List, Close-out and final project certification Meeting agenda and minutes will be provided by WASD. Construction management and inspection services will be performed by Others. Deliverables ■ Project Certification Forms 800 CONTRACT DOCUMENTS PREPARATION (CLR SKETCHES) Ardurra will prepare property sketches using the latest available FDOT Aerial open -source images. It is assumed that no survey of the ROW or properties will be required and that the sketches will not identify other utilities. Included properties with new service line will need CLR diagrams showing the proposed water meter location and the private property plumbing connection. In addition, potential impediments to connection within properties as identified via google earth view will be included in diagrams. Field visits are not be performed and sketches to be created using available aerial views. Deliverables ■ Property sketches for included properties 900 PROPERTY OWNER/OCCUPANT NOTIFICATION LETTERS (CLR) Ardurra will assist WASD with preparing notification letters to property owners and residents. A list of mailing addresses and names of owners and, if applicable, tenants will also be provided to WASD for future notification processes handled by WASD. WASD will provide Ardurra their customer database for all properties within the project area in order to obtain owner/resident information to prepare mailing list. The following notification packages will be prepared and delivered to WASD: 1. Initial Notification Letter — a standard letter will be prepared informing each Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 property owner/occupant resident of the program, requesting execution of enclosed agreement, and including attachments such as informational brochure and frequently asked questions (FAQs). 2. Second Notification Letter — reminder if property owner does not respond to first letter Ardurra will provide letters to the WASD PM and WASD Public Affairs Section to coordinate mass mailing. WASD will handle all mailing and postage and Ardurra will not interact with private property owners/residents. Deliverables • List of mailing addresses and property owner/tenant names • Electronic shared folder with the electronic files SCHEDULE Design Schedule will follow City of Miami Project Schedule. Ardurra will maintain the project schedule and provide updated versions to the WASD PM. COMPENSATION The services described herein will be performed on a lump sum fee basis as per Contract "xxxx" in the amount of $161,618.51 as Lump Sum fee, a reimbursable expense of $2,000.00 for a Grand Total of $163,618.51 ODCs for this contract include only plans reproduction expenses. Proof of payment will be provided for ODCs. Please see below summary table. Task Description Method of Payment Amount 100 30% Design Lump Sum $38,892.48 200 60% Design Lump Sum $33,018.94 300 100% Design Lump Sum $27,474.97 400 Permitting Services Lump Sum $8,716.94 500 Contract Set and Bid Documents Technical Specifications Lump Sum $5,846.86 600 Procurement Support Services Hourly Not to Exceed $6,122.48 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Task Description Method of in Payment Amount 700 Engineering Services During Construction Hourly Not to Exceed $21,949.06 800 CLR) Contract Documents Preparation Lump Sum $13,790.54 900 Property Owner/Occupant Notification and Coordination Services (CLR) Lump Sum $4,247.46 SUBTOTAL: $161,618.51 IOther Direct Costs Plans Reproductions Reimbursable $2,000.00 Expense TOTAL: $163,618.51 The Proposed Fee Breakdown is presented in "Attachment A — Engineering Services Labor and Expenses". ASSUMPTIONS This Scope of Work and deliverables are based on the following assumptions: • Requested information being made available by WASD • WASD will assist Ardurra in performing private property coordination with Property Owners for site visits • Ardurra will only perform building department permitting services as it relates to CLR sketches • Ardurra will not perform coordination with property owners/residents • Ardurra will not perform individual private property site visits • Construction management and inspection services will be performed by Others • Ardurra will only review WASD's hydraulic modeling results and will not prepare or submit separate models • WASD personnel being available for meetings • WASD will confirm CAD Standards • WASD will confirm standard technical specifications • WASD will notify Ardurra one week in advance of any meetings Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 • Ardurra is not responsible for delays during permitting process caused by permitting agencies reviews • Project limits and pipeline size will be as specified in this project scope of work • Traffic studies will not be performed by Ardurra • Sewer improvements are limited to an assessment of potential sewer connections to properties on septic abutting existing gravity sewer • Final Construction permits shall be attained by the selected contractor • Utility relocations plans are not included in this scope of work • It is anticipated that trenchless technologies design will not be required for this project • WASD shall reimburse permitting fees to Ardurra • Plans scale will be 1:40. Scale change is not included on this proposal • In consideration of this Task Authorization, access to data and information sources is made available to Ardurra. Ardurra shall comply fully with all security procedures, and shall not divulge to third parties all confidential Data Information obtained from Miami - Dade Water and Sewer Department in the course of performing consulting engineering work, including, but not limited to, security procedures, business operations information or proprietary information in the possession of the Miami- Dade Water and Sewer Department. Ardurra shall not be required to keep confidential information or material that is publicly available through no fault of the Consultant, material that Ardurra developed independently without relying on the State's or WASD's confidential information, or material that is otherwise obtainable under State Law as a public record Rodolfo Remon Practice Director Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Attachment A Engineering Services Labor and Expenses Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 ATTACHMENT A - Proposal for Engineering Services Labor Expenses Positon Name&(Company) LaborMutpier Hourly Rate Task lg-Thirty (3o)%De lgn Submital TaskesIg-Sbmtal J% [DesignSubmital Tas Soo - One Huntlre(too)%Design Submital Task4 Semmes Services Task5gg-Contaet Sel antl:al Documents Technlal Speofiatons Task Bgg- Precurement ervices Task7o -Engineering SC tturing Constructon Boo Contract Do's DO)CLR Sketches) (CLR Skelches) Task IS' Lccers (C Notfiaton Letters (CLR) Hoffmann Total Labor (Sum 3-6) Raw Cosh (7X 2) Multplietl Cosh (1 x8) $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ P. $ Hrs $ Hrs $ Hrs $ Hours $ $ Senior Project Manager/EOR RiaNO Maristany, PE 20 9500 12 $ 1,14000 8 $ 76000 8 $ 76000 6 $ 570.00 4 $ 380.00 8 $ 76000 40 $ 3,80000 4 $ 38000 4 $ 38000 94 $8,93000 $25,89700 Project Engineer Leo Sampetlro, El 20 6664 60 $ 3,99840 56 $ 3,73184 48 $ 3,19872 20 $ 1,332.80 8 6 533.12 12 $ 79968 40 6 2,66560 16 $ 1,06624 8 $ 533.12 274 018,25936 052,952.14 CAD Designer Justyn De Guzman 20 6804 120 $ 8, 27280 100 $ 6,89400 80 $ 5,51520 16 $ 1, 103.04 16 6 1, 103.04 8 $ 55152 16 6 1,10304 48 $ 3,30912 8 $ 55152 414 028, 541.16 08276936 0 $0 00 $0 00 Sub -totals 192 913,41120 164 $ 11,38584 136 $ 9,47392 42 $ 3,005.84 28 6 2,016.16 28 $ 2,11120 96 6 7,56864 68 $ 4,75536 92000 $ 1,46464 782 95573052 9161,61851 Summary of Direct Expenses units No. of $Nnit Total ArTavel Coachclass - from Coachclass - from o Lodging (y days) See Attached "Maximum E See Attached "Maximum Daily Lodging Rates" Car Rental (by days) $35. 00/day $3500/tlay Gas (for rental cars only) $3 ]5/gallon $3 ]5/gallon Food Breakfast Lunch Dinner $700(when travel beglns$700(wfen $11.00 (when travel begin:$11 $18.00(when travel begin: tavelbeglns 00 (when travel begin 1800 (when travel begin before 6 a m. antl extends before 12 noon and extends before 6 p m. and extend eyontl8a m) beyond 2 p m ) beyond 8p m) Mileage I $048529/mile(for use of F$048529/mile(for use of personal vehicle) Subtotal Direct Expense Total Labor and Direct Expenses= $ 161,61851 $ 161,618.51 Notes 1.- For Invoices bllletl on an hourly basis, receiptsfor all expenses must be submittetl. Tavel ex enses must be aceompani tl by a statement explalni g the purpose of the expense and the parties Involvetl. Summary of Reimbursable Expenses Units No. of $4.4 Total Permitfees $ 2,000 00 Other expense ( external Copes and prints, amercost Mb Invoices) Design Cnntngency Subtotal of Relmbusable Fees $ 2,000 00 IReimbursable Expense $ 2,000.00 Notes 2.- For Invoices where Permit Fees are Elletl, receipts must be submittetl. Total of Labor, Direct Expenses, Reimbursable Expenses $ 163,618.51 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Attachment B Project Area 11 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 ' • 41.f 7t .SWI1l1TH ST SW 1-3THaliER44. 1725LF nl 6"CIAge 66 8� 4 is y� WibTHSTAALL" ..—ass .6P645LF 2" Galvanized Age 96 587 LF 8" DAge 96 Close loop 294 LF 8"CIAge 9 , s 1OTH ST PROPOSED EXFILTRATION PROPOSED DRAINAGE/ROADWAY IMPROVEMENTS 0 PROJECT BOUNDARY 8th Street Flood Improvements 0 250 500 1,000 Feet CITY COMMISSION DISTRICT 3 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 ARDURRA-01 EMORRIS , ,d►coRO CERTIFICATE OF LIABILITY INSURANCE �� DATE(M 7/22/202YYY) 2024 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 Ames & Gough 8300 Greensboro Drive Suite 980 McLean, VA 22102 CONTACT NAME: PHONE (A/c, No, Ext): (703) 827-2277 FAX No):(703) 827-2279 a DD RIEss: admin@amesgough.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA : Charter Oak Fire Insurance Company A++ (XV) 25615 INSURED Ardurra Group, Inc. 4921 Memorial Highway Suite 300 Tampa, FL 33634 INSURER B : Phoenix Insurance Company A++, XV 25623 INSURER C : Travelers Property Casualty Company of America, A++, XV 25674 INSURERD: National Fire & Marine Insurance Company 20079 INSURER E : INSURER F : 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 POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRINSD TYPE OF INSURANCE ADDL SUBR W VD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 630-5X487435 Approved by Terry Quevado 1/1/2024 07/23 1/1/2025 2024 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) 1,000,000 $ X Contractual Liab. MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: X LIMIT APPLIES PED PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OPAGG $ 2,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON-OWNEDUUON 810-5X558309 1/1/2024 1/1/2025 COMBINED SINGLE LIMIT (Ea accident) 1,000 000 $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per PROPERTY $ $ C X UMBRELLA LIAB EXCESSLIAB X OCCUR CLAIMS -MADE CUP-5X642114 1/1/2024 1/1/2025 EACH OCCURRENCE $ 15,000,000 AGGREGATE $ 15,000,000 DED X RETENTION $ 10,000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N N / A UB-5X489557 1/1/2024 1/1/2025 X PER STATUTE OTH- ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ D Professional Liab. 42-EPP-306878-06 1/1/2024 1/1/2025 Per Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) PSA 23-24-004/4 Civil Engineering Services for Citywide Flood Mitigation Improvements City of Miami are included as additional insured with respect to General Liability, Automobile Liability, and Umbrella Liability when required by written contract. General Liability includes Additional Insured coverage for Completed Operations as required by written contract. General Liability, Automobile Liability, and Umbrella Liability are primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract. General Liability, Automobile Liability, Workers Compensation, and Umbrella Liability policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract. 30-day Notice of Cancellation will be SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION Cityof Miami 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 AGENCY CUSTOMER ID: ARDURRA-01 EMORRIS LOC #: 2 AFRO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY mes & Gough POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 ADDITIONAL REMARKS NAIC CODE SEE P 1 NAMED INSURED Ardurra Group, Inc. 4921 Memorial Highway Suite 300 Tampa, FL 33634 EFFECTIVE DATE: SEE PAGE 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: issued for the General Liability, Automobile Liability, Workers Compensation, Umbrella Liability, and Professional Liability policies in accordance with policy terms and conditi ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD T _1•. TAT. _1_ _ rtrr lsll Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 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 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 B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COVERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS BLANKET WAIVER OF SUBROGATION UNINTENTIONAL ERRORS OR OMISSIONS M. N. PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form during the policy period over which you maintain C. 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSINESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: CAF2190321 © 2021 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: 6981 EBDF-98C6-456B-B257-6B7904CC0511 COMMERCIAL AUTO (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II - COVERED AUTOS LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II - COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE - INDEMNITY BASIS The following replaces Subparagraph (5) in Paragraph B.7., Policy Period, Coverage Territory, of SECTION IV - BUSINESS AUTO CONDITIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, embargo, or similar regulation imposed by the United States of America applies to and prohibits the transaction of business with or within such country or jurisdiction, for Covered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "insured" against, and investigate or settle any such claim or "suit" and keep us advised of all proceedings and actions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "insured" pays with our consent, but only up to the limit described in Paragraph C., Limits Of Insurance, of SECTION II - COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investigation of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Paragraph C., Limits Of Insurance, of SECTION II - COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess contingent or on any other basis. Page 2 of 4 © 2021 The Travelers Indemnity Company. All rights reserved. CA F2 19 03 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 COMMERCIAL AUTO (c) This insurance is not a substitute for required or compulsory insurance in any country outside the United States, its territories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such country up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory insurance requirements. (d) It is understood that we are not an admitted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Canada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deductible, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible applies under Specified Causes of Loss or Comprehensive coverage for 'loss" to glass used in the windshield. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Paragraph A.4.b., Loss Of Use Expenses, of SECTION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Paragraph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVERAGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Coverage Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for 'loss" to wearing apparel and other personal property which is: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclusions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to 'loss" to one or more airbags in a covered "auto" you own that inflate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Comprehensive Coverage under this policy; b. The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or 'loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability company); (d) An executive officer, director or insurance manager (if you are a corporation or other organization); or (e) Any "employee" authorized by you to give notice of the "accident" or "loss". CAF2190321 © 2021 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: 6981 EBDF-98C6-456B-B257-6B7904CC0511 COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDITIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract signed and executed prior to any "accident' or 'loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Concealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However this provision does not affect our right to collect additional premium or exercise our right of cancellation or non —renewal. Page 4 of 4 © 2021 The Travelers Indemnity Company. All rights reserved. CA F2 19 03 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 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 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CAT4740216 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that: a. You agree in a written contract or agreement to include as an additional insured on this Coverage Part; and b. Has not been added as an additional insured for the same project by attachment of an endorse- ment under this Coverage Part which includes such person or organization in the endorsement's schedule; is an insured, but: a. Only with respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury' caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b. Only as described in Paragraph (1), (2) or (3) be- low, whichever applies: (1) If the written contract or agreement specifical- ly requires you to provide additional insured coverage to that person or organization by the use of: (a) The Additional Insured — Owners, Les- sees or Contractors — (Form B) endorse- ment CG 20 10 11 85; or (b) Either or both of the following: the Addi- tional Insured — Owners, Lessees or Con- tractors — Scheduled Person Or Organi- zation endorsement CG 20 10 10 01, or the Additional Insured —Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 10 01; the person or organization is an additional in- sured only if the injury or damage arises out of "your work" to which the written contract or agreement applies; (2) If the written contract or agreement specifical- ly requires you to provide additional insured coverage to that person or organization by the use of: (a) (b) (3) The Additional Insured — Owners, Les- sees or Contractors — Scheduled Person or Organization endorsement CG 20 10 07 04 or CG 20 10 04 13, the Additional Insured — Owners, Lessees or Contrac- tors — Completed Operations endorse- ment CG 20 37 07 04 or CG 20 37 04 13, or both of such endorsements with either of those edition dates; or Either or both of the following: the Addi- tional Insured — Owners, Lessees or Con- tractors — Scheduled Person Or Organi- zation endorsement CG 20 10, or the Ad- ditional Insured — Owners, Lessees or Contractors — Completed Operations en- dorsement CG 20 37, without an edition date of such endorsement specified; the person or organization is an additional in- sured only if the injury or damage is caused, in whole or in part, by acts or omissions of you or your subcontractor in the performance of "your work" to which the written contract or agreement applies; or If neither Paragraph (1) nor (2) above applies: The person or organization is an addi- tional insured only if, and to the extent that, the injury or damage is caused by acts or omissions of you or your subcon- tractor in the performance of "your work" to which the written contract or agree- ment applies; and Such person or organization does not qualify as an additional insured with re- spect to the independent acts or omis- sions of such person or organization. The insurance provided to such additional insured is subject to the following provisions: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agree- ment, the insurance provided to the additional in- sured will be limited to such minimum required limits. For the purposes of determining whether (a) (b) CG D6 04 02 19 Page 1 of 2 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 COMMERCIAL GENERAL LIABILITY this limitation applies, the minimum limits required by the written contract or agreement will be con- sidered to include the minimum limits of any Um- brella or Excess liability coverage required for the additional insured by that written contract or agreement. This provision will not increase the limits of insurance described in Section III — Limits Of Insurance. b. The insurance provided to such additional insured does not apply to: (1) Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional archi- tectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (2) Any "bodily injury" or "property damage" caused by "your work" and included in the "products -completed operations hazard" un- less the written contract or agreement specifi- cally requires you to provide such coverage for that additional insured during the policy period. c. The additional insured must comply with the fol- lowing duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (a) How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense. (2) If a claim is made or "suit" is brought against the additional insured: (a) Immediately record the specifics of the claim or "suit" and the date received; and (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit" as soon as practicable. Immediately send us copies of all legal pa- pers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions. (4) Tender the defense and indemnity of any claim or "suit" to any provider of other insur- ance which would cover such additional in- sured for a loss we cover. However, this con- dition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organiza- tion as a named insured as described in Par- agraph 4., Other Insurance, of Section IV — Commercial General Liability Conditions. (3) Page 2 of 2 CG D6 04 02 19 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I —COVERAGES COVERAGE A— BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury' or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit' seeking damages for "bodily injury' or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence' and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under CoverageC. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "bodily injury" and "property damage" only if: CG T1 00 0219 (1) The "bodily injury' or "property damage" is caused by an "occurrence' that takes place in the "coverage territory"; (2) The "bodily injury' or "property damage" occurs during the policy period; and Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence' or claim knew that the "bodily injury' or "property damage" had occurred, in while or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury' or "property damage" occurred, then any continuation, change or resumption of such "bodily injury' or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence' or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence' or claim: (3) (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or Becomes aware by any other means that "bodily injury' or "property damage" has occurred or has begun to occur. (3) © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury' include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury'. 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury' or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury' or "prcperty damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury' or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided that the "bodily injury' or "prcpertydamage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "bodily injury" or "property damage", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury' or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or Page2of21 (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' ccmpensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury' or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury' if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 is used to heat, cod or dehumidify the building, or produced by or originating from equipment that is used to heat water for personal use by the buildings occupants or their guests; (ii) "Bodily injury' or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury' or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) If such "pollutants" are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insureds behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury' or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed CG T1 00 0219 COMMERCIAL GENERAL LIABILITY to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or reIm ed as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury' or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury' or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are or were at any time performing operations to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any. (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assets the effects of, "pollutants"; or © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". g. Aircraft, Auto Or Watercraft "Bodily injury' or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrcngdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrencd' which caused the "bodily injury" or "property damage" inwlved the ownership, maintenance, use or entrustment to others of any aircraft "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) 50 feet long or less; and (b) Not being used to carry any person or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury' or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify as "mobile equipment" under the definition of "mobile equipment" if such land vehicle were not subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged; or Page4of21 h. J• (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity i. War "Bodily injury" or "property damage" arising out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or Insurrection, rebellion, revolution, usurped paver, or action taken by governmental authority in hindering or defending against any of these. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; Property loaned to you; (3) (3) (4) Personal property in the care, custody or control of the insured; © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work' was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work' and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "prcperty damage" included in the "products - completed operations hazard". k. Damage To Your Product "Property damage" to "your product' arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products - completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a su bccntractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property' or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and CG T1 00 0219 COMMERCIAL GENERAL LIABILITY accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property'; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury'. p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". However, this exclusion does not apply to liability for damages because of "bodily injury'. q• Unsolicited Communication "Bodily injury" or "property damage" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". r. Access Or Disclosure Of Confidential Or Personal Information "Bodily injury" or "property damage" arising out of any access to or disclosure of any person's or organization's confidential or personal information. s. Asbestos (1) "Bodily injury' or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the "bodily injury" or "property damage" is caused or contributed to by the hazardous properties of asbestos. © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 COMMERCIAL GENERAL LIABILITY (2) "Bodily injury' or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any "bodily injury" or "property damage" described in Paragraph (1) above. Any loss, cost or expense arising out of (3) any. (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or as-s the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. t. Employment -Related Practices "Bodily injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury' to that person at whom any of the Page6of21 employment -related practices described in Paragraph (a), (b), or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay darnages because of the "bodily injury'. Exclusions c. through n. do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section!!! — Limits Of Insurance. COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as darnages because of "personal and advertising injury' to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury' to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "personal and advertising injury' caused by an offense arising out of your business but only if the offense was committed in the "coverage territory' during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury' caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury. © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 This exclusion does not apply to "personal injury" caused by malicious prosecution. b. Material Published With Knowledge Of Falsity "Perscnal and advertising injury' arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Or Used Prior To Policy Period (1) "Personal and advertising injury' arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or (2) "Advertising injury' arising out of infringement of copyright, "title" or "slogan" in your "advertisement" whose first infringement in your "advertisement" was committed before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury' arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contractor agreement. This exclusion does not apply to liability for damages: (1) (2) That the insured would have in the absence of the contract or agreement; or Because of "personal injury' assumed by you in a contract or agreement that is an "insured contract", provided that the "personal injury' is caused by an offense committed subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed by you in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be darnages because of "personal injury', provided that: (a) Liability to such party for, or for the cost of, that partys defense has also been assumed by you in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party CG T1 00 0219 COMMERCIAL GENERAL LIABILITY against a civil or alternative dispute resolution proceeding in which darnages to which this insurance applies are alleged. f. Breach Of Contract "Advertising injury' arising out of a breach of contract. g• Quality Or Performance Of Goods — Failure To Conform To Statements "Advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". i. Intellectual Property "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal and advertising injury' alleged in any claim or "suit" that also alleges any such infringement or violation: J• (1) (2) (3) (4) (5) (6) (7) Copyright; Patent; Trade dress; Trade name; Trademark; Trade secret; or Other intellectual property rights or laws. This exclusion does not apply to: (1) "Advertising injury' arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or (2) Any other "personal and advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". Insureds In Media And Internet Type Businesses "Personal and advertising injury' caused by an offense committed by an insured whose business is: (1) Advertising, "broadcasting"or publishing; © 2017 The Travelers Indemnity Company. All rights reserved. Page 7 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 COMMERCIAL GENERAL LIABILITY (2) Designing or determining content of websites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a.(1), (2) and (3) of the definition of "personal injury'. For the purposes of this exclusion: (1) Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or services will not be considered the business of publishing; and (2) The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury' arising out of an electronic chatroom or bulletin board the insured hosts or owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury' arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury' arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at anytime. n. Pollution -Related Any loss, cost or expense arising out of any. (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or Page8of21 neutralizing, or in anyway responding to, or assessing the effects of, "pollutants". o. War p. q• "Personal and advertising injury" arising out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, induding action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or Insurrection, rebellion, revolution, usurped paver, or action taken by governmental authority in hindering or defending against any of these. Unsolicited Communication "Personal and advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". Access Or Disclosure Of Confidential Or Personal Information (3) "Personal and any access to organization's information. r. Asbestos advertising injury" arising out of or disclosure of any person's or confidential or personal (1) "Personal and advertising injury' arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the "personal and advertising injury' is caused or contributed to by the hazardous properties of asbestos. (2) "Personal and advertising injury' arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any "personal and advertising injury' described in Paragraph (1) above. Any loss, cost or expense arising out of any. (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or (3) © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other perscn or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. s. Employment -Related Practices "Personal injury' to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal injury" to that person at whom any of the employment -related practices described in Paragraph (a), (b), or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "personal injury". COVERAGE C — MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury' caused by an accident (1) On premises you own or rent; (2) On ways next to premises you own or rent; or CG T1 00 0219 COMMERCIAL GENERAL LIABILITY (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory' and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably requ ire. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury' are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". Coverage A Exclusions Excluded under Coverage A. g• © 2017 The Travelers Indemnity Company. All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Cmerage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts with in the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payrnents do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. 9• All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payrnents will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit', we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been Page10of21 assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "su it"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverages — Coverage A — Bodily Injury And Property Damage Liability or Paragraph 2.e. of Section I — Coverages — Coverage B — Personal And Advertising Injury Liability, such payrnents will not be deemed to be damages for "bodily injury', "property damage" or "personal injury', and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 a. We have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II —WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sde owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employe", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employrnent by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury' or "personal injury': (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employrnent or performing duties related to the conduct of your business, or to your other "volunteer CG T1 00 0219 COMMERCIAL GENERAL LIABILITY workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury desrribed in Paragraph (1)(a) or(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury' arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employs" or "volunteer workers", other than an employed or volunteer doctor. Any such "employs" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Property damage" to property. (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by, you, any of your "employs", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but on ly. (1) With respect to liability arising out of the maintenance or use of that property, and (2) Until your legal representative has been appointed. © 2017 The Travelers Indemnity Company. All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Any person or organization that, with your express or implied consent, either uses or is responsible for the use of a watercraft that you do not own that is: (1) 50 feet long or less; and (2) Not being used to carry any person or property for a charge. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury' or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury' arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. An organization, other than a partnership, joint venture or limited liability company, or b. A trust; as indicated in its name or the documents that govern its structure. 4. Any person or organization that is a premises owner, manager or lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury' that: a. Is "bodily injury' or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and Page12of21 b. Arises out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor is subject to the following provisions: a. The limits of insurance provided to such premises owner, manager or lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are Ie s. b. The insurance provided to such premises owner, manager or lessor does not apply to: (1) Any "bodily injury' or "property damage" that occurs, or "personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. 5. Any person or organization that is an equipment lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "prcperty damage", or "perscnal and advertising injury' that: a. Is "bodily injury' or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the maintenance, operation or use of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a. The limits of insurance provided to such equipment lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such equipment lessor does not apply to any "bodily injury' or "property damage" that occurs, or "personal and advertising injury' caused by an offense that is committed, after the equipment lease expires. No person or organization is an insured with respect to the conduct of any current or past partnership, joint © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 venture or limited liability company that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Section II — Who Is An Insured. SECTION III —LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except darnages because of "bodily injury' or "property damage" included in the "prcducts-completed operations hazard"; and c. Damages under Coverage B. 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury' and "property damage" included in the "products -completed operations hazard". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all darnages because of all "personal injury" and "advertising injury' sustained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under CoverageA; and b. Medical expenses under Coverage C; because of all "bodily injury' and "property damage" arising out of anyone "occurrence". For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: CG T1 00 0219 COMMERCIAL GENERAL LIABILITY a. The amount shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part. 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury' sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insureds estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrencd' or an offense which may result in a claim. To the extent passible, noticeshould include: (1) How, when and where the "occurrence" or offense took place; (2) The narnes and addresses of any injured persons and witnesses; and The nature and location of any injury or damage arising out of the "occurrence' or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit'; (3) © 2017 The Travelers Indemnity Company. All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insureds own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. The following provisions apply to Paragraph a. above, but only for purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or2. of Section II —Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, or limited liability company), any of your trustees who is an individual (if you are a trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by. (a) Any individual who is: (i) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; Page14of21 (3) (ii) An executive officer or director of any other organization; or (iv) A trustee of any trust; that is your partner, joint venture member, manager or trustee; or (b) Any employee authorized by such partnership, joint venture, limited liability company, trust or other organization to give notice of an "occurrencd' or offense. Notice to us of such "occurrence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraph e.(1) or (2) above discovers that the "occurrence' or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorsement that provides limited coverage for "bodily injury" or "property damage" or pollution costs arising out of a discharge, relcrre or escape of "pollutants" which contains a requirement that the discharge, relonoe or escape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and relm e of liability signed by us, the insured, and the claimant or the claimant's legal representative. © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 4. Other Insurance If valid and collectible other insurance is available to the insured for a loss we cover under CoveragesA or B of this Coverage Part, our obligations are limited as described in Paragraphs a. and b. below. As used anywhere in this Coverage Part, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of: (i) Another insurance company, (ii) Us or any of our affiliated insurance companies, except when the Non cumulation of Each Occurrence Limit provision of Paragraph 5. of Section III — Limits Of Insurance or the Non cumulation of Personal and Advertising Injury Limit provision of Paragraph 4. of Section III — Limits of Insurance applies because the Amendment — Non Cumulation Of Each Occurrence Limit Of Liability And Non Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy, (iii) Any risk retention group; or (iv)Any self-insurance method or program, in which case the insured will be deemed to be the provider of other insurance. Other insurance does not include umbrella insurance, or excess insurance, that was bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. As used anywhere in this Coverage Part, other insurer means a provider of other insurance. As used in Paragraph c. below, insurer means a provider of insurance. a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below, except when Paragraph d. below applies. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: CG T1 00 0219 (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; COMMERCIAL GENERAL LIABILITY (ii) That is insurance for "premises damage"; (iii) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to any exclusion in this Coverage Part that applies to aircraft, "autos" or watercraft; That is insurance available to a premises owner, manager or lessor that qualifies as an insured under Paragraph 4. of Section II — Who Is An Insured, except when Paragraph d. below applies; or (v) That is insurance available to an equipment lessor that qualifies as an insured under Paragraph 5. of Section II — Who Is An Insured, except when Paragraph d. below applies. (b) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured, or is any other insured that does not qualify as a narned insured, under such other insurance. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit'. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self - insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. (3) (iv) © 2017 The Travelers Indemnity Company. All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: Page16of21 a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against wham claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 2. "Advertising injury': a. Means injury caused by one or more of the following offenses: (1) Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit' is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2) Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a) Appropriates a person's name, voice, photog raph or likeness; or (b) Unreasonably places a person in a false light; or Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the claim is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan„ b. Includes "bodily injury' caused by one or more of the offenses described in Paragraph a. above. 3. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. (3) However, "auto" equipment". 4. "Bodily injury' means: does not indude "mobile a. Physical harm, including sickness or disease, sustained by a person; or b. Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. 5. "Broadcasting" means transmitting any audio or visual material for any purpose: a. By radio or television; or CG T1 00 0219 COMMERCIAL GENERAL LIABILITY b. In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1) Radio or television programming being transmitted; (2) Other entertainment, educational, instructional, music or news programming being transmitted; or (3) Advertising transmitted with any of such programming. 6. "Coverage territory" means: a. The United States of America (including its territories and pczssessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or darnage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or darnage arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication; provided the insured's responsibility to pay damages is determined in a "suit" on the merits in the territory described in Paragraph a. above, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. (3) © 2017 The Travelers Indemnity Company. All rights reserved. Page 17 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 COMMERCIAL GENERAL LIABILITY "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. "Hostile fire" means a fire which beccmes uncontrollable or breaks out from where it was intended to be. "Impaired property' means tangible property, other than "your product" or "your work', that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; cr b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work' or your fulfilling the terms of the contract or agreement. 13. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality, e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury', "property damage" or "personal injury' to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury' or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, Page18of21 tracks, roadbeds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (3) or Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insureds rendering or failure to render professional services, induding those listed in Paragraph (2) above and supervisory, inspection, architectural or engineering activities. 14. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 15. "Loading or unloading" means the handling of property. a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 16. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, includ ing spraying, weld ing, build ing cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". 17. "Occurrence" means: a. An accident, including continuous or repeated exposure to substantially the same general harmful conditions; or CG T1 00 0219 COMMERCIAL GENERAL LIABILITY b. An act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 18. "Personal and advertising injury' means "personal injury" or "advertising injury'. 19. "Personal injury': a. Means injury, other than "advertising injury', caused by one or more of the following offenses: (1) False arrest, detention or imprisonment; (2) Malicious prosecution; (3) The wrongful evicticn from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrcngful eviction, wrcngful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4) Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; or Oral or written publication, induding publication by electronic means, of material that: (5) (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light. b. Includes "bodily injury' caused by one or more of the offenses described in Paragraph a. above. 20. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. © 2017 The Travelers Indemnity Company. All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: a. With respect to the first paragraph of the exceptions in Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of seven or fewer consecutive days, including the contents cf such premises; or b. With respect to the exception to Exclusions c. through n. in the last paragraph of Paragraph 2. of Section I — Coverage A — Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of more than seven consecutive days, or while temporarily occupied by you with permission of the owner, caused by. (1) Fire; (2) Explosion; (3) Lightning; (4) Smoke resulting from fire, explosion or lightning; or (5) Water. But "premises damage" under this Paragraph b. does not indude "property damage" to any premises caused by. (1) Rupture, bursting, or operation of pressure relief devices; (2) Rupture or bursting due to expansion or swelling of the contents of any building or structure caused by or resulting from water; or (3) Explosion of steam boilers, steam pipes, steam engines or steam turbines. 22. "Products -completed operations hazard": a. Includes all "bodily injury' and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical pcssession; or (2) Work that has not yet been completed or abandoned. However, "your work' will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your Page 20 of 21 contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not indude "bodily injury' or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of toils, uninstalled equipment or abandoned or unused materials; or Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products - completed operations are subject to the General Aggregate Limit. 23. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. (3) For the purposes of this insurance, "electrcnic data" is not tangible property. 24. "Slogan": a. Means a phrase that others use for the purpose of attracting attention in their advertising. b. Does not indude a phrase used as, or in, the name of: (1) Any person or organization, other than you; or (2) Any business, or any of the premises, goods, products, services or work, of any person or organization, other than you. © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy # P-630-5X487435 25. "Suit" means a civil proceeding in which damages because of "bodily injury', "property damage" or "personal and advertising injury' to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 26. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 27. "Title" means a name of a literary or artistic work. 28. "Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 29. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 30. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by. CG T1 00 0219 COMMERCIAL GENERAL LIABILITY (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehides), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 31. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. © 2017 The Travelers Indemnity Company. All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign EnvelopeID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 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 apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. 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. Non -Owned Watercraft— 75 Feet Long Or Less B. Who IsAn Insured —Unnamed Subsidiaries C. Who Is An Insured — Retired Partners, Members, Directors And Employees D. Who Is An Insured — Employees And Volunteer Workers — Bodily Injury To Co -Employees, Co - Volunteer Workers And Retired Partners, Members, Directors And Employees E. Who Is An Insured — Newly Acquired Or Formed Limited Liability Companies F. Blanket Additional Insured — Controlling Interest G. Blanket Additional Insured — Mortgagees, Assignees, Successors Or Receivers PROVISIONS A. NON -OWNED WATERCRAFT — 75 FEET LONG OR LESS 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) 75 feet long or less; and (b) Not being used to carry any person or propertyfor a charge; 2. The following replaces Paragraph 2.e. of SECTION II — WHO IS AN INSURED: e. Any person or organization that, with your express or implied consent, either CG D3 79 02 19 H. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Premises I. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Operations J. Incidental Medical Malpractice K. Medical Payments — Increased Limit L. Amendment Of Excess Insurance Condition — Professional Liability M. Blanket Waiver Of Subrogation — When Required By Written Contract Or Agreement N. Contractual Liability — Railroads uses or is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (2) Not being used to carry any person or propertyfor a charge; B. WHO IS AN INSURED — UNNAMED SUBSIDIARIES The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section!' — Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liabilitycompany; or c. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED — RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2. of SECTION II — WHO IS AN INSURED: Any person who is your retired partner, member, director or "employee" that is performing services for you under your direct supervision, but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no such retired partner, member, director or "employee" is an insured for: (1) "Bodily injury": (a) To you, to your current partners or members (if you are a partnership or joint venture), to your current members (if you are a limited liability company) or to your current directors; (b) To the spouse, child, parent, brother or sister of that current partner, member or director as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your retired partners, members, directors or "employees", other than a doctor. Any such retired partners, members, directors or "employees" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Personal injury": (a) To you, to your current or retired partners or members (if you are a partnership or joint venture), to your current or retired members (if you are a limited liability company), to your other current or retired directors or "employees" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that current or retired partner, member, director, "employee" or "volunteer worker" as a consequence of Paragraph (2)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (2)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (3) "Property damage" to property: (a) Owned, occupied or used by; or (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your retired partners, members or directors, your current or retired "employees" or "volunteer workers", any current partner or member (if you are a partnership or joint venture), or any current member (if you are a limited liability company) or current director. Page 2 of 6 © 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: 6981 EBDF-98C6-456B-B257-6B7904CC0511 D. WHO IS AN INSURED — EMPLOYEES AND VOLUNTEER WORKERS — BODILY INJURY TO CO -EMPLOYEES, CO VOLUNTEER WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" to a current or retired co - "employee" while in the course of the co - "employee's" employment by you or performing duties related to the conduct of your business, or to "bodily injury" to your other "volunteer workers" or retired partners, members or directors while performing duties related to the conduct of your business. E. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II — WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such CG D3 79 02 19 COMMERCIAL GENERAL LIABILITY organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. F. BLANKET ADDITIONAL INSURED CONTROLLING INTEREST 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that arises out of: a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II — WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. G. BLANKET ADDITIONAL INSURED — MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury", "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. H. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. I. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products -completed operations hazard". J. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, Page 4 of 6 © 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: 6981 EBDF-98C6-456B-B257-6B7904CC0511 occupational therapist or occupational therapy assistant, physical therapist or speech -language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, CG D3 79 02 19 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. AMENDMENT OF EXCESS INSURANCE CONDITION — PROFESSIONAL LIABILITY The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exdusion of Coverage A or Coverage B. M. BLANKET WAIVER OF SUBROGATION — WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 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 licenseagreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 © 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: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA EXCESS FOLLOW -FORM AND UMBRELLA LIABILITY INSURANCE THIS POLICY, IN PART, PROVIDES FOLLOW -FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON A CLAIMS -MADE BASIS WHEN FOLLOWING CLAIMS -MADE UNDERLYING INSURANCE. COVERAGE WILL APPLY ON A DEFENSE -WITHIN -LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II — WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI — DEFINITIONS. SECTION I — COVERAGES A. COVERAGE A — EXCESS FOLLOW -FORM LIABILITY 1. We will pay on behalf of the insured those sums, in excess of the "applicable underlying limit", that the insured becomes legally obligated to pay as damages to which Coverage A of this insurance applies, provided that the "underlying insurance" would apply to such damages but for the exhaustion of its applicable limits of insurance. If a sublimit is specified in any "underlying insurance", Coverage A of this insurance applies to damages that are in excess of that sublimit only if such sublimit is shown for that "underlying insurance" in the Schedule Of Underlying Insurance. 2. Coverage A of this insurance is subject to the same terms, conditions, agreements, exclusions and definitions as the "underlying insurance", except with respect to any provisions to the contrary contained in this insurance. 3. The amount we will pay for damages is limited as described in SECTION III — LIMITS OF INSURANCE. 4. For the purposes of Paragraph 1. above: a. The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance will be considered to be reduced or exhausted only by the following payments: (1) Payments of judgments or settlements for damages that are covered by that "underlying insurance". However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow -Form And Umbrella Liability Insurance, any such payments for damages that would not be covered by this Excess EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 22 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA Follow -Form And Umbrella Liability Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance"; (2) Payments of "medical expenses" that are covered by that "underlying insurance" and are incurred for "bodily injury" caused by an accident that takes place during the policy period of this Excess Follow -Form And Umbrella Liability Insurance; or Payments of defense expenses that are covered by that "underlying insurance", only if such "underlying insurance" includes such payments within the limits of insurance. However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow -Form And Umbrella Liability Insurance, any such payments for defense expenses that would not be covered by this Excess Follow -Form And Umbrella Liability Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance". (3) If the applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance is actually reduced or exhausted by other payments, Coverage A of this insurance is not invalidated. However, in the event of a loss, we will pay only to the extent that we would have paid had such limit not been actually reduced or exhausted by such other payments. b. If any "underlying insurance" has a limit of insurance greater than the amount shown for that insurance in the Schedule of Underlying Insurance, this insurance will apply in excess of that greater amount. If any "underlying insurance" has a limit of insurance, prior to any reduction or exhaustion by payment of damages, "medical expenses" or defense expenses described in Paragraph a. above, that is less than the amount shown for that insurance in the Schedule Of Underlying Insurance, this insurance will apply in excess of the amount shown for such insurance in the Schedule Of Underlying Insurance. 5. When the "underlying insurance" applies on a claims -made basis and includes a retroactive date provision, the retroactive date for Coverage A of this insurance is the same as the retroactive date of that "underlying insurance". B. COVERAGE B — UMBRELLA LIABILITY 1. We will pay on behalf of the insured those sums in excess of the "self -insured retention" that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage", "personal injury" or "advertising injury" to which Coverage B of this insurance applies. 2. Coverage B of this insurance applies to "bodily injury" or "property damage" only if: a. The "bodily injury" or "property damage" is caused by an "occurrence" that takes place anywhere in the world; b. The "bodily injury" or "property damage" occurs during the policy period; and c. Prior to the policy period, no insured listed under Paragraph 1. in Paragraph B., COVERAGE B — UMBRELLA LIABILITY, of SECTION II — WHO IS AN INSURED and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, in whole or in part, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. 3. Coverage B of this insurance applies to "personal injury" or "advertising injury" caused by an offense arising out of your business, but only if the offense was committed during the policy period anywhere in the world. 4. The amount we will pay for damages is limited as described in SECTION III — LIMITS OF INSURANCE. 5. "Bodily injury" or "property damage": a. Which occurs during the policy period; and b. Which was not prior to, but was during, the policy period known to have occurred by any insured listed under Paragraph 1. in Paragraph B., COVERAGE B — Page 2 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 0716 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA UMBRELLA LIABILITY of SECTION II — WHO IS AN INSURED, or any "employee" authorized by you to give notice of an "occurrence" or claim; includes any continuation, change or resumption of the "bodily injury" or "property damage" after the end of the policy period. 6. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. in Paragraph B., COVERAGE B — UMBRELLA LIABILITY, of SECTION II — WHO IS AN INSURED or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: a. Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; b. Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or c. Becomes aware by any other means that the "bodily injury" or "property damage" has occurred or has begun to occur. 7. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". 8. Coverage B of this insurance does not apply to damages covered by any "underlying insurance" or that would have been covered by any "underlying insurance" but for the exhaustion of its applicable limit of insurance. C. COVERAGE C — CRISIS MANAGEMENT SERVICE EXPENSES 1. We will reimburse the insured, or pay on the insured's behalf, "crisis management service expenses" to which Coverage C applies. 2. Coverage C of this insurance applies to "crisis management service expenses" that: a. Arise out of a "crisis management event" that first commences during the policy period; b. Are incurred by the insured, after a "crisis management event" first commences and before such event ends; and c. Are submitted to us within 180 days after the "crisis management advisor advises you that the "crisis management event" no longer exists. 3. A "crisis management event" will be deemed to: a. First commence at the time when any "executive officer" first becomes aware of an "event" or "occurrence" that leads to that "crisis management event"; and b. End when we decide that the crisis no longer exists or when the Crisis Management Service Expenses Limit has been exhausted, whichever occurs first. 4. The amount we will pay for "crisis management service expenses" is limited as described in SECTION III — LIMITS OF INSURANCE. 5. A "self -insured retention" does not apply to "crisis management service expenses". 6. Any payment of "crisis management service expenses" that we make will not be determinative of our obligations under this insurance with respect to any claim or "suit" or create any duty to defend or indemnify any insured for any claim or "suit". D. DEFENSE AND SUPPLEMENTARY PAYMENTS 1. We will have the right and duty to defend the insured: a. Under Coverage A, against a "suit" seeking damages to which such coverage applies, if: (1) The "applicable underlying limit" is the applicable limit of insurance stated for a policy of "underlying insurance" in the Schedule Of Underlying Insurance and such limit has been exhausted solely due to payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — EXCESS FOLLOW -FORM LIABILITY of SECTION I — COVERAGES; or (2) The "applicable underlying limit" is the applicable limit of any "other insurance" and such limit has been exhausted by payments of judgments, settlements or medical expenses, or related costs or expenses (if such costs or expenses reduce such limits). For any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the limits of insurance of this policy when such expenses are within the limits of insurance of the applicable "underlying insurance"; or b. Under Coverage B, against a "suit" seeking damages to which such coverage applies. EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 3 of 22 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA 2. We have no duty to defend any insured against any "suit": a. Seeking damages to which this insurance does not apply; or b. If any other insurer has a duty to defend. 3. When we have the duty to defend, we may, at our discretion, investigate and settle any claim or "suit". In all other cases, we may, at our discretion, participate in the investigation, defense and settlement of any claim or "suit" for damages to which this insurance may apply. If we exercise such right to participate, all expenses we incur in doing so will not reduce the applicable limits of insurance. 4. Our duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements, or defense expenses if such expenses are within the limits of insurance of this policy. 5. We will pay, with respect to a claim we investigate or settle, or "suit" against an insured we defend: a. All expenses we incur. b. The cost of: (1) Bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which this insurance applies; or (2) Appeal bonds and bonds to release attachments; but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. c. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. d. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. e. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. f. All interest that accrues on the full amount of any judgment after entry of the judgment and before we have paid, offered to pay or deposited in court the part of the judgment that is within the applicable limit of insurance. If we do not pay part of the judgment for any reason other than it is more than the applicable limit of insurance, we will not pay any interest that accrues on that portion of the judgment. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE A — EXCESS FOLLOW - FORM LIABILITY, these payments will not reduce the applicable limits of insurance, but only if the applicable "underlying insurance" provides for such payments in addition to its limits of insurance. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE B — UMBRELLA LIABILITY, these payments will not reduce the applicable limits of insurance. SECTION II - WHO IS AN INSURED A. COVERAGE A - EXCESS FOLLOW -FORM LIABILITY With respect to Coverage A, the following persons and organizations qualify as insureds: 1. The Named Insured shown in the Declarations; and 2. Any other person or organization qualifying as an insured in the "underlying insurance". If you have agreed to provide insurance for that person or organization in a written contract or agreement: a. The limits of insurance afforded to such person or organization will be: B. (1) The amount by which the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement exceed the total limits of insurance of all applicable "underlying insurance"; or (2) The limits of insurance of this policy; whichever is less; and b. Coverage under this policy does not apply to such person or organization if the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement are wholly within the total limits of insurance of all available applicable "underlying insurance". COVERAGE B — UMBRELLA LIABILITY With respect to Coverage B: 1. The Named Insured shown in the Declarations is an insured. 2. If you are: Page 4 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA a. An individual, your spouse is also an insured, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, your members, your partners and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, your members are also insureds, but only with respect to the conduct of your business. Your managers are also insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, your 'officers" and directors are also insureds, but only with respect to their duties as your "officers" or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, your trustees are also insureds, but only with respect to their duties as trustees. 3. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your 'officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers" other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Property damage" to property: (a) Owned, occupied or used by; or (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees" or "volunteer workers", any of your partners or members (if you are a partnership or joint venture), or any of your members (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That EU 00 01 07 16 ©2016 The Travelers Indemnity Company. All rights reserved. Page 5 of 22 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA representative will have all your rights and duties under this insurance. 4. Any organization, other than a partnership, joint venture or limited liability company, of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, on the first day of the policy period is an insured and will qualify as a Named Insured. No such organization is an insured or will qualify as a Named Insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an offense committed after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 5. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, is an insured and will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage for such organization does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal injury" or "advertising injury" arising out of an offense committed; before you acquired or formed the organization. No person or organization is an insured or will qualify as a Named Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Paragraph B. of SECTION II — WHO IS AN INSURED. C. COVERAGE C — CRISIS MANAGEMENT SERVICE EXPENSES With respect to Coverage C, the following persons and organizations are insureds and will qualify as Named Insureds: 1. The Named Insured shown in the Declarations. 2. Any organization, other than a partnership, joint venture or limited liability company, of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, on the first day of the policy period. No such organization is an insured or will qualify as a Named Insured for "crisis management service expenses" arising out of a "crisis management event" that first commences after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage for such organization does not apply to "crisis management service expenses" arising out of a "crisis management event" that occurred before you acquired or formed the organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis management event" after the date you acquired or formed the organization. No person or organization is an insured or will qualify as a Named Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE A. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay for the amounts described below to which this insurance applies regardless of the number of: 1. Insureds; 2. Claims made or "suits" brought; 3. Number of vehicles involved; 4. Persons or organizations making claims or bringing "suits"; or 5. Coverages provided under this insurance. As indicated in Paragraph D.1. of SECTION I — COVERAGES, for any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the Page 6 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA limits of insurance of this policy when such expenses are within the limits of insurance of the applicable "underlying insurance". B. The General Aggregate Limit is the most we will pay for the sum of all: 1. Damages; and 2. Defense expenses if such expenses are within the limits of insurance of this policy; except: 1. Damages and defense expenses because of "bodily injury" or "property damage" included in the "auto hazard"; 2. Damages and defense expenses because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; or 3. Damages and defense expenses for which insurance is provided under any Aircraft Liability coverage included as "underlying insurance" to which no aggregate limit applies. C. The Products -Completed Operations Aggregate Limit is the most we will pay for the sum of all: 1. Damages; and 2. Defense expenses if such expenses are within the limits of insurance of this policy; because of "bodily injury" or "property damage" included in the "products -completed operations hazard". D. Subject to Paragraph B. or C. above, whichever applies, the Occurrence Limit is the most we will pay for the sum of all: 1. Damages, and defense expenses if such expenses are within the limits of insurance of this policy, under Coverage A arising out of any one "event" to which the "underlying insurance" applies a limit of insurance that is separate from any aggregate limit of insurance; and 2. Damages under Coverage B because of all "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any one "occurrence". For the purposes of determining the applicable Occurrence Limit, all related acts or omissions committed in the providing or failing to provide first aid or "Good Samaritan services" to any one person will be considered one "occurrence". E. The Crisis Management Service Expenses Limit is the most we will pay for the sum of all "crisis management service expenses" arising out of all "crisis management events". Payment of such "crisis management service expenses" is in addition to, and will not reduce, any other limit of insurance of this policy. F. The limits of insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations. If the policy period is extended after issuance for an additional period of less than 12 months, the additional period will be deemed part of the last preceding period for purposes of determining the limits of insurance. SECTION IV — EXCLUSIONS This insurance does not apply to: A. With respect to Coverage A and Coverage B: 1. Asbestos a. Damages arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the damages are caused or contributed to by the hazardous properties of asbestos. b. Damages arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any damages described in Paragraph a. above. c. Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (2) Claim or "suit" by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. 2. Employment -Related Practices Damages because of injury to: a. A person arising out of any: (1) Refusal to employ that person; (2) Termination of that person's employment; or EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 7 of 22 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA (3) Employment -related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment, applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or b. The spouse, child, parent, brother or sister of that person as a consequence of injury to that person as described in Paragraphs a.(1), (2) or (3) above. This exclusion applies: a. Whether the insured may be liable as an employer or in any other capacity; and b. To any obligation to share damages with or repay someone else who must pay damages because of the injury. 3. ERISA, COBRA And Similar Laws Any obligation of the insured under: a. The Employees Retirement Income Security Act Of 1974 (ERISA) or any of its amendments; b. The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or any of its amendments; or c. Any similar common or statutory law of any jurisdiction. 4. Medical Expenses Or Payments Any obligation of the insured under any "medical expenses" or medical payments coverage. 5. Nuclear Material Damages arising out of: a. The actual, alleged or threatened exposure of any person or property to; or b. The "hazardous properties" of; any "nuclear material". As used in this exclusion: a. "Hazardous properties" includes radioactive, toxic or explosive properties; b. "Nuclear material" means "source material", "special nuclear material" or "by-product material"; and c. "Source material", "special nuclear material" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or any of its amendments. 6. Uninsured or Underinsured Motorists, No - Fault And Similar Laws Any liability imposed on the insured, or the insured's insurer, under any of the following laws: a. Uninsured motorists; b. Underinsured motorists; c. Auto no-fault or other first -party personal injury protection (PIP); d. Supplementary uninsured/underinsured motorists (New York); or e. Medical expense benefits and income loss benefits (Virginia). 7. War Damages arising out of: a. War, including undeclared or civil war; or b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 8. Workers Compensation And Similar Laws Any obligation of the insured under a workers compensation, disability benefits or unemployment compensation law or any similar law. B. With respect to Coverage B: 1. Expected Or Intended Bodily Injury Or Property Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 2. Contractual Liability "Bodily injury", "property damage", "personal injury" or "advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. Page 8 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 0716 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA 3. Liquor Liability "Bodily injury" or "property damage" for which any insured may be liable by reason of: a. Causing or contributing to the intoxication of any person, including causing or contributing to the intoxication of any person because alcoholic beverages were permitted to be brought on your premises for consumption on your premises; b. The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or c. Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. 4. Employers Liability "Bodily injury" to: a. An "employee" of the insured arising out of and in the course of: (1) Employment by the insured; or (2) Performing duties related to the conduct of the insured's business; or b. The spouse, child, parent, brother or sister of that "employee" as a consequence of "bodily injury" described in Paragraph a. above. This exclusion applies: a. Whether the insured may be liable as an employer or in any other capacity; and b. To any obligation to share damages with or repay someone else who must pay damages because of the "bodily injury". 5. Pollution a. "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants". b. Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or any other person or organization test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or "suit" by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". 6. Aircraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft that is owned or operated by or rented or loaned to any insured. 7. Auto "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any "auto". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any "auto". This exclusion does not apply to "bodily injury" or "property damage" caused by an "occurrence" that takes place outside of the United States of America (including its territories and possessions), Puerto Rico and Canada. 8. Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 9 of 22 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA maintenance, use or entrustment to others of any watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to a watercraft: a. While ashore on premises owned by or rented to any insured; or b. That is 50-feet long or less and that: (1) You own; or (2) You do not own and is not being used to carry any person or property for a charge. 9. Electronic Data Damages claimed for the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". 10. Damage To Property, Products Or Work "Property damage" to: a. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person or organization, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; b. Premises you sell, give away or abandon if the "property damage" arises out of any part of those premises; c. Property loaned to you; d. Personal property in the care, custody or control of the insured; e. That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations if the "property damage" arises out of those operations; f. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it; "Your product" arising out of "your product" or any part of it; or h. "Your work" arising out of "your work" or any part of it and included in the "products -completed operations hazard". g• 11. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property", or property that has not been physically injured, arising out of: a. A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or b. A delay or failure by you, or anyone acting on your behalf, to fulfill the terms of a contract or agreement. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. 12. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: a. "Your product"; b. "Your work"; or c. "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. 13. Violation Of Consumer Financial Protection Laws "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of a "consumer financial protection law", or any other "bodily injury", "property damage", "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such violation. 14. Unsolicited Communication "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". 15. Access Or Disclosure Of Confidential Or Personal Information "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. Page 10 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA 16. Knowing Violation Of Rights Of Another "Personal injury" or "advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal injury" or "advertising injury". 17. Material Published With Knowledge Of Falsity "Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. 18. Material Published Or Used Prior To Policy Period a. "Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or b. "Advertising injury" arising out of infringement of copyright, "title" or "slogan" in your "advertisement" whose first infringement in your "advertisement" was committed before the beginning of the policy period. 19. Criminal Acts "Personal injury" or "advertising injury" arising out of a criminal act committed by or at the direction of the insured. 20. Breach Of Contract "Personal injury" or "advertising injury" arising out of a breach of contract. 21. Quality Or Performance Of Goods — Failure To Conform To Statements "Advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". 22. Wrong Description Of Prices "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement. 23. Intellectual Property "Personal injury" or "advertising injury" arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation: a. Copyright; b. Patent; c. d. e. f. g• Trade dress; Trade name; Trademark; Trade secret; or Other intellectual property rights or laws. This exclusion does not apply to: a. "Advertising injury" arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or b. Any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". 24. Insureds In Media And Internet Type Business "Personal injury" or "advertising injury" arising out of an offense committed by an insured whose business is: a. Advertising, "broadcasting" or publishing; b. Designing or determining content of web - sites for others; or c. An Internet search, access, content or service provider. This exclusion does not apply to Paragraphs a.(1), (2) and (3) of the definition of "personal injury". For the purposes of this exclusion: a. Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or services will not be considered the business of publishing; and b. The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. 25. Electronic Chatrooms Or Bulletin Boards "Personal injury" or "advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or over which the insured exercises control. 26. Unauthorized Use Of Another's Name Or Product "Personal injury" or "advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 11 of 22 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA C. With respect to Coverage C: Newly Acquired, Controlled Or Formed Entities "Crisis management service expenses" arising out of a "crisis management event" that involves any organization you newly acquire or form and that occurred prior to the date you acquired or formed that organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis management event" after the date you acquired or formed such organization. SECTION V — CONDITIONS A. APPEALS 1. If the insured or the insured's "underlying insurer elects not to appeal a judgment which exceeds the "applicable underlying limit" or "self -insured retention", we may do so. 2. If we appeal such a judgment, we will pay all costs of the appeal. These payments will not reduce the applicable limits of insurance. In no event will our liability exceed the applicable limit of insurance. B. BANKRUPTCY 1. Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this insurance. 2. In the event of bankruptcy or insolvency of any "underlying insurer", this insurance will not replace such bankrupt or insolvent "underlying insurer's" policy, and this insurance will apply as if such "underlying insurer had not become bankrupt or insolvent. C. CANCELLATION 1. The first Named Insured shown in the Declarations may cancel this insurance by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this insurance by mailing or delivering to such first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b. 60 days before the effective date of cancellation if we cancel for any other reason. 3. We will mail or deliver our notice to such first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this insurance is cancelled, we will send such first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If such first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. D. CHANGES This policy contains all the agreements between you and us concerning the insurance afforded. No change can be made in the terms of this insurance except with our consent. The terms of this insurance can be amended or waived only by endorsement issued by us and made a part of this policy. E. CURRENCY Payments for damages or expenses described in Paragraph 5. of Paragraph D., DEFENSE AND SUPPLEMENTARY PAYMENTS, of SECTION — COVERAGES will be in the currency of the United States of America. At our sole option, we may make these payments in a different currency. Any necessary currency conversion for such payments will be calculated based on the rate of exchange published in the Wall Street Journal immediately preceeding the date the payment is processed. F. DUTIES REGARDING AN EVENT, OCCURRENCE, CLAIM OR SUIT 1. You must see to it that we are notified as soon as practicable of an "event" or "occurrence" which may result in a claim under this insurance. To the extent possible, notice should include: a. How, when and where the "event" or "occurrence" took place; b. The names and addresses of any persons or organizations sustaining injury, damage or loss, and the names and addresses of any witnesses; and c. The nature and location of any injury or damage arising out of the "event" or "occurrence". 2. If a claim is made or "suit" is brought against any insured which may result in a claim under this insurance, you must see to it that we receive written notice of the claim or "suit" as soon as practicable. Page 12 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA 3. With respect to Coverage A, the insured must: a. Cooperate with us in the investigation, settlement or defense of any claim or "suit"; b. Comply with the terms of the "underlying insurance"; and c. Pursue all rights of contribution or indemnity against any person or organization who may be liable to the insured because of the injury, damage or loss for which insurance is provided under this policy or any policy of "underlying insurance". 4. With respect to Coverage B, the insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; b. Authorize us to obtain necessary records and other information; c. Cooperate with us in the investigation, settlement or defense of any claim or "suit"; and d. Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which Coverage B may apply. 5. No insured will, except at that insured's own expense, voluntarily make a payment, assume any obligation, make any admission or incur any expense, other than for first aid for "bodily injury" covered by this insurance, without our consent. 6. Knowledge of an "event", "occurrence", claim or "suit" by your agent, servant or "employee" will not constitute knowledge by you, unless your insurance or risk manager, or anyone working in the capacity as your insurance or risk manager, or anyone you designate with the responsibility of reporting an "event", "occurrence", claim or "suit": a. Has received notice of such "event", "occurrence", claim or "suit" from such agent, servant or "employee"; or b. Otherwise has knowledge of such "event", "occurrence", claim or "suit". G. DUTIES REGARDING A CRISIS MANAGEMENT EVENT You must: 1. Notify us within 30 days of a "crisis management event" that may result in "crisis management service expenses". 2. Provide written notice of the "crisis management event" as soon as practicable. To the extent possible, notice should include: a. How, when and where that "crisis management event" took place; b. The names and addresses of any persons or organizations sustaining injury, damage or loss, and the named and addresses of any witnesses; c. The nature and location of any injury or damage arising out of that "crisis management event"; and d. The reason that "crisis management event" is likely to involve damages covered by this insurance in excess of the "applicable underlying limit" or "self - insured retention" and involve regional or national media coverage. H. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit your books and records as they relate to this insurance: 1. At any time during the policy period; 2. Up to three years after the end of the policy period; and 3. Within one year after final settlement of all claims under this insurance. I. EXTENDED REPORTING PERIOD OPTION 1. When the "underlying insurance" applies on a claims -made basis, any automatic or basic "extended reporting period" in such "underlying insurance" will apply to this insurance. 2. When the "underlying insurance" applies on a claims -made basis and you elect to purchase an optional or supplemental "extended reporting period" in such "underlying insurance," that "extended reporting period" will apply to this insurance only if: a. A written request to purchase an Extended Reporting Period endorsement for this insurance is made by you and received by us within 90 days after the end of the policy period; EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 13 of 22 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA b. You have paid all premiums due for this policy at the time you make such request; c. You promptly pay the additional premium we charge for the Extended Reporting Period endorsement for this insurance when due. We will determine that additional premium after we have received your request for the Extended Reporting Period endorsement for this insurance. That additional premium is not subject to any limitation stated in the "underlying insurance" on the amount or percentage of additional premium that may be charged for the "extended reporting period" in such "underlying insurance"; and d. That Extended Reporting Period endorsement is issued by us and made a part of this policy. 3. Any Extended Reporting Period endorsement for this insurance will not reinstate or increase the Limits of Insurance or extend the policy period. 4. Except with respect to any provisions to the contrary contained in Paragraphs 1., 2. or 3. above, all provisions of any option to purchase an "extended reporting period" granted to you in the "underlying insurance" apply to this insurance. J. INSPECTIONS AND SURVEYS 1. We have the right but are not obligated to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, standards. K. LEGAL ACTION AGAINST US 1. No person or organization has a right under this insurance: M. a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or L. codes or b. To sue us on this insurance unless all of its terms have been fully complied with. 2. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured. We will not be liable for damages that: a. Are not payable under the terms of this insurance; or b. Are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. MAINTENANCE OF UNDERLYING INSURANCE 1. The insurance afforded by each policy of "underlying insurance" will be maintained for the full policy period of this Excess Follow - Form And Umbrella Liability Insurance. This provision does not apply to the reduction or exhaustion of the aggregate limit or limits of such "underlying insurance" solely by payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — EXCESS FOLLOW -FORM LIABILITY of SECTION I — COVERAGES. As such policies expire, you will renew them at limits and with coverage at least equal to the expiring limits of insurance. If you fail to comply with the above requirements, Coverage A is not invalidated. However, in the event of a loss, we will pay only to the extent that we would have paid had you complied with the above requirements. 2. The first Named Insured shown in the Declarations must give us written notice of any change in the "underlying insurance" as respects: a. b. c. d. Coverage; Limits of insurance; Termination of any coverage; or Exhaustion of aggregate limits. 3. If you are unable to recover from any "underlying insurer" because you fail to comply with any term or condition of the "underlying insurance", Coverage A is not invalidated. However, we will pay for any loss only to the extent that we would have paid had you complied with that term or condition in that "underlying insurance". OTHER INSURANCE This insurance is excess over any valid and collectible "other insurance" whether such "other insurance" is stated to be primary, contributing, Page 14 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA excess, contingent or otherwise. This provision does not apply to a policy bought specifically to apply as excess of this insurance. However, if you specifically agree in a written contract or agreement that the insurance provided to any person or organization that qualifies as an insured under this insurance must apply on a primary basis, or a primary and non-contributory basis, then insurance provided under Coverage A is subject to the following provisions: 1. This insurance will apply before any 'other insurance" that is available to such additional insured which covers that person or organization as a named insured, and we will not share with that 'other insurance", provided that the injury or damage for which coverage is sought is caused by an "event" that takes place or is committed subsequent to the signing of that contract or agreement by you. 2. This insurance is still excess over any valid and collectible "other insurance", whether primary, excess, contingent or otherwise, which covers that person or organization as an additional insured or as any other insured that does not qualify as a named insured. N. PREMIUM 1. The first Named Insured shown in the Declarations is responsible for the payment of all premiums and will be the payee for any return premiums. 2. If the premium is a flat charge, it is not subject to adjustment except as provided in Paragraph 4. below. 3. If the premium is other than a flat charge, it is an advance premium only. The earned premium will be computed at the end of the policy period, or at the end of each year of the policy period if the policy period is two years or longer, at the rate shown in the Declarations, subject to the Minimum Premium. 4. Additional premium may become payable when coverage is provided for additional insureds under the provisions of SECTION II - WHO IS AN INSURED. O. PREMIUM AUDIT The premium for this policy is the amount stated in Item 5. of the Declarations. The premium is a flat charge unless it is specified in the Declarations as adjustable. P. PROHIBITED COVERAGE - UNLICENSED INSURANCE 1. With respect to loss sustained by any insured in a country or jurisdiction in which we are not licensed to provide this insurance, this insurance does not apply to the extent that insuring such loss would violate the laws or regulations of such country or jurisdiction. 2. We do not assume responsibility for: a. The payment of any fine, fee, penalty or other charge that may be imposed on any person or organization in any country or jurisdiction because we are not licensed to provide insurance in such country or jurisdiction; or b. The furnishing of certificates or other evidence of insurance in any country or jurisdiction in which we are not licensed to provide insurance. Q. PROHIBITED COVERAGE ECONOMIC SANCTIONS We will provide coverage for any loss, or otherwise will provide any benefit, only to the extent that providing such coverage or benefit does not expose us or any of our affiliated or parent companies to: 1. Any trade or economic sanction under any law or regulation of the United States of America; or R. S. — TRADE OR 2. Any other applicable trade or economic sanction, prohibition or restriction. REPRESENTATIONS By accepting this insurance, you agree: 1. The statements in the Declarations and any subsequent notice relating to "underlying insurance" are accurate and complete; 2. Those statements are based upon representations you made to us; and 3. We have issued this insurance in reliance upon your representations. SEPARATION OF INSUREDS Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured shown in the Declarations, this insurance applies: 1. As if each Named Insured were the only Named Insured; and 2. Separately to each insured against whom claim is made or "suit" is brought. EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 15 of 22 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA T. WAIVER OR TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 1. If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us and the insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us, and with respect to Coverage A, the "underlying insurer", enforce them. If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against that person or organization, but only for payments we make because of an "event" that takes place or is committed subsequent to the execution of that contract or agreement by such insured. 2. Reimbursement of any amount recovered will be made in the following order: a. First, to any person or organization (including us or the insured) who has paid any amount in excess of the applicable limit of insurance; b. Next, to us; and c. Then, to any person or organization (including the insured and with respect to Coverage A, the "underlying insurer") that is entitled to claim the remainder, if any. 3. Expenses incurred in the process of recovery will be divided among all persons or organizations receiving amounts recovered according to the ratio of their respective recoveries. U. TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS INSURANCE 1. Your rights and duties under this insurance may not be transferred without our written consent except in the case of death of an individual Named Insured. 2. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. V. UNINTENTIONAL OMISSION OR ERROR The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. W. WHEN LOSS IS PAYABLE If we are liable under this insurance, we will pay for injury, damage or loss after: 1. The insured's liability is established by: a. A court decision; or b. A written agreement between the claimant, the insured, any "underlying insurer" and us; and 2. The amount of the "applicable underlying limit" or "self -insured retention" is paid by or on behalf of the insured. SECTION VI — DEFINITIONS A. With respect to all coverages of this insurance: 1. "Applicable underlying limit" means the sum of: a. The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance subject to the provisions in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — EXCESS FOLLOW -FORM LIABILITY of SECTION I — COVERAGES; and b. The applicable limit of insurance of any "other insurance" that applies. The limits of insurance in any policy of "underlying insurance" will apply even if: a. The "underlying insurer" claims the insured failed to comply with any term or condition of the policy; or b. The "underlying insurer" becomes bankrupt or insolvent. 2. "Auto hazard" means all "bodily injury" and "property damage" to which liability insurance afforded under an auto policy of "underlying insurance" would apply but for the exhaustion of its applicable limits of insurance. 3. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 4. "Event" means an "occurrence", offense, accident, act, error, omission, wrongful act or loss. Page 16 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA 5. "Extended reporting period" means any period of time, starting with the end of the policy period of your claims -made insurance, during which claims or "suits" may be first made, brought or reported for that insurance. 6. "Medical expenses" means expenses to which any Medical Payments section of any policy of Commercial General Liability "underlying insurance" applies. 7. "Other insurance" means insurance, or the funding of losses, that is provided by, through or on behalf of: a. Another insurance company; b. Us or any of our affiliated insurance companies; c. Any risk retention group; d. Any self-insurance method or program, in which case the insured will be deemed to be the provider of such insurance; or e. Any similar risk transfer or risk management method. "Other insurance" does not include: a. Any "underlying insurance"; or b. Any policy of insurance specifically purchased to be excess of the limits of insurance of this policy shown in the Declarations. 8. "Products -completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all the work called for in your contract has been completed; (b) When all the work to be done at the job site has been completed if your contract calls for work at more than one job site; or (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or Products or operations for which the classification listed in a policy of Commercial General Liability "underlying insurance" states that products -completed operations are subject to the General Aggregate Limit. (3) 9. "Suit" means a civil proceeding which alleges damages. "Suit" includes: a. An arbitration proceeding in which damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding to which the insured submits with our consent. 10. "Underlying insurance": a. Means the policy or policies of insurance listed in the Schedule Of Underlying Insurance. b. Includes any renewal or replacement of such policies if such renewal or replacement is during the policy period of this Excess Follow -Form And Umbrella Liability Insurance. c. Does not include any part of the policy period of any of the policies described in Paragraphs a. or b. above that began before, or that continues after, the policy period of this Excess Follow -Form And Umbrella Liability Insurance. 11. "Underlying insurer" means any insurer which provides a policy of insurance listed in the Schedule Of Underlying Insurance. EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 17 of 22 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA B. With respect to Coverage B and, to the extent that the following terms are not defined in the "underlying insurance", to Coverage A: 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Advertising injury": a. Means injury, other than "personal injury, caused by one or more of the following offenses: (1) Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2) Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light; or Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the claim is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan". b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 3. "Auto" means: (3) a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 4. "Bodily injury" means: a. Physical harm, including sickness or disease, sustained by a person; or b. Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. 5. "Broadcasting" means transmitting any audio or visual material for any purpose: a. By radio or television; or b. In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1) Radio or television programming being transmitted; (2) Other entertainment, educational, instructional, music or news programming being transmitted; or (3) Advertising transmitted with any such programming. 6. "Consumer financial identity information" means any of the following information for a person that is used or collected for the purpose of serving as a factor in establishing such person's eligibility for personal credit, insurance or employment or for the purpose of conducting a business transaction: a. Part or all of the account number, the expiration date or the balance of any credit, debit, bank or other financial account; b. Information bearing on a person's credit worthiness, credit standing or credit capacity; c. Social security number; d. Driver's license number; or e. Birth date. 7. "Consumer financial protection law" means: a. The Fair Credit Reporting Act (FCRA) any of its amendments, including the and Accurate Credit Transactions (FACTA); and Fair Act Page 18 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA b. California's Song -Beverly Credit Card Act and any of its amendments; or c. Any other law or regulation that restricts or prohibits the collection, dissemination, transmission, distribution or use of "consumer financial identity information". 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 10. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your work" that is known defective, deficient, dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 11. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 12. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 13. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads. product" or "your or thought to be inadequate or b. Vehicles maintained for use solely on or next to premises you own or rent. c. Vehicles that travel on crawler treads. d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers. e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers. f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 19 of 22 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA 14. "Occurrence" means: a. With respect to "bodily injury" or "property damage": (1) An accident, including continuous or repeated exposure to substantially the same general harmful conditions, which results in "bodily injury" or "property damage". All "bodily injury" or "property damage" caused by such exposure to substantially the same general harmful conditions will be deemed to be caused by one "occurrence"; or (2) An act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person by any of your "employees" or "volunteer workers" other than an employed or volunteer doctor, unless you are in the business or occupation of providing professional health care services; b. With respect to "personal injury", an offense arising out of your business that results in "personal injury'. All "personal injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing "suits"; and c. With respect to "advertising injury", an offense committed in the course of advertising your goods, products and services that results in "advertising injury". All "advertising injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing "suits". 15. "Officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 16. "Personal injury": a. Means injury, other than "advertising injury", caused by one or more of the following offenses: (1) False arrest, detention imprisonment; (2) Malicious prosecution; (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4) Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; or Oral or written publication, including publication by electronic means, of material that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light. b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 17. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. (5) 18. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 19. "Self -insured retention" is the greater of: or a. The amount shown in the Declarations which the insured must first pay under Coverage B for damages because of all Page 20 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA "bodily injury', "property damage", "personal injury" or "advertising injury" arising out of any one "occurrence"; or b. The applicable limit of insurance of any "other insurance" that applies. 20. "Slogan": a. Means a phrase that others use for the purpose of attracting attention in their advertising. b. Does not include a phrase used as, or in, the name of: (1) Any person or organization other than you; or (2) Any business, or any of the premises, goods, products, services or work, of any person or organization other than you. 21. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 22. "Title" means the name of a literary or artistic work. 23. "Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 24. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed by you. 25. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 26. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. C. With respect to Coverage C: 1. "Crisis management advisor" means any public relations firm or crisis management firm approved by us that is hired by you to perform "crisis management services" in connection with a "crisis management event". 2. "Crisis management event" means an "event" or "occurrence" that your "executive officer" reasonably determines has resulted, or may result, in: a. Damages covered by this Coverage A or Coverage B that are in excess of the total applicable limits of the "underlying insurance" or "self -insured retention"; and b. Significant adverse regional or national media coverage. 3. "Crisis management service expenses" means amounts incurred by you, after a "crisis management event" first commences and before such event ends: a. For the reasonable and necessary: (1) Fees and expenses of a "crisis management advisor" in the performance for you of "crisis management services" solely for a "crisis management event"; and EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 21 of 22 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Policy Number: CUP-5X642114 UMBRELLA (2) Costs for printing, advertising, mailing of materials or travel by your directors, officers, employees or agents or a "crisis management advisor" solely for a "crisis management event"; and b. For the following expenses resulting from such "crisis management event", provided that such expenses have been approved by us: (1) Medical expenses; (2) Funeral expenses; (3) Psychological counseling; (4) Travel expenses; (5) Temporary living expenses; (6) Expenses to secure the scene of a "crisis management event"; or (7) Any other expenses pre -approved by us. 4. "Crisis management services" means those services performed by a "crisis management advisor" in advising you or minimizing potential harm to you from a "crisis management event" by maintaining or restoring public confidence in you. 5. "Executive officer" means your: a. b. c. d. e. Chief Executive Officer; Chief Operating Officer; Chief Financial Officer; President; General Counsel; f. General partner (if you are a partnership); or g. Sole proprietor (if you are a sole proprietorship); or any person acting in the same capacity as any individual listed above. Page 22 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 POLICY NUMBER: CUP-5X642114 ISSUE DATE: 01/01/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: WHEN WE DO NOT RENEW (Nonrenewal): MATERIAL LIMITATION OF COVERAGE: PERSON OR SEE CA T8 06 ORGANIZATION: ADDRESS: . PROVISIONS A. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. B. If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal to the person or organization shown Number of Days Notice: Number of Days Notice: Number of Days Notice: 30 30 30 in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. C. If we add a material limitation on the coverage provided by this policy, and a number of days is shown for Material Limitation Of Coverage in the Schedule above, we will mail notice of such limitation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Material Limitation Of Coverage in such Schedule before the effective date of such limitation. ILT3540519 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 COMMERCIAL AUTO POLICY ENDORSEMENT - CA T8 06 05 23 POLICY NUMBER: CUP-5X642114 * THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ** IL T3 54 IT IS AGREED THAT: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US IL T3 54 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: ALL COVERAGE PARTS INCLUDED IN THIS POLICY PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. EFFECTIVE DATE: 01/01/24 EXPIRATION DATE: DATE OF ISSUE: 01/01/24 Page 1 of 1 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 POLICY NUMBER: P-630-5X487435 ISSUE DATE: 01/01/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: WHEN WE DO NOT RENEW (Nonrenewal): MATERIAL LIMITATION OF COVERAGE: PERSON OR SEE CA T8 06 ORGANIZATION: ADDRESS: . PROVISIONS A. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. B. If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal to the person or organization shown Number of Days Notice: Number of Days Notice: Number of Days Notice: 30 30 30 in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. C. If we add a material limitation on the coverage provided by this policy, and a number of days is shown for Material Limitation Of Coverage in the Schedule above, we will mail notice of such limitation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Material Limitation Of Coverage in such Schedule before the effective date of such limitation. ILT3540519 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 COMMERCIAL AUTO POLICY ENDORSEMENT - CA T8 06 05 23 POLICY NUMBER: P-630-5X487435 * THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ** IL T3 54 IT IS AGREED THAT: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US IL T3 54 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: ALL COVERAGE PARTS INCLUDED IN THIS POLICY PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. EFFECTIVE DATE: 01/01/24 EXPIRATION DATE: DATE OF ISSUE: 01/01/24 Page 1 of 1 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 POLICY NUMBER: 810-5X558309 ISSUE DATE: 01/01/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: WHEN WE DO NOT RENEW (Nonrenewal): MATERIAL LIMITATION OF COVERAGE: PERSON OR SEE CA T8 06 ORGANIZATION: ADDRESS: . PROVISIONS A. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. B. If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal to the person or organization shown Number of Days Notice: Number of Days Notice: Number of Days Notice: 30 30 30 in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. C. If we add a material limitation on the coverage provided by this policy, and a number of days is shown for Material Limitation Of Coverage in the Schedule above, we will mail notice of such limitation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Material Limitation Of Coverage in such Schedule before the effective date of such limitation. ILT3540519 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 COMMERCIAL AUTO POLICY ENDORSEMENT - CA T8 06 05 23 POLICY NUMBER: 810-5X558309 * THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ** IL T3 54 IT IS AGREED THAT: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US IL T3 54 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: ALL COVERAGE PARTS INCLUDED IN THIS POLICY PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. EFFECTIVE DATE: 01/01/24 EXPIRATION DATE: DATE OF ISSUE: 01/01/24 Page 1 of 1 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 TRAVELERSJ WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 06 R3 (00) POLICY NUMBER : UB-5X489557-24-43-G : NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX - CONDITIONS: Notice Of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organiza- tion before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation. SCHEDULE Name and Address of Designated Persons or Organizations: Any Person Or Organization For Which The Insured Has Agreed by Written Contract Executed Prior to Loss To Furnish This Waiver Number of Days Notice 30 DATE OF ISSUE:1/1/24: - ST ASSIGN: © 2013 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 TRAVELERSJ WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00)- POLICY NUMBER: UB-5X489557 Effective Date : 1/1/24 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: Any Person Or Organization For Which The Insured Has Agreed by Written Contract Executed Prior to Loss To Furnish This Waiver DESIGNATED ORGANIZATION: DATE OF ISSUE: - - ST ASSIGN: Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 From: Quevedo Terry To: Caceres, Luis Gomez Jr., Francisco (Frankl; Aviles, Yesenia Subject: RE: RFQ 23-24-004 Invitation to Negotiations - Ardurra Group Date: Tuesday, July 23, 2024 8:36:19 AM Attachments: imacie013.onq imacie015.ong imacie016.ong image018.png image019.png imacie020.onq imacie021.ono imaae022.ong imago02i nng imaue024.onq imaoe025.onq Luis The COI is adequate Regards 0%��telf efk City of Miami Risk Management Department 9th Floor 444 SW 2" Avenue Miami, Florida 33130 (305) 416-1641 Office (305) 416-1710 Fax Tquevedo (rdmiamigov.com „Seror4g, E/ea4u4g, a e 7reueajorodag war From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Tuesday, July 23, 2024 8:12 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Subject: FW: RFQ 23-24-004 Invitation to Negotiations -Ardurra Group Good morning, Please review and approve. Best regards, Lu 14-Casere,- Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 '2 (305) 416-1923 a (305) 400-5335 ELcaseres@miamigov.com Visit us online "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Detail by FEI/EIN Number DIVISION OF CORPORATIONS DS `JSCA1 r f..7.). f i 4"7":• � � —.� at/ uijjlslul awe. Eiurida svekiie Department of State / Division of Corporations / Search Records / Search by FEI/EIN Number / Detail by FEI/EIN Number Florida Profit Corporation ARDURRA GROUP, INC. Filing Information Document Number 555540 FEI/EIN Number 59-1782900 Date Filed 12/19/1977 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 02/06/2019 Event Effective Date NONE Principal Address 8600 NW 17th Street Suite 200 Miami, FL 33126 Changed: 07/12/2023 Mailing Address 4921 MEMORIAL HWY, Ste 300 TAMPA, FL 33634-7520 Changed: 04/09/2021 Registered Agent Name & Address CT Corporation System 1200 South Pine Island Road Plantation, FL 33324 Name Changed: 01/31/2020 Address Changed: 01/31/2020 Officer/Director Detail Name & Address Title CFO, Treasurer, Secretary https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=FeiNumber&directionType=Initial&searchNameOrder=59178290... 1/4 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Cahill, Catherine 4921 MEMORIAL HWY TAMPA, FL 33634-7520 Title VP Penna, Lisa 4921 MEMORIAL HWY TAMPA, FL 33634-7520 Title Director, President, CEO Aguilar, ERNESTO 4921 MEMORIAL HWY TAMPA, FL 33634-7520 Title VP Stouten, Donald 4921 MEMORIAL HWY TAMPA, FL 33634-7520 Title Authorized Representative Vaith, Kartik 4921 MEMORIAL HWY TAMPA, FL 33634-7520 Title Assistant Vice President Smith, Alexandra 4921 MEMORIAL HWY TAMPA, FL 33634-7520 Title VP Kasner, Carmen 4921 MEMORIAL HWY, Ste 300 TAMPA, FL 33634-7520 Title Authorized Representative Kuzler, Christopher 4921 Memorial Highway Suite 300 Tampa, FL 33634 Title VP Smith, Kenneth Scott 4921 MEMORIAL HWY, Ste 300 TAMPA, FL 33634-7520 Detail by FEI/EIN Number https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=FeiNumber&directionType=1 nitial&searchNameOrder=59178290... 2/4 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Title VP Detail by FEI/EIN Number Fulghum, Jr., William C. 4921 MEMORIAL HWY, Ste 300 TAMPA, FL 33634-7520 Annual Reports Report Year Filed Date 2023 01 /11 /2023 2023 04/19/2023 2023 06/02/2023 Document Images 09/13/2023 --AMENDED ANNUAL REPORT 07/12/2023 --AMENDED ANNUAL REPORT 06/02/2023 --AMENDED ANNUAL REPORT 04/19/2023 --AMENDED ANNUAL REPORT 01/11/2023 --ANNUAL REPORT 01/27/2022 --ANNUAL REPORT 04/09/2021 --AMENDED ANNUAL REPORT 01/18/2021 --ANNUAL REPORT 01 /31 /2020 --ANNUAL REPORT 05/08/2019 --AMENDED ANNUAL REPORT 02/07/2019 --ANNUAL REPORT 02/06/2019 --Amendment 01/31/2019 --Amendment 12/18/2018 --Amendment and Name Change 03/21/2018 --AMENDED ANNUAL REPORT 01 /19/2018 --ANNUAL REPORT 04/28/2017 -- Merger 04/28/2017 --Amended and Restated 01/16/2017 --ANNUAL REPORT 10/19/2016 --AMENDED ANNUAL REPORT 06/16/2016 --AMENDED ANNUAL REPORT 04/29/2016 -- Merger 01 /27/2016 --ANNUAL REPORT 07/06/2015 --AMENDED ANNUAL REPORT 03/02/2015 --ANNUAL REPORT 01 /30/2014 --ANNUAL REPORT 02/07/2013 --ANNUAL REPORT 02/07/2012 --ANNUAL REPORT 01/07/2011 --ANNUAL REPORT 01 /29/2010 --ANNUAL REPORT 05/29/2009 --ANNUAL REPORT 01 /20/2009 --ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=FeiNumber&directionType=1 nitial&searchNameOrder=59178290... 3/4 Docusign Envelope ID: 6981 EBDF-98C6-456B-B257-6B7904CC0511 Detail by FEI/EIN Number 01 /23/2008 --ANNUAL REPORT 02/28/2007 --ANNUAL REPORT 01 /27/2006 --ANNUAL REPORT 01 /18/2005 --ANNUAL REPORT 02/11/2004 --ANNUAL REPORT 01 /31 /2003 --ANNUAL REPORT 04/03/2002 --ANNUAL REPORT 02/14/2002 --ANNUAL REPORT 02/03/2001 --ANNUAL REPORT 01 /22/2000 --ANNUAL REPORT 04/23/1999 --ANNUAL REPORT 02/18/1998 --ANNUAL REPORT 09/16/1997 --AMENDED AND RESTATED ARTICL 02/03/1997 --ANNUAL REPORT 02/27/1996 --ANNUAL REPORT 03/24/1995 --ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=FeiNumber&directionType=l nitial&searchNameOrder=59178290... 4/4 Olivera, Rosemary From: Caseres, Luis Sent: Tuesday, November 5, 2024 2:25 PM To: Hansen, Anthony; Ponassi Boutureira, Fernando; Perez, Annie; Badia, Hector; Darrington, Mario; Mora, Jorge; McGinnis, Lai -Wan Cc: Cambridge, Susan; Hannon, Todd; Olivera, Rosemary; Lima, Cristiane; Roberts, Frankeetha; Fossler, Thomas; Sagesse, Max; Sidan, Clara; Gomez, Humberto; Marquez, Giraldo; Dubuisson, Fabiola; Romero, Javier Subject: Document Distribution - RFQ 23-24-004 Civil Engineering Services for Citywide Flood Mitigation Improvements - Ardurra Group Inc. Attachments: RFQ_No_23-24-004_Civil_Eng_Services_Ardurra_Executed 11-04-2024.pdf Good afternoon All: Lai -Wan: Attached for your records is a scanned copy of the document described below, which was duly executed by all appropriate parties. Thank you. Frankeetha You may now close this Matter ID 24- 2154 Todd Please find attached the fully executed copy of agreement that is to be considered an original agreement for your records. Document Type: Professional Services Agreement First Party: City of Miami Second Party: Ardurra Group, Inc. Program/Purpose: Civil Engineering Services for Citywide Flood Mitigation Improvements Effective Date: 11 /05/2024 Best regards, i Lu,i - Cc e re - Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 (305) 416-1923 g (305) 400-5335 ®Lcaseres©miamigov.com 0 "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. 2