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R2018-203 2018-10-22 RESOLUTION NO. R2018-203 A Resolution of the City Council of the City of Pearland, Texas, authorizing a contract with PGAL, LLC, in the amount of $ 1,344,470.00, for engineering services associated with the Shadow Creek Library Project. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract for engineering services associated with the Shadow Creek Library Project, a copy of which is attached hereto as Exhibit"A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a contract for engineering services associated with the Shadow Creek Library Project. PASSED, APPROVED and ADOPTED this the 22nd day of October, A.D., 2018. C— ©TYi TOM REID MAYOR ATTEST: -i 0 1---) S. i G Ley , j ;,. " :�"'= E TARY = ` . a'''''iliiilooN• APPROVED AS TO FORM: (Z\a,u---i di(sl- DARRIN M. COKER CITY ATTORNEY Resolution No.R2018-203 Exhibit A Mbit"A" CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is entered into upon final execution by and between the City of Pearland ("CITY") and PGAL ("CONSULTANT"). The CITY engages the CONSULTANT to perform professional services for a project known and described as Shadow Creek Library("PROJECT"). (Project#FA1805) SECTION I-SERVICES OF THE CONSULTANT The CONSULTANT shall perform the following professional services to CITY standards and in accordance with the degree of care and skill that a professional in Texas would exercise under the same or similar circumstances: A. The CONSULTANT shall perform design services. See Exhibit A, attached, for a detailed SCOPE OF WORK and PROJECT schedule. The PROJECT schedule shall be submitted in digital and hard copy form in the Microsoft Project for Windows format. B. The CONSULTANT will work with the selected Construction Manager at Risk (CMAR) and provide the necessary information to enable the CMAR to prepare a detailed opinion of estimated cost of the PROJECT. C. The CONSULTANT acknowledges that the CITY (through its employee handbook)considers the following to be misconduct that is grounds for termination of a CITY employee: Any fraud, forgery, misappropriation of funds, receiving payment for services not performed or for hours not worked, mishandling or untruthful reporting of money transactions, destruction of assets, embezzlement, accepting materials of value from vendors, or consultants, and/or collecting reimbursement of expenses made for the benefit of the CITY. The CONSULTANT agrees that it will not, directly or indirectly; encourage a CITY employee to engage in such misconduct. D. The CONSULTANT shall submit all final construction documents in both hard copy and electronic format. Plans shall be AutoCAD compatible and all other documents shall be Microsoft Office compatible. The software version used shall be compatible to current CITY standards. Other support documents, for example, structural calculations, drainage reports and geotechnical reports, shall be submitted in hard copy only. All Record Drawings electronic files shall be submitted to the CITY in TIF format. E. The CONSULTANT recognizes that all drawings, special provisions, field survey notes,reports,estimates and any and all other documents or work product generated by the CONSULTANT under the CONTRACT shall be delivered to the CITY upon request, shall become subject to the Open Records Laws of this State. F. The CONSULTANT shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons, damages to property, or any errors Design 1 of 6 D2.Revised 2018 and omissions relating to the performance of any work by the CONSULTANT, its agents, employees or subcontractors under this Agreement, as follows: (1) Workers' Compensation as required by law. (2) Professional Liability Insurance in an amount not less than $1,000,000 in the aggregate. (3) Comprehensive General Liability and Property Damage Insurance with minimum limits of $1,000,000 for injury or death of any one person, $1,000,000 for each occurrence, and $1,000,000 for each occurrence of damage to or destruction of property. (4) Comprehensive Automobile and Truck Liability Insurance covering owned, hired, and non-owned vehicles, with minimum limits of $1,000,000 for injury or death of any one person, $1,000,000 for each occurrence, and $1,000,000 for property damage. The CONSULTANT shall include the CITY as an additional insured under the policies, with the exception of the Professional Liability Insurance and Workers' Compensation. Certificates of Insurance and endorsements shall be furnished to the CITY before work commences. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled, and/or reduced in coverage or in limits ("Change in Coverage") except with prior written consent of the CITY and only after the CITY has been provided with written notice of such Change in Coverage, such notice to be sent to the CITY either by hand delivery to the City Manager or by certified mail, return receipt requested, and received by the City no fewer than thirty (30) days prior to the effective date of such Change in Coverage. Prior to commencing services under this CONTRACT, CONSULTANT shall furnish CITY with Certificates of Insurance, or formal endorsements as required by this CONTRACT, issued by CONSULTANT'S insurer(s), as evidence that policies providing the required coverage,conditions,and limits required by this CONTRACT are in full force and effect. G. The CONSULTANT shall indemnify and hold the CITY, its officers, agents, and employees,harmless from any claim, loss, damage, suit, and liability of every kind for which CONSULTANT is legally liable, including all expenses of litigation, court costs, and attorney's fees, for injury to or death of any person, for damage to any property, or errors in design, any of which are caused by the negligent act or omission of the CONSULTANT,his officers,employees, agents, or subcontractors under this CONTRACT. H. All parties intend that the CONSULTANT, in performing services pursuant to this CONTRACT, shall act as an independent contractor and shall have control of its own work and the manner in which it is performed. The CONSULTANT is not to be considered an agent or employee of the CITY. Design 2 of 6 D2 Revised 2018 SECTION II -PERIOD OF SERVICE This CONTRACT will be binding upon execution and end March 30, 2022. SECTION III -CONSULTANT'S COMPENSATION A. The total compensation for the services performed shall not exceed the total noted in Section B. B. The CITY shall pay the CONSULTANT in installments based upon monthly progress reports and detailed invoices submitted by the CONSULTANT based upon the following: 1. Basic Services (Lump Sum) $936,500.00 2. Additional Services shall require independent and specific authorization and shall be billed as (Lump Sum): $142,300.00 3. Bid Phase Services (Hourly Not to Exceed) $25,670.00 4. Construction Phase Services (Hourly Not to Exceed) $216,000.00 5. Reimbursable Expenses (Not to Exceed) $24,000.00 6. Total: $1,344,470.00 C. The CITY shall make payments to the CONSULTANT within thirty(30)days after receipt and approval of a detailed invoice. Invoices shall be submitted on a monthly basis. SECTION IV-THE CITY'S RESPONSIBILITIES A. The CITY shall designate a project manager during the term of this CONTRACT. The project manager has the authority to administer this CONTRACT and shall monitor compliance with all terms and conditions stated herein. All requests for information from or a decision by the CITY on any aspect of the work shall be directed to the project manager. B. The CITY shall review submittals by the CONSULTANT and provide prompt response to questions and rendering of decisions pertaining thereto, to minimize delay in the progress of the CONSULTANT'S work. The CITY will keep the CONSULTANT advised concerning the progress of the CITY'S review of the work. The CONSULTANT agrees that the CITY'S inspection,review, acceptance or approval of CONSULTANT'S work shall not relieve CONSULTANT'S responsibility for errors or omissions of the CONSULTANT or its sub- consultant(s) or in any way affect the CONSULTANT'S status as an independent contractor of the CITY. Design 3 of 6 D2 Revised 2018 SECTION V-TERMINATION A. The CITY, at its sole discretion, may terminate this CONTRACT for any reason -- with or without cause--by delivering written notice to CONSULTANT personally or by certified mail at 14135 Midway Rd, Suite G-200, Addison, TX 75001. Immediately after receiving such written notice, the CONSULTANT shall discontinue providing the services under this CONTRACT. B. If this CONTRACT is terminated, CONSULTANT shall deliver to the CITY all drawings, special provisions, field survey notes, reports, estimates and any and all other documents or work product generated by the CONSULTANT under the CONTRACT, entirely or partially completed, together with all unused materials supplied by the CITY on or before the 15th day following termination of the CONTRACT. C. In the event of such termination, the CONSULTANT shall be paid for services performed prior to receipt of the written notice of termination. The CITY shall make final payment within sixty(60) days after the CONSULTANT has delivered to the CITY a detailed invoice for services rendered and the documents or work product generated by the CONSULTANT under the CONTRACT. D. If the remuneration scheduled under this contract is based upon a fixed fee or definitely ascertainable sum,the portion of such sum payable shall be proportionate to the percentage of services completed by the CONSULTANT based upon the scope of work. E. In the event this CONTRACT is terminated, the CITY shall have the option of completing the work, or entering into a CONTRACT with another party for the completion of the work. F. If the CITY terminates this CONTRACT for cause and/or if the CONSULTANT breaches any provision of this CONTRACT, then the CITY shall have all rights and remedies in law and/or equity against CONSULTANT. Venue for any action or dispute arising out of or relating to this CONTRACT shall be in Brazoria County, Texas. The laws of the State of Texas shall govern the terms of this CONTRACT. The prevailing party in the action shall be entitled to recover its actual damages with interest, attorney's fees, costs and expenses incurred in connection with the dispute and/or action. CONSULTANT and CITY desire an expeditious means to resolve any disputes that may arise between under this CONTRACT. To accomplish this,the parties agree to mediation as follows: If a dispute arises out of or relates to this CONTRACT, or the breach thereof, and if the dispute cannot be settled through negotiation, then the parties agree first to try in good faith, and before pursuing any legal remedies, to settle the dispute by mediation of a third party who will be selected by agreement of the parties. Design 4 of 6 D2 Revised 2018 SECTION VI—ENTIRE AGREEMENT This CONTRACT represents the entire agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or contracts, either written or oral. This CONTRACT may be amended only by written instrument signed by both parties. SECTION VII—COVENANT AGAINST CONTINGENT FEES The CONSULTANT affirms that he has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT to solicit or secure this CONTRACT, and that he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of the CONTRACT. For breach or violation of this clause, the CITY may terminate this CONTRACT without liability,and in its discretion,may deduct from the CONTRACT price or consideration, or otherwise recover, the full amount of such fee, commission,percentage brokerage fee, gift, or contingent fee that has been paid. SECTION VIII-SUCCESSORS AND ASSIGNS This CONTRACT shall not be assignable except upon the written consent of the parties hereto. Z CIOF P' ARLAND, TEXAS DATE ilefrNMIA Iw October 12, 2018 CONSULTANT DATE Design 5 of 6 D2 Revised 2018 House Bill 89 Verification I, Jeff Bulla (Person name), the undersigned representative (hereafter referred to as "Representative") of PGAL, Inc. (company or business name, hereafter referred to as "Business Entity"), being an adult over the age of eighteen (18)years of age, after being duly sworn by the undersigned notary, do hereby depose and affirm the following: 1. That Representative is authorized to execute this verification on behalf of Business Entity; 2. That Business Entity does not boycott Israel and will not boycott Israel during the term of any contract that will be entered into between Business Entity and the City of Pearland; and 3. That Representative understands that the term "boycott Israel" is defined by Texas Government Code Section 2270.001 to mean refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. SIGNATURE OF REPRESENTATIVE SUBSCRIB D AND SWORN TO BEFORE ME, the undersigned authority, on this /S day of Ober , 20 a. ..46' ' 1 '4ate-- Notary Public GINGER GAGE -1;7plolafy Public.State of Texas Comm.Expires 05-26-2059 v. '"+w;4 Notaf ID 12662731-5 bu�1H _ Design 6 of 6 D2 Revised 20I 8 ARCHITECTURE ENGINEERING INT ERIORS PLANNING PGAL October 3, 20 18 Letter of Proposal for Professional Architectural&Engineering Services for the CITY OF PEARLAND SHADOW CREEK LIBRARY This Letter of Proposal is for professional architectural services by PGAL(the"Architect")for the City of Pearland (the"City"and"Owner")for the new Shadow Creek Library—(the"Project"). 1.0 PROJECT SCOPE .I The Project scope includes program development,architectural and interior design, construction administration and FF&E consulting for a new 30,000 square foot,two- ALEXANDRIA level Brazoria County Library Systems library to be located on 3.2 acres at Shadow ATLANTA Creek Parkway,west of Kirby Drive. AUSTIN BOCA RATON 1.2 The proposed Project Budget is$13,700,000. PGAL currently estimates the Cost of CHICAGO Work at$400-425 psf for a 2020 mid-point of construction and$30 psf for FF&E. DALLAS HOBOKEN 1.3 The initial programming information is described in Meeting Minutes/Notes from a July HOUSTON 18, 20 18 meeting with the City of Pearland and Brazoria County Library Systems LAS VEGAS LOS ANGELES personnel. 1.4 The Project is expected to commence in October 20 18. 1.5 The project delivery method will most likely be a Construction Manager at Risk(CMAR); thus,this Proposal is based on that assumption and that the Owner-Architect Agreement will be specifically created for this delivery method. 2.0 ARCHITECTURAL SERVICES The Architect shall collaborate with the City as needed to provide architectural,structural, mechanical,electrical,plumbing,landscaping,and civil design services, including the following: 2.1 Discovery and Programming 2.1.1 Create a comprehensive Site Plan in accordance with the Unified Development Code(UDC),site utilities,facilities and drainage planning. 2.1.2 Create a Program of Spaces for building interior,including but not limited to: basic information such as sizes,space requirements,workflows,activities and special uses. 2.1.3 Facilitate meetings with City staff,Brazoria County Library staff,Alvin ISD (AISD)and Alvin Community College(ACC)as needed to develop basic components and traffic planning of building program,including County and City's standard building systems,equipment,materials and special uses. 2.1.4 Obtain a Geotechnical Report which recommends building foundations and paving design.Review,report and alert City of any issues found.Coordinate structural and civil engineer as related to the design. 2.1.5 Review Boundary and Topographical survey and alert City to any issues found. Coordinate with civil engineer for design. 3030 LBJ Freeway,Suite 1220 T 972 871 2225 PGAL.COM Dallas,TX 75234 c- 972 871 2228 2.I.6 Attend coordination meetings with City staff and any pertinent external agencies(County,State and Federal)as required to determine and gain approvals from all pertinent entities. Provide a schematic cost estimate and conceptual project schedule. 2.1.7 Prepare and submit three(4)sets of site plan program of spaces and adjacencies layout for review and approval by the City,Brazoria County,AISD and ACC. Upload documents to the City's ProTrak system. 2.2 Schematic Design 2.2.1 Facilitate meetings with City staff and Brazoria County Library staff to review building square footage,life safety codes,building requirements,required utilities,drainage,zoning and traffic needs to develop Schematic Design Documents. a. Provide and submit agenda at least two days prior to meeting. b. Provide and upload meeting minutes into ProTrak in a timely manner. 2.2.2 Obtain and review applicable City standards and guidelines(Design Criteria Manual,Unified Development Code)and SCRMA standards for design compliance. 2.2.3 Attend Pre-Development meeting with City staff,Brazoria County Library staff, Community Development Department,AISD and ACC to address points of clarification regarding the project. 2.24 Civil Engineer shall meet with TXDOT to discuss access regulations on FM 2234 (major thoroughfare). 2.2.5 Prepare and submit three(3)sets of Schematic Design Documents,Preliminary Specifications,Schematic cost estimate(provided by CMAR)and schedule to the City staff for review and approval. (30%plan review). Upload documents to the City's ProTrak system and to City's TrackIt system for Planning Dept.review. Components to include: a. site plans,landscaping,paving layouts,traffic circulation b. floor plans,building circulation c. exterior elevations,rendering and color palette d. critical building sections and details e. Relevant right of way information such as easements,building setbacks etc. f. Location of utilities and sizes 2.2.6 After receiving schematic design comments,meet with: a. Planning Department,Building officials and Fire Marshall to review project requirements. b. City Engineer and Brazoria Drainage District 4(BDD4)to review project drainage. c. Public Works to review utilities. d. Brazoria County Library Systems regarding County and overall project requirements 2.2.7 Respond to all City comments via City's ProTrak system. 2.2.8 Coordinate with private utilities and service providers. Page 2 of 10 2.3 Design Development- 2.3.1 Facilitate meetings with City staff to develop Design Development Documents. a. Provide and submit agenda at least two days prior to meeting. b. Provide and upload meeting minutes into ProTrak in a timely manner. 2.3.2 Prepare and submit three(3)sets of Design Development Documents including Detailed Specifications,Cost Estimate(provided by CMAR)and schedule to the City staff for review and approval.(60%plan review). Upload documents to City's ProTrak system.Components to include: a. site plans,paving layouts,traffic circulation,lighting,signage and utilities b. thoroughfare access plan in compliance with TXDOT requirements c. floor plans,Structural,Civil,Architectural,Storm Water Pollution Prevention Plan(SWPPP),MEP,Fire Protection and landscaping d. exterior elevations,rendering and color palette e. building sections and details f. interior elevations,casework and millwork elevations g. drainage Study and calculations h. report addressing all City's Design Criteria and Code requirements 2.3.3 Respond in writing to all City comments on plans. 2.3.4 Coordinate final utility plans and site access plans with TXDOT. 2.4 Construction Documents 2.4.1 Prepare complete Construction Documents and Specifications and submit three(3)sets to City staff for Code and general review and approval(90%plan review). Upload documents to City's ProTrak system. 2.4.2 Attend follow up meetings with Fire Marshall,BDD4,City Engineer,Planning and Chief Building Official(CBO). a. Obtain BDD4's approval and signature of plans. 2.4.3 Complete review of City provided Platting and recorded Plat documents. 2.4.4 Complete final coordination with private utilities and service providers. 2.4.5 Meet with stakeholders to review plans. 2.4.6 Prepare and submit three(3)complete sets of Construction Documents, including 90%written responses,Specifications and CMAR's Cost Estimate and schedule to: a. Projects Department for review and approval(I 00%plan review) b. Community Development for formal Plan Review for Permit. Permitting requires a digital submission through the City's TRAKiT system. c. Receive and document approval for issuance of permit. Permit will only be issued to contractors. 2.4.7 Submit plans to Texas Department of Licensing and Regulation(TDLR)or Registered Accessibility Specialist(RAS)for accessibility review. 2.4.8 Correct plans to reflect issues noted by Review for Permit. 2.4.9 Acquire signature of City Engineer and CBO. Page 3 of 10 2.5 Bidding 2.5.1 Assist City and CMAR to create the Notice to Bidders(NTB)for subcontractor work. City and CMAR are responsible for advertising. 2.5.2 CMAR shall reproduce and disseminate bid sets to Dodge,AGC,ABC,Amtek and(2)two sets to the City[PM (I),Purchasing(I) 2.5.3 Provide digital copies for the City to upload into its E-bid system 2.5.4 Provide assistance to CMAR as they chair the pre-bid meeting and attend the Bid Opening 2.5.5 Provide clarifications and assist the CMAR to prepare addenda in response to questions from bidders. 2.5.6 Assist City and CMAR with design of Bid Proposal,using bid strategies to attain lowest possible prices for work,use of alternatives,etc. 2.5.7 Assist the City in the review of the CMAR's Guaranteed Maximum Price(GMP) and provide recommendation for approval of GMP to City Council. The CMAR shall be responsible for the following tasks: a. Review for any mathematical discrepancies or irregularities b. Review for unbalance bid items c. Certified Bid Tabulation including estimate d. Review of subcontractor's financial standing and references provided e. Explanation of discrepancies between the estimate and bids 2.5.8 Attend City Council meeting and provide recommendation for award of GMP. 2.5.9 Assist City with issuance of notice to proceed to CMAR. 2.6 Construction Administration 2.6.1 Assist the CMAR to facilitate Pre-Construction meeting. Attend regular bi- weekly,or more frequently if needed,construction progress meetings. 2.6.2 Provide Construction Administration. a. Review,and approve submittals,shop drawings,Request for Information etc. using the City's ProTrak system. b. Review Construction Materials Testing reports. c. Review and approve applications for payment via the City's ProTrak system. d. Coordinate with CMAR and City's Project Manager on all Request for Change Proposals,Change Orders,etc. e. Provide direction for questions and concerns from the CMAR and City's Project Manager in resolution of problems. 2.6.3 Provide Field Services for entire construction period a. Architect's Construction Administrator to conduct a site visit no less than every two weeks,or more frequently if needed,including observation of structural concrete placement,underground piping installation and inspections,mechanical/electrical/plumbing cover-up,masonry installation, ceiling cover-ups,etc.,and coordination with City's Inspectors. b. Review CMAR's monthly site visit reports. Page 4 of 10 2.6.4 Conduct Substantial Completion Inspection,coordinate with City's Project Manager and CMAR to create punch list,substantiate that items noted are completed,and issue Substantial Completion Certificate. 2.6.5 Oversee the Construction Phase Commissioning activities as described elsewhere in this Proposal. 2.7 Project Closeout 2.7.1 Warranty Administration Services shall be provided by the CMAR during the entire Warranty Period. The Architect will be available as needed to answer questions or provide advice to the City. 2.7.2 Obtain and review close out submittals from the CMAR for completeness before transmitting to the City which include but are not limited to: a. Warranty information b. Material Safety Data Sheet(MSDS) c. Operation and Maintenance Manuals d. Start up and testing reports e. Building commissioner report f. As-Built Record Documents provided by the CMAR(in hard copy and digital format) 2.7.3 Issue Final Completion and Acceptance letter to the City recommending acceptance. 2.8 Building Information Modeling: The building will be designed utilizing using Autodesk Revit'Architecture Building Information Modeling(BIM)software to a 300 Level of Development. 2.8.I BIM shall be limited to overall building massing indicative of area,height, orientation and materials modeled in three dimensions or represented by other data and its use is restricted to the Architect and its Consultants for the purposes of internal coordination and conceptual presentation to the Owner. 2.8.2 No other party may rely on the accuracy of the 3D Model for purposes beyond conceptual representation. Unless otherwise agreed in writing,any use of, transmission of,or reliance on the Model is at the receiving Party's sole risk. 2.8.3 The Architect will provide the Revit model to the CMAR at the commencement of the Construction phase to facilitate coordination,construction submittals and submission of the As-Built Documentation. The CMAR will be responsible to utilize this model to take the Level of Development to the degree of complexity and detail established by the City for final submission to the City for facility maintenance and as-built documentation. 2.9 Geotechnical Engineering-The Architect will provide Geotechnical Engineering services in accordance with Exhibit A-Terracon Geotech Engineering Proposal 08-03- 18. 2.10 Natural Resources Assessment-The Architect will provide services for Clean Water Act Compliance-Waters of the U.S.Jurisdictional Assessment in accordance with Exhibit B-Terracon Natural Resources Assessment Proposal 08-03-18. Page 5 of 10 2.I I Civil Engineering—The Architect will provide Civil Engineering services in accordance with Exhibit C—Vogt Engineering Civil Proposal 08-03-18. A Traffic Impact Analysis (TIA)is not included but may be added if required. 2.12 Landscape Architectural Design—Landscape Architectural Design services will be provided by the Architects subconsultant,M2L Associates,Inc. 2.13 2015 IECC MPE Commissioning—The Architect's MEP Engineer shall provide all tasks and deliverables required to meet the requirements of the 20 15 International Energy Conservation Code,Section 408. 2.13.1 Design Phase: a. Develop a commissioning plan. 2.13.2 Construction Phase: a. Develop the final commissioning plan. b. Develop installation verification checklists and distribute to responsible parties(if applicable). c. Conduct commissioning kick-off meeting and subsequent commissioning meetings(as required). d. Perform maximum of two(2)site visits to review equipment installation. e. Conduct functional performance testing of commissioned systems. • Mechanical system sequence of operation: o Air distribution system(Air Handling Units and a sampling of terminal units). o HVAC controls system o Economizers • Electrical lighting controls: o Occupancy sensors o Time-switch controls o Daylight responsive controls • Plumbing o Domestic water heating controls o Water heating system controls 2.13.3 Documentation deliverables: a. Preliminary commissioning report. b. Final commission report. c. Systems manual. 2.13.4 Commissioning Exclusions: a. Only systems listed in the"Commissioning Services"section shall be commissioned. b. Envelope commissioning is not included. c. System manual will be complied using information from contractor. 2.I4 Test and Balance Services—The Architect will provide the services of an independent company to perform certified air and hydronic system testing,adjusting and balancing of the HVAC system.The work scope shall be performed in accordance with Associated Air Balance Council National Standards and project specifications developed by the MEP Page 6 of 10 consultant.The work scope is based on the anticipated HVAC systems that will be utilized during the design and construction of the project: • Variable Volume Air Handling Units-Self-contained Direct Expansion • Pre-treated Outside Air Handling Unit • Fan Powered or Variable Volume Terminal Units and Associated Air Devices • Constant Volume Exhaust Fans and Associated Air Devices • DX Split Computer Room Units • DDC—Building Automation System • Assist third party commissioning authority with verification of Test and Balance 3.o SCHEDULE The Architect proposes the following design schedule,exclusive of any Client review time: Discovery and Programming: 2 months Schematic Design: 4 months Design Development: 4 months Construction Documents: 8 months Total Design Duration: 18 months 4.o PROFESSIONAL FEES 4.1. Lump Sum Compensation-For the services described herein,the Client shall compensate the Architect as follows: Services Total Discovery&Programming $42,200 Architectural,Structural and MEP Design $768,050 Geotechnical Engineering Services $5,400 Natural Resources Assessment $5,750 Civil Engineering $74,520 Landscape Architecture $19,250 20 15 IECC MEP Commissioning $15,000 Test and Balance Services $32,000 Total Professional Fees $962,170 4.2. Construction Administration and Project Closeout Services—Construction Administration and Project Closeout basic services described in Section 2.0 shall be compensated on an hourly basis not to exceed$216,000. 5.o REIMBURSABLE EXPENSES 5.1. The Client shall reimburse the Architect and sub-consultants for actual expenditures made by the Architect in the interest of the Project.Compensation for Reimbursable Expenses shall be computed as a multiple of one and one tenth(I.10)times the actual expense incurred and shall not exceed $24,000 without prior approval. Reimbursable Expenses shall include: 5.1.1. Transportation between the Architect's and consultants'offices and other sites related to this Project; 5.1.2. Out-of-town travel and subsistence; 5.1.3. Reproductions,plots,reprographic services,standard form documents,postage, courier or express mail services required for the delivery of Instruments of Service; Page 7 of 10 5.1.4. Telecommunications expenses related to phone or video conferences or Project websites; 5.1.5. Fees paid for securing approval of authorities having jurisdiction over the Project. 5.1.6. Renderings,physical models,mock-ups,professional photography,and presentation materials requested by the Owner or required for the Project; 6.0 ADDITIONAL SERVICES 6.1 Compensation for Additional Services: Additional Services beyond those included herein may be provided as needed,but only if authorized in advance by the Client. Compensation for Additional Services shall be negotiated on a lump sum basis or provided on an hourly basis in accordance with the Consultant's current billing rate. 6.2 Pertinent Projects Tours: The Architect's project manager and project designer will tour with City staff recent,pertinent libraries that offer compelling similarities and opportunities to study design strategies that could inform the design of the Shadow Creek Library.Not only will this allow City staff and other participants to form a shared vision for the new facility,it will allow everyone to develop a common understanding about current"state of the art"projects,observe what works and what doesn't,and form a common background of experience that we all can draw from(and refer to) throughout. The Architect shall be compensated as follows for up to two days of services plus reimbursable expenses: Add: Hourly not-to-exceed$5,000 6.3 Site Clearing for Geotechnical Exploration: The geotechnical engineer has provided the following fee,if needed,for"partial site clearing in the wooded areas to provide access ways to the location of borings in the northern and western portions of the site. This cost does not include removal of cuttings,sawdust and other waste substances produced during partial clearing of the site." Add: Hourly not-to-exceed$2,300 6.4 Structured First Floor: The geotechnical engineer may recommend that the first floor be designed as a structured first floor system.Should that be the case,the Architect shall be compensated as follows to design and detail the slabs,grade beams and piers. Add: Hourly not-to-exceed$5,000 6.5 FF&E Design&Procurement Assistance—The Architect can provide any of the following services for the design and procurement of the furniture and shelving: 6.5.I Refine selected furniture layout. 6.5.2 Provide chair and fabric samples for owner selection. 6.5.3 Furniture showroom tours for office/workroom furniture. 6.5.4 Provide furniture and equipment specification and schedules for bidding and/or state contract purchasing. 6.5.5 Power/data/technology coordination 6.5.6 Provide drawings and specifications for custom end panels 6.5.7 Provide bid documents,answer questions and review bid and contract proposals 6.5.8 Review shop drawings and answer questions during CA. 6.5.9 Provide thematic design services for teen and/or children's areas. 6.5.I 0 Coordinate installation schedule of furniture with general contractor and vendors. Page 8 of 10 6.5.1 I Participate in(2)punch list for FFE. 6.5.12 Furniture specifications divided into appropriate bid/government contract schedules and coordinated with FFE specialist. 6.5.13 Deliverables: a. Furniture floor plans b. Specification binder c. Binder with fabric and finish selections d. Cost estimates by area and schedule e. Bid documents and/or proposals Add: Hourly not-to-exceed$72,000 6.6 Signage and Graphics—The Architect will provide design services to produce custom design,themed signage and graphics for the Project. Deliverables will include plans, schedules,elevations,illumination/electrical power requirements,detail drawings and specifications of interior and exterior signage and graphics. Add: Hourly not-to-exceed$16,000 6.7 Technology Consulting-The Architect will provide Technology Consulting services in accordance with Exhibit D—Carson Block Technology Proposal 08-06-18. Add: Hourly not-to-exceed$42,000 6.8 Additional Construction Phase Services: The Architect shall provide Construction Phase services exceeding the limits set forth below as Additional Services.When the limits below are reached,the Architect shall notify the Owner: 6.8.I Up to 2 reviews of each Shop Drawing,Product Data item,sample and similar submittals of the Contractor. 6.8.2 Up to forty-two(42)visits to the site by the Architect over the duration of the Project during construction,including attendance at twice monthly construction Progress Meetings,to review the progress and quality of work and to determine if work is proceeding in accordance with the Contract Documents. 6.8.3 Up to two(2)observations for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents. 6.8.4 Up to one(I)observations for any portion of the Work to determine final completion. 6.8.5 Up to sixty(60)days after the date of Substantial Completion of the Work or the originally scheduled date of Substantial Completion,whichever is earlier. 6.9 Scope Revisions: Following prior written authorization and approval of Client, Architect shall be compensated to make revisions in drawings,specifications or other documents when such revisions are: 6.9.1 necessitated by inconsistencies with approvals or instructions previously given by the Client,including revisions made necessary by adjustments in the Client's program or Project budget; 6.9.2 required by the enactment or revision of codes,laws or regulations subsequent to the preparation of such documents; 6.9.3 necessitated because of significant changes in the Project and authorized by written Change Orders including,but not limited to,size,quality,complexity, Page 9 of 10 the Client's schedule,or the method of bidding or negotiating and contracting for construction. 6.10 To the extent the Architect's services are affected,the Architect shall be compensated for Additional Services if the services covered by this Agreement have not been completed within thirty-six(36)months of the date of this Agreement,through no fault of the Architect. 7.0 EXCLUDED SERVICES It is agreed that the following services are not included herein at this time. If required,they may be added as an Additional Service: • Community Engagement Meetings • LEED Certification • Preparation of RFQ/RFP for CMAR selection or evaluation of CMAR's qualifications • Cost Estimating • Environmental Assessment not included herein • Materials Testing • Traffic Impact Analysis(TIA) • USACE Permitting • As-built drawings • Item specifically exempted in attached Consultant Proposals 8.0 MISCELLANEOUS PROVISIONS 8.1 Standard of Practice:The Architect will strive to perform services under this Agreement in a manner consistent with that level of care and skill ordinarily exercised by members of the appropriate profession currently practicing in the same locality under similar conditions.No other representation,expressed or implied,and no warranty or guarantee is included or intended in this Agreement,or in any report,opinion,document or otherwise. 8.2 Project Contingency: The Owner and the Architect agree that this is a one of a kind Project that constitutes a number of unique variables including but not limited to the site and setting,local environment,the context,program,budget,stakeholders involved,the set of consultants and team assembled,the CMAR,jurisdiction,timeframe, etc. Increased costs and changes may be required because of possible omissions, ambiguities or inconsistencies in the drawings and specifications prepared by the Architect;therefore,the final design and construction costs of the project may exceed the estimated or bid cost. The Owner agrees to set aside a reserve in the amount of 5% of the cost of the Project as a Contingency to be used,as required,to pay for any such increased costs and changes. The Owner further agrees to make no claim by way of direct or third-party action against the Architect or its consultants with respect to any increased costs within the Contingency because of such changes or because of claims made by the CMAR relating to such changes. 8.3 Statement of Jurisdiction: In accordance with requirements of the Texas Board of Architectural Examiners(TBAE),the Architect makes the following Statement of Jurisdiction:'The TBAE has jurisdiction over complaints regarding the professional practices of persons registered as architects in Texas'.The Board may be contacted as follows: I) By mail:Texas Board of Architectural Examiners,P.O.Box 12337 Austin,TX 787 I I-2337;2)In person:333 Guadalupe,Suite 2-350 Austin,TX 78701-3942;3)By telephone:5 I 2/305-9000;4)By fax:5 I 2/305-8900;or 5)Via website: www.tbae.state.tx.us. Page 10 of 10 SHADOW CREEK LIBRARY Man-Hour F«Budget October 3.2018 DHaavery&Programming Schematic Design Distil Development Conadaett.aD.asmaais lidiNagotlatioss Pss*Total architectural F Position and Phase _--�---- HoursCost Moue Cost Noun Cost --__ Hours Cost Flue -_ Cost Hours Cost '.. Principal 88 21,120 120 28,800 120 28,800 80 19,200 4 960 412 98,880 Sr.Project Manager _-_I6 3,280 32 6,560 32 6,560 64 13,120 4 820 148 30,340 Project Architect/Project Designer 72 13,320 520 96,200 360 66,600 360 66,600 32 5,920 1344 248,640 Sr.Interior Designer 0 0 48 8,880 48 8.880 60 11,100 4 740 160 29,600 1nt.m/BIM Speclalst 32 3,520 360 39,600 480 52,800 880 96,800 80 8,800 1832 201,520' Jr.Interior Designer 0 0 32 3320 120 13,200 124 13,640 2 220 278 30,580' Specifications Consultant 0 0 0 0 56 6,720 40 4,800 0 0 96 11,520 Construction Administrator 0 0 0 0 0 0 8 1,480 4 740 12 2,220 Administration/CLerical 12 960 8 640 8 640 8 640 4 320 40 3,200 SabTotal 220 42,200 ___2220 104,200 1.224 211,200 1,624 227,110 234 315,520 4,172 NOM Averse*Hourly Rate - 192 164 1 SO 140 138 152 Fee Percentage by Phase N/A.� 28.06% 28.06% 34.64% _ 2.82% 94% Arddteemral Foe by Phaco $42,200 $184,200 $114,200 $227,380 $11,520 $454,500 Structural Fs*byPhase $0 $10,500 $17,500 $24,600 $1,400 $58,000'.. ME►F««byPMw -�------t-----�_$0 117.250 �- fa000 $a 1.740 -�_-- $5,750 807.750 TOTAL ARCHITECTURAL„STRUCTURAL&MEP $42,200 $211,950 $224700 $305,730 $21,870 9 MARI ARCHITECTURE ENGINEERING INTERIORS PLANNING PGAI, October 3,20 18 Letter of Proposal for Professional Architectural& Engineering Services for the CITY OF PEARLAND SHADOW CREEK LIBRARY This Letter of Proposal is for professional architectural services by PGAL(the"Architect")for the City of Pearland(the"City"and"Owner")for the new Shadow Creek Library—(the"Project"). 1.0 PROJECT SCOPE I.I The Project scope includes program development,architectural and interior design, construction administration and FF&E consuLting for a new 30,000 square foot,two- ALEXANDRIA level Brazoria County Library Systems library to be located on 3.2 acres at Shadow ATLANTA Creek Parkway,west of Kirby Drive. AUSTIN BOCA RATON 1.2 The proposed Project Budget is$13,700,000. PGAL currently estimates the Cost of CHICAGO Work at$400-425 psf for a 2020 mid-point of construction and$30 psf for FF&E. DALLAS HOBOKEN 1.3 The initial programming information is described in Meeting Minutes/Notes from a July HOUSTON 18,20 18 meeting with the City of Pearland and Brazoria County Library Systems LAS VEGAS LOS ANGELES personnel. I.4 The Project is expected to commence in October 20 18. 1.5 The project delivery method will most likely be a Construction Manager at Risk(CMAR); thus,this Proposal is based on that assumption and that the Owner-Architect Agreement will be specifically created for this delivery method. 2.0 ARCHITECTURAL SERVICES The Architect shall collaborate with the City as needed to provide architectural,structural, mechanical,electrical,plumbing,landscaping,and civil design services,including the following: 2.1 Discovery and Programming 2.1.1 Create a comprehensive Site Plan in accordance with the Unified Development Code(UDC),site utilities,facilities and drainage planning. 2.1.2 Create a Program of Spaces for building interior,including but not limited to: basic information such as sizes,space requirements,workflows,activities and special uses. 2.1.3 Facilitate meetings with City staff,Brazoria County Library staff,Alvin ISD (AISD)and Alvin Community College(ACC)as needed to develop basic components and traffic pLanning of building program,including County and City's standard building systems,equipment,materials and special uses. 2.I.4 Obtain a Geotechnical Report which recommends building foundations and paving design.Review,report and alert City of any issues found.Coordinate structural and civil engineer as related to the design. 2.I.5 Review Boundary and Topographical survey and alert City to any issues found. Coordinate with civil engineer for design. 3030 LBJ Freeway,Suite 1220 T 972 871 2225 PGAL.COM Dallas,TX 75234 c 972 871 2228 2.1.6 Attend coordination meetings with City staff and any pertinent external agencies(County,State and Federal)as required to determine and gain approvals from all pertinent entities. Provide a schematic cost estimate and conceptual project schedule. 2.1.7 Prepare and submit three(4)sets of site plan program of spaces and adjacencies layout for review and approval by the City,Brazoria County,AISD and ACC. Upload documents to the City's ProTrak system. 2.2 Schematic Design 2.2.1 Facilitate meetings with City staff and Brazoria County Library staff to review building square footage,Life safety codes,building requirements,required utilities,drainage,zoning and traffic needs to develop Schematic Design Documents. a. Provide and submit agenda at least two days prior to meeting. b. Provide and upload meeting minutes into ProTrak in a timely manner. 2.2.2 Obtain and review applicable City standards and guidelines(Design Criteria Manual,Unified Development Code)and SCRMA standards for design compliance. 2.2.3 Attend Pre-Development meeting with City staff,Brazoria County Library staff, Community Development Department,AISD and ACC to address points of clarification regarding the project. 2.2.4 Civil Engineer shall meet with TXDOT to discuss access regulations on FM 2234 (major thoroughfare). 2.2.5 Prepare and submit three(3)sets of Schematic Design Documents,Preliminary Specifications,Schematic cost estimate(provided by CMAR)and schedule to the City staff for review and approval. (30%plan review). Upload documents to the City's ProTrak system and to City's TrackIt system for Planning Dept.review. Components to include: a. site plans,landscaping,paving layouts,traffic circulation b. floor plans,building circulation c. exterior elevations,rendering and color palette d. critical building sections and details e. Relevant right of way information such as easements,building setbacks etc. f. Location of utilities and sizes 2.2.6 After receiving schematic design comments,meet with: a. Planning Department,Building officials and Fire Marshall to review project requirements. b. City Engineer and Brazoria Drainage District 4(BDD4)to review project drainage. c. Public Works to review utilities. d. Brazoria County Library Systems regarding County and overall project requirements 2.2.7 Respond to all City comments via City's ProTrak system. 2.2.8 Coordinate with private utilities and service providers. Page 2 of 10 2.3 Design Development— 2.3.1 Facilitate meetings with City staff to develop Design Development Documents. a. Provide and submit agenda at least two days prior to meeting. b. Provide and upload meeting minutes into ProTrak in a timely manner. 2.3.2 Prepare and submit three(3)sets of Design Development Documents including Detailed Specifications,Cost Estimate(provided by CMAR)and schedule to the City staff for review and approval.(60%plan review). Upload documents to City's ProTrak system.Components to include: a. site plans,paving layouts,traffic circulation,lighting,signage and utilities b. thoroughfare access plan in compliance with TXDOT requirements c. floor plans,Structural,Civil,Architectural,Storm Water Pollution Prevention Plan(SWPPP),MEP,Fire Protection and landscaping d. exterior elevations,rendering and color palette e. building sections and details f. interior elevations,casework and millwork elevations g. drainage Study and calculations h. report addressing all City's Design Criteria and Code requirements 2.3.3 Respond in writing to all City comments on plans. 2.3.4 Coordinate final utility plans and site access plans with TXDOT. 2.4 Construction Documents 2.4.1 Prepare complete Construction Documents and Specifications and submit three(3)sets to City staff for Code and general review and approval(90%plan review). Upload documents to City's ProTrak system. 2.4.2 Attend follow up meetings with Fire Marshall,BDD4,City Engineer,Planning and Chief Building Official(CBO). a. Obtain BDD4's approval and signature of plans. 2.4.3 Complete review of City provided Platting and recorded Plat documents. 2.4.4 Complete final coordination with private utilities and service providers. 2.4.5 Meet with stakeholders to review plans. 2.4.6 Prepare and submit three(3)complete sets of Construction Documents, including 90%written responses,Specifications and CMAR's Cost Estimate and schedule to: a. Projects Department for review and approval(I 00%plan review) b. Community Development for formal Plan Review for Permit. Permitting requires a digital submission through the City's TRAKiT system. c. Receive and document approval for issuance of permit. Permit will only be issued to contractors. 2.4.7 Submit plans to Texas Department of Licensing and Regulation (TDLR)or Registered Accessibility Specialist(RAS)for accessibility review. 2.4.8 Correct plans to reflect issues noted by Review for Permit. 2.4.9 Acquire signature of City Engineer and CBO. Page 3 of 10 2.5 Bidding 2.5.1 Assist City and CMAR to create the Notice to Bidders(NTB)for subcontractor work. City and CMAR are responsible for advertising. 2.5.2 CMAR shall reproduce and disseminate bid sets to Dodge,AGC,ABC,Amtek and(2)two sets to the City[PM (I),Purchasing(I) 2.5.3 Provide digital copies for the City to upload into its E-bid system 2.5.4 Provide assistance to CMAR as they chair the pre-bid meeting and attend the Bid Opening 2.5.5 Provide clarifications and assist the CMAR to prepare addenda in response to questions from bidders. 2.5.6 Assist City and CMAR with design of Bid Proposal,using bid strategies to attain lowest possible prices for work,use of alternatives,etc. 2.5.7 Assist the City in the review of the CMAR's Guaranteed Maximum Price(GMP) and provide recommendation for approval of GMP to City Council. The CMAR shall be responsible for the following tasks: a. Review for any mathematical discrepancies or irregularities b. Review for unbalance bid items c. Certified Bid Tabulation including estimate d. Review of subcontractor's financial standing and references provided e. Explanation of discrepancies between the estimate and bids 2.5.8 Attend City Council meeting and provide recommendation for award of GMP. 2.5.9 Assist City with issuance of notice to proceed to CMAR. 2.6 Construction Administration 2.6.1 Assist the CMAR to facilitate Pre-Construction meeting. Attend regular bi- weekly,or more frequently if needed,construction progress meetings. 2.6.2 Provide Construction Administration. a. Review,and approve submittals,shop drawings,Request for Information etc. using the City's ProTrak system. b. Review Construction Materials Testing reports. c. Review and approve applications for payment via the City's ProTrak system. d. Coordinate with CMAR and City's Project Manager on all Request for Change Proposals,Change Orders,etc. e. Provide direction for questions and concerns from the CMAR and City's Project Manager in resolution of problems. 2.6.3 Provide Field Services for entire construction period a. Architect's Construction Administrator to conduct a site visit no less than every two weeks,or more frequently if needed,including observation of structural concrete placement,underground piping installation and inspections,mechanical/electrical/plumbing cover-up,masonry installation, ceiling cover-ups,etc.,and coordination with City's Inspectors. b. Review CMAR's monthly site visit reports. Page 4 of 10 2.6.4 Conduct Substantial Completion Inspection,coordinate with City's Project Manager and CMAR to create punch list,substantiate that items noted are completed,and issue Substantial Completion Certificate. 2.6.5 Oversee the Construction Phase Commissioning activities as described elsewhere in this Proposal. 2.7 Project Closeout 2.7.1 Warranty Administration Services shall be provided by the CMAR during the entire Warranty Period. The Architect will be available as needed to answer questions or provide advice to the City. 2.7.2 Obtain and review close out submittals from the CMAR for completeness before transmitting to the City which include but are not limited to: a. Warranty information b. Material Safety Data Sheet(MSDS) c. Operation and Maintenance Manuals d. Start up and testing reports e. Building commissioner report f. As-Built Record Documents provided by the CMAR(in hard copy and digital format) 2.7.3 Issue Final Completion and Acceptance letter to the City recommending acceptance. 2.8 Building Information Modeling: The building will be designed utilizing using Autodesk Revit°Architecture Building Information Modeling(BIM)software to a 300 Level of Development. 2.8.1 BIM shall be limited to overall building massing indicative of area,height, orientation and materials modeled in three dimensions or represented by other data and its use is restricted to the Architect and its Consultants for the purposes of internal coordination and conceptual presentation to the Owner. 2.8.2 No other party may rely on the accuracy of the 3D Model for purposes beyond conceptual representation. Unless otherwise agreed in writing,any use of, transmission of,or reliance on the Model is at the receiving Party's sole risk. 2.8.3 The Architect will provide the Revit model to the CMAR at the commencement of the Construction phase to facilitate coordination,construction submittals and submission of the As-Built Documentation. The CMAR will be responsible to utilize this model to take the Level of Development to the degree of complexity and detail established by the City for final submission to the City for facility maintenance and as-built documentation. 2.9 Geotechnical Engineering-The Architect will provide Geotechnical Engineering services in accordance with Exhibit A-Terracon Geotech Engineering Proposal 08-03- 18. 2.10 Natural Resources Assessment-The Architect will provide services for Clean Water Act Compliance-Waters of the U.S.Jurisdictional Assessment in accordance with Exhibit B-Terracon Natural Resources Assessment Proposal 08-03-18. Page 5 of 10 2.1 1 Civil Engineering-The Architect will provide Civil Engineering services in accordance with Exhibit C-Vogt Engineering Civil Proposal 08-03-18. A Traffic Impact Analysis (TIA)is not included but may be added if required. 2.12 Landscape Architectural Design-Landscape Architectural Design services will be provided by the Architects subconsultant,M2L Associates,Inc. 2.13 2015 IECC MPE Commissioning-The Architect's MEP Engineer shall provide all tasks and deliverables required to meet the requirements of the 2015 International Energy Conservation Code,Section 408. 2.13.1 Design Phase: a. Develop a commissioning plan. 2.13.2 Construction Phase: a. Develop the final commissioning plan. b. Develop installation verification checklists and distribute to responsible parties(if applicable). c. Conduct commissioning kick-off meeting and subsequent commissioning meetings(as required). d. Perform maximum of two(2)site visits to review equipment installation. e. Conduct functional performance testing of commissioned systems. • Mechanical system sequence of operation: o Air distribution system (Air Handling Units and a sampling of terminal units). o HVAC controls system o Economizers • Electrical lighting controls: o Occupancy sensors o Time-switch controls o Daylight responsive controls • Plumbing o Domestic water heating controls o Water heating system controls 2.13.3 Documentation deliverables: a. Preliminary commissioning report. b. Final commission report. c. Systems manual. 2.13.4 Commissioning Exclusions: a. Only systems listed in the"Commissioning Services"section shall be commissioned. b. Envelope commissioning is not included. c. System manual will be complied using information from contractor. 2.14 Test and Balance Services-The Architect will provide the services of an independent company to perform certified air and hydronic system testing,adjusting and balancing of the HVAC system.The work scope shall be performed in accordance with Associated Air Balance Council National Standards and project specifications developed by the MEP Page 6 of 10 consultant.The work scope is based on the anticipated HVAC systems that will be utilized during the design and construction of the project: • Variable Volume Air Handling Units-Self-contained Direct Expansion • Pre-treated Outside Air Handling Unit • Fan Powered or Variable Volume Terminal Units and Associated Air Devices • Constant Volume Exhaust Fans and Associated Air Devices • DX Split Computer Room Units • DDC—Building Automation System • Assist third party commissioning authority with verification of Test and Balance 3.o SCHEDULE The Architect proposes the following design schedule,exclusive of any Client review time: Discovery and Programming: 2 months Schematic Design: 4 months Design Development: 4 months Construction Documents: 8 months Total Design Duration: 18 months 4.o PROFESSIONAL FEES 4.1. Lump Sum Compensation-For the services described herein,the Client shall compensate the Architect as follows: Services Total Discovery&Programming $42,200 Architectural,Structural and MEP Design $768,050 Geotechnical Engineering Services $5,400 Natural Resources Assessment $5,750 Civil Engineering $74,520 Landscape Architecture $19,250 2015 IECC MEP Commissioning $15,000 Test and Balance Services $32,000 Total Professional Fees $962,170 4.2. Construction Administration and Project Closeout Services—Construction Administration and Project Closeout basic services described in Section 2.0 shall be compensated on an hourly basis not to exceed$216,000. 5.o REIMBURSABLE EXPENSES 5.1. The Client shall reimburse the Architect and sub-consultants for actual expenditures made by the Architect in the interest of the Project.Compensation for Reimbursable Expenses shall be computed as a multiple of one and one tenth (I.10)times the actual expense incurred and shall not exceed$24,000 without prior approval. Reimbursable Expenses shall include: 5.1.1. Transportation between the Architect's and consultants'offices and other sites related to this Project; 5.I.2. Out-of-town travel and subsistence; 5.1.3. Reproductions,plots,reprographic services,standard form documents,postage, courier or express mail services required for the delivery of Instruments of Service; Page7of 10 5.1.4. Telecommunications expenses related to phone or video conferences or Project websites; 5.1.5. Fees paid for securing approval of authorities having jurisdiction over the Project. 5.I.6. Renderings,physical models,mock-ups,professional photography,and presentation materials requested by the Owner or required for the Project; 6.0 ADDITIONAL SERVICES 6.1 Compensation for Additional Services: Additional Services beyond those included herein may be provided as needed,but only if authorized in advance by the Client. Compensation for Additional Services shall be negotiated on a lump sum basis or provided on an hourly basis in accordance with the Consultant's current billing rate. 6.2 Pertinent Projects Tours: The Architect's project manager and project designer will tour with City staff recent,pertinent libraries that offer compelling similarities and opportunities to study design strategies that could inform the design of the Shadow Creek Library.Not only will this allow City staff and other participants to form a shared vision for the new facility,it will allow everyone to develop a common understanding about current"state of the art"projects,observe what works and what doesn't,and form a common background of experience that we all can draw from (and refer to) throughout. The Architect shall be compensated as follows for up to two days of services plus reimbursable expenses: Add: Hourly not-to-exceed$5,000 6.3 Site Clearing for Geotechnical Exploration: The geotechnical engineer has provided the following fee,if needed,for"partial site clearing in the wooded areas to provide access ways to the location of borings in the northern and western portions of the site. This cost does not include removal of cuttings,sawdust and other waste substances produced during partial clearing of the site." Add: Hourly not-to-exceed$2,300 6.4 Structured First Floor: The geotechnical engineer may recommend that the first floor be designed as a structured first floor system.Should that be the case,the Architect shall be compensated as follows to design and detail the slabs,grade beams and piers. Add: Hourly not-to-exceed$5,000 6.5 FF&E Design&Procurement Assistance—The Architect can provide any of the following services for the design and procurement of the furniture and shelving: 6.5.1 Refine selected furniture layout. 6.5.2 Provide chair and fabric samples for owner selection. 6.5.3 Furniture showroom tours for office/workroom furniture. 6.5.4 Provide furniture and equipment specification and schedules for bidding and/or state contract purchasing. 6.5.5 Power/data/technology coordination 6.5.6 Provide drawings and specifications for custom end panels 6.5.7 Provide bid documents,answer questions and review bid and contract proposals 6.5.8 Review shop drawings and answer questions during CA. 6.5.9 Provide thematic design services for teen and/or children's areas. 6.5.10 Coordinate installation schedule of furniture with general contractor and vendors. Page 8 of 10 6.5.1 I Participate in(2)punch list for FFE. 6.5.12 Furniture specifications divided into appropriate bid/government contract schedules and coordinated with FFE specialist. 6.5.13 Deliverables: a. Furniture floor plans b. Specification binder c. Binder with fabric and finish selections d. Cost estimates by area and schedule e. Bid documents and/or proposals Add: Hourly not-to-exceed$72,000 6.6 Signage and Graphics—The Architect will provide design services to produce custom design,themed signage and graphics for the Project. Deliverables will include plans, schedules,elevations,illumination/electrical power requirements,detail drawings and specifications of interior and exterior signage and graphics. Add: Hourly.not-to-exceed$16,000 6.7 Technology Consulting-The Architect will provide Technology Consulting services in accordance with Exhibit D—Carson Block Technology Proposal 08-06-18. Add: Hourly not-to-exceed$42,000 6.8 Additional Construction Phase Services: The Architect shall provide Construction Phase services exceeding the limits set forth below as Additional Services.When the limits below are reached,the Architect shall notify the Owner: 6.8.I Up to 2 reviews of each Shop Drawing,Product Data item,sample and similar submittals of the Contractor. 6.8.2 Up to forty-two(42)visits to the site by the Architect over the duration of the Project during construction,including attendance at twice monthly construction Progress Meetings,to review the progress and quality of work and to determine if work is proceeding in accordance with the Contract Documents. 6.8.3 Up to two(2)observations for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents. 6.8.4 Up to one(I)observations for any portion of the Work to determine final completion. 6.8.5 Up to sixty(60)days after the date of Substantial Completion of the Work or the originally scheduled date of Substantial Completion,whichever is earlier. 6.9 Scope Revisions: Following prior written authorization and approval of Client, Architect shall be compensated to make revisions in drawings,specifications or other documents when such revisions are: 6.9.I necessitated by inconsistencies with approvals or instructions previously given by the Client,including revisions made necessary by adjustments in the Client's program or Project budget; 6.9.2 required by the enactment or revision of codes,Laws or regulations subsequent to the preparation of such documents; 6.9.3 necessitated because of significant changes in the Project and authorized by written Change Orders including,but not limited to,size,quality,complexity, Page 9 of 10 the Client's schedule,or the method of bidding or negotiating and contracting for construction. 6.10 To the extent the Architect's services are affected,the Architect shall be compensated for Additional Services if the services covered by this Agreement have not been completed within thirty-six(36)months of the date of this Agreement,through no fault of the Architect. 7.0 EXCLUDED SERVICES It is agreed that the following services are not included herein at this time. If required,they may be added as an Additional Service: • Community Engagement Meetings • LEED Certification • Preparation of RFQ/RFP for CMAR selection or evaluation of CMAR's qualifications • Cost Estimating • Environmental Assessment not included herein • Materials Testing • Traffic Impact Analysis(TIA) • USACE Permitting • As-built drawings • Item specifically exempted in attached Consultant Proposals 8.0 MISCELLANEOUS PROVISIONS 8.1 Standard of Practice:The Architect will strive to perform services under this Agreement in a manner consistent with that level of care and skill ordinarily exercised by members of the appropriate profession currently practicing in the same locality under similar conditions.No other representation,expressed or implied,and no warranty or guarantee is included or intended in this Agreement,or in any report,opinion,document or otherwise. 8.2 Project Contingency: The Owner and the Architect agree that this is a one of a kind Project that constitutes a number of unique variables including but not limited to the site and setting,local environment,the context,program,budget,stakeholders involved,the set of consultants and team assembled,the CMAR,jurisdiction,timeframe, etc. Increased costs and changes may be required because of possible omissions, ambiguities or inconsistencies in the drawings and specifications prepared by the Architect;therefore,the final design and construction costs of the project may exceed the estimated or bid cost. The Owner agrees to set aside a reserve in the amount of 5% of the cost of the Project as a Contingency to be used,as required,to pay for any such increased costs and changes. The Owner further agrees to make no claim by way of direct or third-party action against the Architect or its consultants with respect to any increased costs within the Contingency because of such changes or because of claims made by the CMAR relating to such changes. 8.3 Statement of Jurisdiction: In accordance with requirements of the Texas Board of Architectural Examiners(TBAE),the Architect makes the following Statement of Jurisdiction:"The TBAE has jurisdiction over complaints regarding the professional practices of persons registered as architects in Texas".The Board may be contacted as follows: I)By mail:Texas Board of Architectural Examiners,P.O.Box 12337 Austin,TX 787 I I-2337;2) In person:333 Guadalupe,Suite 2-350 Austin,TX 7870 I-3942;3)By telephone:5 I 2/305-9000;4)By fax:5 I 2/305-8900;or 5)Via website: www.tbae.state.tx.us. 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' — i ' 1 1:3,412 0 pl.44, 1 inch r-283 feet 0.1 4.- ei I:7 1, 0 A Th aradaii1411111 lba lx.melisrlifeeTbmworat att i t s t s art yaw may 1651 Vet petered or be nil etle!A.assi...r...,.na ,....•PlaPAN/C-.,1 Vr'',•6 Aco® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/10/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT USI Southwest NAME: Shelly Brandman 9811 Katy Freeway, Suite 500 (pm"c.N.Ext):713 490-4600 (A1C,No):713 490-4700 Houston TX 77024 ADDRESS: shelly.brandman@usi.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Continental Casualty Company 20443 INSURED PIERCGOO INSURER B:Continental Insurance Company 35289 Pierce Goodwin Alexander&Linville Inc PGAL, Inc.; PGAL, LLC INSURER C:American Casualty Company of Reading PA 20427 3131 Briarpark Drive, Suite 200 INSURER D:Berkley Insurance Company 32603 Houston TX 77042 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1715567032 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY1 A X COMMERCIAL GENERAL LIABILITY 6043241375 8/12/2018 8/12/2019 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 _ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X jE X LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY 6043241330 8/12/2018 8/12/2019 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) B X UMBRELLA LIAB X OCCUR 6043241361 8/12/2018 8/12/2019 EACH OCCURRENCE $14,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $14,000,000 DED X RETENTION$10000 $ C WORKERS COMPENSATION 643241344 8/12/2018 8/12/2019 X STATUTE EERH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Professional AEC902230604 8/12/2018 8/12/2019 Per Claim 5,000,000 Liability Ann Aggr 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached it more space is required) California Workers Compensation Transportation Insurance Company 643241358 Eff Date:08/12/2018 Exp Date:08/12/2019 Each Accident Limit:$1,000,000 Policy Limit:$1,000,000 Each Employee Limit:$1,000,000 The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to the Certificate Holder only when there is a written contract See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Pearland ACCORDANCE WITH THE POLICY PROVISIONS. 2559 Hillhouse Pearland TX 77584 AUTHORIZED REPRESENTATIVE United States ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: PIERCGOO /"...1 LOC#: AR ADDITIONAL ADDITIONAL REMARKS SCHEDULE Page 1 of AGENCY NAMED INSURED USI Southwest Pierce Goodwin Alexander&Linville Inc PGAL,Inc.;PGAL,LLC POLICY NUMBER 3131 Briarpark Drive,Suite 200 Houston TX 77042 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE that requires such status,and only with regard to work performed on behalf of the named insured. Coverage provided on the General Liability is primary and non-contributory if required by written contract executed prior to a loss. The General Liability,Automobile,Workers Compensation and Professional Liability policies provide a Blanket Waiver of Subrogation when required by written contract. The Umbrella Liability policy follows form to the underlying General Liability,Automobile and Workers Compensation policies. The General Liability,Automobile,Workers Compensation,Umbrella Liability and Professional Liability policies include an endorsement providing that 30 days notice of cancellation for reasons other than non payment of premium and 10 days notice of cancellation for non-payment of premium will be given to the Certificate Holder by the Insurance Carrier,if required by written contract. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured -Primary And Non-Contributory To Additional Insured's Insurance 3. Bodily Injury—Expanded Definition 4. Broad Knowledge of Occurrence/Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury—Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability—Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15. Personal And Advertising Injury—Discrimination or Humiliation 16. Personal And Advertising Injury-Contractual Liability 17. Property Damage-Elevators s 18. Supplementary Payments 19. Unintentional Failure To Disclose Hazards 20. Waiver of Subrogation—Blanket MINIM CNA74879XX(1-15) Policy No: 6043241375 Page 1 of 13 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 08/12/2018 Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. AIWA Oft CNA PARAMOUNT Vita I General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part;and (2) was executed prior to: (a) the bodily injury or property damage;or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement;or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured;or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74879XX(1-15) Policy No: 6043241375 Page 2 of 13 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 08/12/2018 Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA AN Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. G. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance,or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners,or decorations and similar exposures; or b. the construction, erection,or removal of elevators;or s c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or IN MIN b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74879XX(1-15) Policy No: 6043241375 Page 3 of 13 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 08/12/2018 Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. a saqk CNA PARAMOUNT I I General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at the such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d.orf.above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization,from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74879XX(1-15) Policy No: 6043241375 Page 4 of 13 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA Ah Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT General Liability Extension Endorsement 3. This Paragraph J.also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. for bodily injury, property damage, or personal and advertising injury arising out of the rendering or failure to render any professional service; 2. for bodily injury or property damage included within the products-completed operations hazard; nor 3. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part. 2. ADDITIONAL INSURED •PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement,the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. r. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury,sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74879XX(1-15) Policy No: 6043241375 Page 5 of 13 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 08/12/2018 Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. OVA i CNA PARAMOUNT f/.p4 General Liability Extension Endorsement The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence,offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part;or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory,excess, contingent or otherwise,which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture;or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES,AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. CNA74879XX(1-15) Policy No: 6043241375 Page 6 of 13 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 08/12/2018 Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA AM Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT General Liability Extension Endorsement 7. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: 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 property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A—Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: EMMEN Discrimination any actual or alleged discrimination, humiliation or harassment, including but not limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. CNA74879XX(1-15) Policy No: 6043241375 Page 7 of 13 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 08/12/2018 Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. OVACNA PARAMOUNT `ri./ General Liability Extension Endorsement Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act,error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact,circumstance, situation,transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: CNA74879XX(1-15) Policy No: 6043241375 Page 8 of 13 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 08/12/2018 Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT General Liability Extension Endorsement (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business;and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs(a), (b), (c)and (d)of Paragraph 2.a.(1)of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1)To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES/PARTNERSHIP/LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations, except that if the Named Insured N was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an Insured with respect to s its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date;and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY—DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to s Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the CNA74879XX(1-15) Policy No: 6043241375 Page 9 of 13 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 08/12/2018 Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. � i CNA PARAMOUNT iI General Liability Extension Endorsement owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit)and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is$200,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii),and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured,for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C - Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, Coverage C — Medical Payments, the Insuring Agreement is amended to replace Paragraph 1.a.(3)(b)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: CNA74879XX(1-15) Policy No: 6043241375 Page 10 of 13 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 08/12/2018 Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. l CNA CNA PARAMOUNT General Liability Extension Endorsement The exdusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured;and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS,the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: 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.This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured;or s (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room,dwelling or premises by or at the direction of any Insured. CNA74879XX(1-15) Policy No: 6043241375 Page 11 of 13 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 08/12/2018 Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. `•A NCNA PARAMOUNT General Liability Extension Endorsement Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1.ADDITIONAL INSUREDS of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY-CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed 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 the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract;and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2)of the Contractual Liability exclusion (as amended by this Endorsement), such payments will CNA74879XX(1-15) Policy No: 6043241375 Page 12 of 13 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 08/12/2018 Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT General Liability Extension Endorsement not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B—Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4)and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit;and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 20. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the Transfer Of Rights Of Recovery Against Others To Us Condition is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations;or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74879XX(1-15) Policy No: 6043241375 Page 13 of 13 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 08/12/2018 Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY–NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice(other than for nonpayment of premium): 30 Number of days notice for nonpayment of premium: Name of person or organization to whom notice will be sent: PER SCHEDULE ON FILE WITH COMPANY Address: CANCELLATION NOTIFICATION TO THE ABOVE ENTITIES WILL NOT APPLY TO CANCELLATION FOR NON PAYMENT OF PREMIUM. HOUSTON , TX 77042 If no entry appears above,the number of days notice for nonpayment of premium will be 10 days. ;, It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in i the above Schedule. 1 s All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect Ems - on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and - expires concurrently with said Policy. ii BEIM CNA74702XX(1-15) Policy No: 6043241375 Page 1 of 1 Endorsement No: 19 CONTINENTAL CASUALTY COMPANY Effective Date: 08/12/2018 Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA All Rights Reserved. POLICY NUMBER INSURED NAME AND ADDRESS C 6043241330 PIERCE GOODWIN ALEXANDER & LINVILLE INC 3131 BRIARPARK DR STE 200 HOUSTON, TX 77042-3793 POLICY CHANGES DESIGNATED INSURED-CA204B This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED BLANKET ANY PERSON OR ORGANIZATION THAT THE NAMED INSURED IS OBLIGATED TO PROVIDE INSURANCE WHERE REQUIRED BY A WRITTEN CONTRACT OR AGREEMENT IS AN INSURED, BUT ONLY WITH RESPECT TO LEGAL RESPONSIBILITY FOR ACTS OR OMISSIONS OF A PERSON OR ORGANIZATION FOR WHOM LIABILITY COVERAGE IS AFFORDED UNDER THIS POLICY. MEM SEE ENE so Cl c . nuy chairmen of the Board G-56015-B (ED. 11/91) POLICY NUMBER: COMMERCIAL AUTO CA 04 4410 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: PIERCE GOODWIN ALEXANDER & LINVILLE INC Endorsement Effective Date: 08/12/2018 SCHEDULE Name(s)Of Person(s)Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" $ or the "loss" under a contract with that person or organization. CA 04 4410 13 Copyright, Insurance Services Office, Inc.,2011 Page 1 of 1 CNA CNA72315XX (Ed. 02/13) NOTICE OF CANCELLATION OR MATERIAL CHANGE - DESIGNATED PERSON OR ORGANIZATION It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: In the event of cancellation or material change that reduces or restricts the insurance provided by this Coverage Form, we agree to send prior notice of cancellation or material change to the person or organization scheduled below at the address scheduled below. This endorsement does not amend our obligation to notify the Named Insured of cancellation as described in the Common Policy Conditions or in another endorsement attached to this policy. SCHEDULE 1. Number of days advance notice: 10 Days if we cancel for non-payment of premium. 30 Days if the policy is cancelled for any other reason,or if coverage is restricted or reduced by endorsement. 2. Person or Organization's Name and Address Name: PER SCHEDULE ON FILE WITH COMPANY Attention: Street Address: CANCELLATION NOTIFICATION TO THE ABOVE City,State,ZIP: ENTITIES WILL NOT APPLY TO CANCELLATION e-mail address: FOR NON PAYMENT OF PREMIUM. All other terms and conditions of the Policy remain unchanged. s . 0 0, 4- N M i 8 O N O CNA72315XX(02/13) Policy No: Page 1 of 1 Endorsement No: Effective Date: 08/12/2018 Insured Name: PIERCE GOODWIN ALEXANDER & LINVILLE INC Copyright CNA All Rights Reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed.6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A.of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization (x) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations:ALL TEXAS LOCATIONS AND OPERATIONS 3. Premium: The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described. 4. Advance Premium: SEE SCHD C7 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. l0� (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 08/12/2018 Policy No.WC 6 43241344 Endorsement No. Insured PIERCE GOODWIN ALEXANDER & LINVILLE INC Premium Insurance Company Countersigned by AMERICAN CAS. CO. OF READING PA ion WC420304B (Ed.06-14) Copyright 2014 National Council on Compensation Insurance,Inc.All Rights Reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed.4-84) 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 anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION ON WHOSE BEHALF YOU ARE REQUIRED TO OBTAIN THIS WAIVER OF OUR RIGHT TO RECOVER FROM UNDER A WRITTEN CONTRACT OR AGREEMENT. THIS ENDORSEMENT DOES NOT APPLY IN NJ. MEMO N This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 0 8/12/2 018 Policy No. wC 6 43241344 Endorsement No. — Insured _ PIERCE GOODWIN ALEXANDER & LINVILLE INC Premium$ s Insurance Company AMERICAN CAS. CO. OF READING PA Countersigned by WC 00 03 13 (Ed.4-84) Copyright 1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 06 01 (Ed.7-84) TEXAS NOTICE OF MATERIAL CHANGE ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. In the event of cancellation or other material change of the policy, we will mail advance notice to the person or organization named in the Schedule.The number of days advance notice is shown in the Schedule. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule 1. Number of days advance notice: 30 2. Notice will be mailed to: PER SCHEDULE ON FILE WITH COMPANY CANCELLATION NOTIFICATION TO THE ABOVE ENTITIES WILL NOT APPLY TO CANCELLATION FOR NON PAYMENT OF PREMIUM. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium$ Insurance Company Countersigned by WC 42 06 01 (Ed. 7-84) Policy No. AEC902230604 BERKLEY INSURANCE COMPANY 2. The each Claim limit shown in Item 3A of the Declarations is the most we will pay for the sum of all Damages and Claim Expenses arising out of any single Claim. Two or more Claims considered a single Claim shall collectively be subject to the each Claim limit of liability shown in Item 3A of the Declarations. 3. The each Claim limit is the most we will pay for the sum of all Damages and Claim Expenses arising out of any single Claim regardless of how many Insuring Agreements may apply to such Claim. 4. The Policy Year Aggregate limit shown in Item 3B of the Declarations is the most we will pay for the sum of all Damages and Claim Expenses for all Claims made and reported during each Policy Year. 5. The payment of Damages and Claim Expenses will reduce the each Claim limit. F. Deductible You must pay the Deductible for Claim Expenses and Damages covered by this Policy before we are obligated to make any payment under the each Claim limit. The Deductible must be paid from your own account,and payments by other parties or insurers on your behalf shall not satisfy the Deductible. We have the right to determine the reasonableness of Claim Expenses that qualify to satisfy the Deductible. The Deductible for each Claim is set forth in Item 4A of the Declarations. The Policy Year Aggregate Deductible shown in Item 4B of the Declarations is the most the Named Insured must pay as a Deductible for the sum of all Claims made and reported during each Policy Year. G. Deductible Credits 1. Mediation Credit: Your Deductible obligation may be reduced by 50%,subject to a maximum reduction of$15,000 if you agree with our decision to use Mediation and the Claim is fully and finally resolved by such Mediation. 2. Risk Management Credit Your Deductible obligation may be reduced by 50%,subject to a maximum reduction of $25,000 if prior to the report date of a Claim, there is a signed, written and enforceable agreement for the Professional Services involved in the Claim,and it includes a clause limiting your liability to$250,000 or less. 3. First Claim Deductible Credit: If the first Claim you ever report to us is made against you: a. Greater than 24 months after the Knowledge Date shown on the Policy Declarations, then your Deductible obligation for that Claim may be reduced by 25%, subject to a maximum reduction of$40,000;or b. Greater than 36 months after the Knowledge Date shown on the Policy Declarations, then your Deductible obligation for that Claim may be reduced by 50%, subject to a maximum reduction of$40,000. If more than one Deductible Credit applies, your Deductible obligation will be reduced by 50%, subject to a maximum reduction of$50,000. H. Notice of Cancellation and Nonrenewal This Policy may be canceled by the Named Insured identified in the Declarations, by surrender of the Policy to us or our authorized representative or by giving us written notice stating when,thereafter,such cancellation shall be effective. We will not cancel this Policy except for nonpayment of premium, fraud or material misrepresentation in procuring this insurance or in relation to any Claim, or changes in law affecting this Policy. If we cancel this Policy, we will mail or deliver to the first Named Insured,on behalf of all Insureds,written notice of cancellation. We will provide you at least ten(10)days-notice before the effective date of cancellation if we cancel for nonpayment of premium. If we cancel for any other reason,we will provide at least sixty(60)days-notice before the effective date of cancellation. If this Policy is canceled, we will send the first Named Insured any premium refund due. The refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund. We will give you written notice sixty (60) days prior to the expiration of this Policy if we do not intend to renew this insurance subject to any state requirements. The notice will include our reason for nonrenewal. Proof of mailing will be sufficient proof of notice. Other Insurance If there is other collectible insurance, including but not limited to other professional liability insurance or project specific insurance, that applies to a Claim covered by this Policy,the other insurance shall be primary and this Policy shall be excess over the other insurance, unless the other insurance is written specifically excess of this Policy. This Policy will then apply to the amount of the Claim that exceeds the available limits of liability and any deductibles or retention amounts of the other insurance,as well as the Deductible under this Policy. If such other insurance has a duty to defend a Claim or assumes the defense of a Claim,this Policy shall not be obligated to defend that Claim. J. Subrogation In the event of any payment under this Policy,we shall be subrogated to all of your rights of recovery against any person or organization. You must do everything reasonably necessary to secure such rights and must do nothing after a Claim is made to jeopardize them. We hereby waive our subrogation rights against a client of yours to the extent that you had,prior to a Claim or Circumstance,entered into a written agreement to waive such rights. Any recovery shall first be paid to us up to the extent of any Damages or Claim Expenses paid by us and the balance shall be paid to you. K. First Named Insured as Sole Agent The first Named Insured in Item 1 of the Declarations will be the sole agent and will act on behalf of all Insureds for the payment or return of premium, receipt and acceptance of any endorsements, notices or provisions of this Policy, giving or receiving notice of cancellation or nonrenewal, the payment of any Deductibles, and to exercise the rights provided in Section Q Extended Reporting Period Option. L. Alteration and Assignment BDP0417001 Page 8 of 9 Berkley Insurance Company Page 1 of 1 Notice of Cancellation to Certificate Holder(s) Endorsement In consideration of the premium paid for this Policy, it is understood and agreed that Section VII, Conditions, H. Notice of Cancellation, is amended by adding the following provision: In the event this Policy is to be cancelled by you or by us, we agree to give thirty (30) days prior notice to the certificate holder(s)with mailing addresses on file with the agent of record. This provision does not apply if cancellation is due to nonpayment of premiums to us or to a finance company authorized to cancel this Policy. Any notification rights provided by this endorsement apply only to active certificate holder(s)who were issued a certificate of insurance applicable to the Policy Period stated in Declarations, Item 2. Failure to provide such notice to the certificate holder(s)will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon us or our agents or representatives. Whenever printed in this Endorsement,the boldface type terms shall have the same meanings as indicated in the Policy Form.All other provisions of the Policy remain unchanged. Insured Policy Number Pierce Goodwin Alexander&Linville Inc. AEC-9016263-03 Effective Date of This Endorsement Authorized Representative 08/12/2018 BDP0713130(07-13) 26963-9010855-18344 Policy Form:BDP0713001 (07-13)