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R2021-070 2021-06-28RESOLUTION NO. R2021-70 A Resolution of the City Council of the City of Pearland, Texas, authorizing a design contract with Traffic Engineers, Inc., associated with the Shadow Creek Ranch Intersection Improvement Project, in the estimated amount of $580,963.00. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract for design services associated with the Shadow Creek Ranch Intersection Improvement 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 design services associated with the Shadow Creek Ranch Intersection Improvement Project. PASSED, APPROVED and ADOPTED this the 28th day of June, A.D., 2021. *(—` a EVIN COLE AYOR AT Y6TAL ROAN, TRMC, CMC CITY SECRETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is entered into upon final execution by and between the City of Pearland ("CITY") and Traffic Engineers, Inc. (TEI) ("CONSULTANT"). The CITY engages the CONSULTANT to perform professional services for a project known and described as Intersection Improvements in Shadow Creek Ranch ("PROJECT"). (Project #TR2103) 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 engineering 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 shall prepare and submit 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 7 D2. Revised 04/2019 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. The CONSULTANT shall agree to waive its Right to Subrogation. 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 7 D2 Revised 04/2019 SECTION II - PERIOD OF SERVICE This CONTRACT will be binding upon execution and end upon December 31, 2023 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) $522,323.00 2. Additional Services shall require independent and specific authorization and shall be billed as (Not to Exceed): $0.00 3. Bid Phase Services (Hourly Not to Exceed) $8,570.00 4. Construction Phase Services (Hourly Not to Exceed) $50,070.00 5. Reimbursable Expenses (Not to Exceed) $0.00 6. Total: $580,963.00 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. D. CONSULTANT shall invoice for work performed during the preceding thirty day period ("Billing Period"). The Billing Period shall run from the 26th day to the 25th day of each consecutive month. Invoices shall be submitted to CITY not more frequently than once every 30 days. CONSULTANT shall be responsible for timely submittal of all invoices and CONSULTANT shall not be entitled to payment for invoices in arrears. All invoices shall reflect most recent single Billing Period only and represent the true, correct and accurate account of work performed during the Billing Period. E. For an agreed contract amount identified as "Lump Sum", Not to Exceed" and "Reimbursable" the CONSULTANT shall not exceed the fixed contractual amount without written authorization in the form of a Contract Amendment. CONSULTANT shall provide 45 days prior notice to the CITY in the event contract fees may exceed the fixed contract amount. CONSULTANT shall be responsible for ensuring that such authorization is complete and executed by all parties performing any work or submitting any invoices for work that exceeds the fixed contract amount under any expense category. Design 3 of 7 D2 Revised 04/2019 F. Allowable Reimbursable Expenses CONSULTANT shall identify and include in the proposal any anticipated Reimbursable Expenses, and shall itemize Reimbursable Expenses by work category. Reimbursable Expenses shall be invoiced AT COST without subsequent markup by the CONSULTANT. All invoices containing a request for Reimbursable Expenses shall include copies of the original expense receipts itemized per the allowable category. Allowable Reimbursable Expenses include: • Hard copy reproductions, copies and/ or binding costs • Postage • Mileage, for travel from Consultant's local office (within a 25 mile radius) to meetings at the City or job -site. Mileage shall be charged at the current IRS rates. • Travel expenses, mileage from local office to State or federal regulatory agency office beyond 100 miles. • Lodging expenses, for destinations beyond 100 miles from the Consultant's local office AND when business hours exceed eight hours within one business day OR requires more than one eight hour day. F.2. Disallowed Expenses Disallowed Expenses include travel expenses for professional expertise traveling into the greater Houston area from Consultant offices outside of the greater Houston area. 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 4 of 7 D2 Revised 04/2019 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 801 Congress, Suite 325, Houston, TX 77002. 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 5 of 7 D2 Revised 04/2019 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. £,Ptrvtrp ZaJA ot- DATE June 10, 2021 CONSULTANT DATE Design 6 of 7 D2 Revised 04/2019 House Bill 89 Verification Bradley G. Eaves (Person name), the undersigned representative (hereafter referred to as "Representative") of Traffic Engineers, 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 REPRESENTATIVE SUBSUI- k3EU AND SWORN I 0 BEFORE ME, the undersigned authority, on this day of ,202f SHEENA MOORE • ' Notary Public, State of Texas Comm. Expires 06-14 'itigto Notary ID 129021324 �-` �'''' '-'1-'�1�otary Public Design 7 of 7 D2 Revised 04/2019 TRAFFIC ENGINEERS, INC. INNOVATIVE TRANSPORTATION SOLUTIONS 801 Congress, Suite 325 Voice (713) 270-8145 Houston, TX 77002 www.trafficengineers.com Texas Registration Number F-003158 May 21, 2021 Fatema Weekly Project Manager I Engineering & Capital Projects City of Pearland 2559 Hillhouse Pearland, TX 77584 P: 281.652.1755 I M: 832.840.4651 RE: Proposal for Intersection Improvements in Shadow Creek Ranch (TR2103) Dear Ms. Weekly: Traffic Engineers, Inc. (TEI) is pleased to provide this proposal for transportation engineering services to the City of Pearland to provide professional engineering services for intersection improvements in the Shadow Creek Ranch area in Pearland, Texas. Scope of Services This proposal includes services needed to complete the design, bid and construction phases for the project described herein in the Shadow Creek Ranch area in Pearland, Texas. The tasks identified in the scoping meeting with the City of Pearland to be included in the project include: • Traffic Study of existing signalized intersections along Shadow Creek Parkway from FM 521 to State Highway 288 • Access Management Study on Business Center Drive from FM 518 to Memorial Hermann Drive • Traffic Signal Design at Kingsley Drive at Regents Bay Drive • Traffic Signal Design at Kingsley Drive and Trinity Bay Drive • Traffic Signal Design at Kirby Drive and Discovery Bay Drive • Roundabout Design at Memorial Hermann Drive and Business Center Drive Basic Services Task 1: Preliminary Phase Services Subtask A: Attend Meetings with External Agencies TEI will attend meetings with the City of Pearland, Shadow Creek Ranch Management Association (SCRMA), TxDOT Houston District, other governmental agencies, and private utility companies as needed to identify any constraints and gather information necessary to complete the projects. THE TEAM YOU CAN DEPEND ON TE! TRAFFIC ENGINEERS, INC. Meetings or coordination with adjacent private property owners will be led by the City of Pearland with support from TEI. Subtask B: Gather and Review City's Existing Information As a part of the initial investigation of the project locations, TEI will prepare a request for as -built plans and information from the City of Pearland at each of the project sites. These will consist of as -built plans, proposed plans for projects known to the City, proposed public and private developments yet to begin final design, and any previous studies involving any of the project sites. Subtask C: Procure Additional Information TEI will prepare or procure from subconsultants and following items: 1. Weekday fourteen (14) hour turning movement counts (6:00 AM-8:OOPM) and weekend turning movement counts (8:00 AM — 8:00 PM) at each intersection within the scope of the project. These traffic counts will include people walking and people biking at each location. The traffic counts will be conducted at the following locations: a. Shadow Creek Parkway at FM 518 b. Shadow Creek Parkway at Trinity Bay Drive c. Shadow Creek Parkway at Kingsley Drive d. Shadow Creek Parkway at Reflection Bay Drive e. Shadow Creek Parkway at Kirby Drive f. Shadow Creek Parkway at Business Center Drive g. Shadow Creek Parkway at Market Place Boulevard h. Shadow Creek Parkway at SH 288 Southbound Frontage Road i. Shadow Creek Parkway at SH 288 Northbound Frontage Road j. Business Center Drive driveways between FM 518 and Memorial Hermann Drive (three driveways) k. Kingsley Drive at Regents Bay Drive I. Kingsley Drive and Trinity Bay Drive m. Kirby Drive and Discovery Bay Drive n. Memorial Hermann Drive and Business Center Drive 2. Topographic and parcel boundary survey including utility research 500 feet from the intersection along each approaching roadway at the following locations: a. Kingsley Drive at Regents Bay Drive b. Kingsley Drive and Trinity Bay Drive c. Kirby Drive and Discovery Bay Drive d. Memorial Hermann Drive and Business Center Drive Each survey will include documenting the existing right-of-way and easement locations within the survey limits. THE TEAM You CAN DEPEND ON PAGE 2 OF 7 TE! 3. Obtain geotechnical information for the following locations: a. Kingsley Drive at Regents Bay Drive b. Kingsley Drive and Trinity Bay Drive c. Kirby Drive and Discovery Bay Drive d. Memorial Hermann Drive and Business Center Drive TRAFFIC ENGINEERS, INC. 4. Record drawings and/or as -built drawings from the underground and overhead utility companies within the project limits for each location listed under Subtask C, Item 1. Task 2: Preliminary Engineering Report TEI will prepare a draft Preliminary Engineering Report (PER) containing the following items: A. Executive Summary including the design recommendations and a brief review the design alternatives considered. B. Traffic Signal Warrant Analysis results for the following locations: 1. Kingsley Drive at Regents Bay Drive 2. Kingsley Drive and Trinity Bay Drive 3. Kirby Drive and Discovery Bay Drive C. Prepare a traffic study for access management and intersection improvements along Business Center Drive from FM 518 (Broadway Street) to Memorial Hermann Drive. TEI will include the following items: 1. Review Weekday AM, Weekday PM and Weekend Peak turning movement counts 2. Prepare rough schematic for median intersection treatments in order to determine future traffic volumes for all three time periods 3. Determine preliminary redistributed traffic volumes at the existing intersections in Subtask D based on proposed median treatments 4. Iterate between Items 2 and 3 to determine optimal median and intersection treatments. A roundabout at Business Center Drive and Memorial Hermann Drive will be included in the recommendations. 5. Prepare intersection capacity analyses for existing and future (existing + 20 years) for each intersection and median location to ensure acceptable intersection capacity and turn lane storage lengths are provided for future conditions. 6. Prepare a schematic design for Business Center Drive between FM 518 (Broadway Drive) and Memorial Hermann Drive. 7. Submit as a deliverable a draft report for the Business Center Drive corridor improvements to be further detailed and cost estimated in the PER. 8. Based on the schematic design, determine if additional right-of-way will be required to construct the proposed improvements. Metes and Bounds parcel descriptions will be prepared where right-of-way is needed. THE TEAM YOU CAN DEPEND ON PAGE 3 OF 7 TEl TRAFFIC ENGINEERS, INC. D. Traffic Study and Capacity Analysis for the locations along Shadow Creek Parkway and Task 2, Item B. This item will include a capacity analysis of the future conditions recommended at each location. E. Alignment and Topographic Surveys in accordance with City standards F. Include Findings from Geotechnical Report with bore locations and pavement design recommendations G. 30% Construction Drawings including the following: 1. Drainage Study Report with developed flow calculations and preliminary drainage design (where needed) 2. Preliminary horizontal and vertical alignment including plan and profile drawings o Improvements to Shadow Creek Parkway corridor o Access Management and Roundabout Designs on Business Center Drive between FM 518 and Memorial Hermann Drive o Traffic signal schematic drawings including proposed pole locations, proposed curb ramp and sidewalk improvements, controller cabinet location, and proposed service connection locations including the Service Outlet Location Data Sheet (SOLS) for each new traffic signal location. H. Preliminary parcel maps showing the following items: o Existing easements and right-of-way o Proposed easements and right-of-way o Requirements with owner's information o Parcel owner's information o Existing improvements o Existing permanent improvements within 25 feet of right-of-way I. Identify utility conflicts (overhead and underground) and notification of conflicts to each utility company J. Prepare Preliminary Engineer's Estimate K. Attend monthly progress/update meetings and prepare meeting minutes L. Prepare a final report based on comments received form the City of Pearland and/or TxDOT Houston District. TEI will include a written response to each comment received from the City. TEI will make revisions as needed to the draft report and resubmit to the City for final approval. THE TEAM YOU CAN DEPEND ON PAGE 4 OF TEI TRAFFIC ENGINEERS, INC. Task 3: Final Design Phase Services TEI will prepare final design plans submittals at the 60%, 90% and 100% complete milestones. One package of design sheets for construction is proposed in the scope of services. Each of the submittals will include the following: A. Complete plan set with all plans, notes, and specifications needed to construct the improvements including: 1. Project Layout Sheets 2. Typical Sections — Existing & Proposed 3. General Notes 4. Quantity Summaries 5. Summary of Small Signs 6. Removal Layouts 7. Roadway Plan and Profile 8. Sidewalk Plan 9. Horizontal Alignment Data Sheets 10. Traffic Control Plan Narrative and Concept Drawings 11. Existing and Proposed Drainage Area Layouts & Data Sheets 12. Storm Sewer Data Sheets with Plan and Profile Layouts 13. Traffic Signal Layouts 14. Signing and Pavement Marking Layouts and Details 15. Illumination Layouts 16. SWPPP Layouts 17. Roadway Design Section Layouts 18. Construction Details B. Attendance at monthly progress/update meetings at the City of Pearland including a Technical Review Conference meeting between the 90% and 100% submittals where the following items will be discussed: • Review of the projects and solutions • Review of the plans and basis of design • Designed systems (roadway, storm, pedestrian facilities, roundabout, signals, illumination) • Review of constructability • Review of key specifications • Review of cost estimate • Review of bid items and bid proposal C. Two (2) sets of plans and a pdf file of the plans, specifications and estimates will be provided to the City for review at the 60 and 90% submittals. TEI will provide written responses/resolutions to the City requested revisions and comments THE TEAM YOU CAN DEPEND ON PAGE 5 OF 7 TEl TRAFFIC ENGINEERS, INC. D. Submit both 60% and 90% plans to utility and pipeline companies for coordination of conflicts and utility relocations. TEI will coordinate with City on formal notifications. E. Coordinate submittals for review and acquire approvals of all permits including (if needed), but not limited to: TxDOT, USACE and county drainage districts F. Coordinate with affected private developments and other public entities engineers for adjacent and adjoining projects G. Prepare bid sets for distribution via the City's e-bid system including plans, specifications, bid proposal including city standards, details and specifications. TEI will submit non -city standard or special specifications for review and approval. H. Prepare Engineer's estimate Task 4: Bid Phase Services TEI will provide the following Bid Phase Services: A. Provide Notice to Bidders (NTB) to the Project Manager in an electronic form appropriate for the City's e-bid system format. City is responsible for advertising B. Reproduce and disseminate bid sets to Dodge, AGC, ABC, Amtek and (2) two sets to the City [PM (1), Purchasing (1) and interested bidders] C. Distribute (including the sale of) plans to interested bidders keeping a record of plan holders list D. Chair pre -bid meeting and attend the Bid Opening E. Respond in writing to questions from bidders and prepare addenda, as necessary. F. Assist with design of Bid Proposal G. Prepare Engineer's Recommendation of Award Letter that includes: 1. Check for math errors and reconcile any mathematical discrepancies 2. Review for unbalance bid items 3. Certified Bid Tabulation including Engineer's estimate 4. Review of contractor's financial standing and references provided 5. Explanation of discrepancies between the Engineer's estimate and bids 6. Recommendation to Award H. Attend City Council meeting and recommendation for award of Contract for Construction I. Produce and transmit to selected contractor five (5) sets of project manuals ready for execution with City's Notice of Intent to Award (NOI) Task 5: Construction Phase Services TEI will provide the following Construction Phase Services: A. Attend pre -construction meeting to provide information & answer questions B. Attend monthly progress meetings with Construction THE TEAM YOU CAN DEPEND ON PAGE 6 OF 7 To TRAFFIC ENGINEERS, INC. C. Review/approve & comment on Contractor's submittals, RFIs, Contractor Proposals, Request for Change Orders (RCO) including coordination with Construction Manager on Proposals & Change Orders using the City of Pearland's Pro-Trak system. D. Provide interpretive guidance for Contractor, Construction Manager in resolution of problems E. Conduct Substantial Completion Inspection with CM or PM to: 1. review progress of work for Substantial Completion walk through 2. generate a punch list of items for correction 3. substantiate items that are completed 4. issue both Certificate of Substantial Completion (signed/sealed from Design Engineer) & Final Acceptance or 2nd walk through F. Issue Final Completion & Acceptance letter to City recommending acceptance and release of final payment G. Coordinate contractors, CM/CI to provide complete record of As-Builts Drawing H. Within thirty (30) days after receipt of As-Builts from the contractor to the CM, the project engineer shall provide to the City one (1) set of full-size (34x22) reproducible record drawings, an electronic file copy (PDF format) and an AutoCAD file (.dwg), or compatible .dxf file Additional Services Additional Services to be assigned by the City of Pearland. Additional Services to be compensated on a Time and Materials basis per the attached rate sheets for each consultant. If you should have any questions regarding this proposal, you may contact me at (281) 606-0269 or brade©trafficengineers.com. Sincerely, Mi &Ix 19 ft-o. rr-P. Bradley Eaves, PE, PTOE, PTP, RSP1 Senior Principal Attachments A1-A6 — Cost Proposal THE TEAM YOU CAN DEPEND ON PAGE 7 OF 7 May 21, 2021 ATTACHMENT Al COST SPREADSHEET SUMMARY OF MANHOURS BY CLASSIFICATION TEI -TRAFFIC ENGINEERS, INC. AND MAJOR TASK ANALYSIS CITY OF PEARLAND SHADOW CREEK RANCH INFRASTRUCTURE IMPROVEMENTS SENIOR PRINCIPAL SENIOR GIS/CADD TOTAL COST DESCRIPTION OF WORK TASK" PRINCIPAL PRINCIPAL ASSOCIATE ASSOCIATE ASSOCIATE TECHNICIAN ASSISTANT HOURS PER COST/HR COST/HR COST/HR COST/HR COST/HR COST/HR COST/HR PER TASK TASK Billing Rate $225.00 $175.00 $160.00 $135.00 $110.00 $110.00 $90.00 Task 1: Preliminary Phase Services Subtask A -Attend Meetings with External Agencies 1. Attend meetings with City of Pearland 8.0 8.0 16.0 $2,880.00 2. Attend meetings with SCRMA, TxDOT Houston, Others 8.0 12.0 20.0 $3,420.00 Subtask B - Gather and Review City's Existing Information 1. Obtain and Review As -Built Roadway Plans 4.0 6.0 10.0 $1,510.00 2. Review previous studies and plans for study intersections 4.0 6.0 10.0 $1,510.00 Subtask C - Procure Additional Information 1. Obtain Roadway User Information (Traffic Counts, CJ Hensch) see proposal from CJ Hensch for traffic counts $23,100.00 2. Obtain Topographic and Parcel Boundary Survey (Kuo & Associates) see proposal from Kuo and Associates (Items 1 & 2) $73,838.00 3. Obtain Geotechnical Information (Terracon) see proposal from Terracon $11,400.00 4. Obtain Roadway, Overhead and Underground Utility As-Builts 12.0 $1,620.00 Task 1: Preliminary Phase Services Subtota 16.0 8.0 0.0 32.0 0.0 0.0 0.0 56.0 $119,278.00 PERCENT OF TOTAL HOURS 28.57% 14.29% 0.00% 57.14% 0.00% 0.00% 0.00% 100.00% DIRECT COSTS COST TOTAL LABOR COST $119,278.00 DIRECT EXPENSES $0.00 DIRECT EXPENSES TOTAL $0.00 I REQUESTED CONTRACT AMOUNT $119,278.00 May 21, 2021 ATTACHMENT A2 COST SPREADSHEET SUMMARY OF MANHOURS BY CLASSIFICATION TEI -TRAFFIC ENGINEERS, INC. AND MAJOR TASK ANALYSIS CITY OF PEARLAND SHADOW CREEK RANCH INFRASTRUCTURE IMPROVEMENTS DESCRIPTION OF WORK TASK" SENIOR PRINCIPAL PRINCIPAL PRINCIPAL ASSOCIATE SENIOR ASSOCIATE ASSOCIATE GIS/CADD TECHNICIAN ASSISTANT TOTAL COST HOURS PER COST/HR COST/HR COST/HR COST/HR COST/HR COST/FIR COST/HR PER TASK TASK Billing Rate 6225.00 $175.00 $160.00 $135.00 $110.00 $110.00 $90.00 Task 2: Preliminary Engineering Report 1.0 6.0 7.0 $1,035.00 A - Prepare Executive Summary B - Prepare Traffic Signal Warrant Analyses 1. Kingsley Drive at Regents Bay Drive 2. Kingsley Drive and Trinity Bay Drive 3. Kirby Drive and Discovery Bay Drive _ 1.0 _ _ 1.0 1.0 4.0 12.0 12.0 17.0 $2,545.00 4.0 _ 17.0 17.0 24.0 36.0 12.0 20.0 56.0 28.0 11.0 50.0 48.0 2.0 2.0 $2,545.00 $2,545.00 4.0 12.0 C - Prepare Traffic Study and Schematic for Access Management on Business Center Dr 1. Review Traffic Counts and Prepare Traffic Models 2. Prepare Preliminary Access Management Design 3. Prepare Roundabout Schematic Design 4. Prepare Redistributed Traffic Volumes Based on Schematic Design and Update Models 5. Prepare Capacity Analysis for optimized Roadway Geometry including Roundabouts 6. Prepare Detailed Schematic Based on final Capacity Analysis Model 7. Prepare Preliminary Construction Cost Estimate 8. Finalize Right -of -Way Dimensions Required for Improvements 9. Prepare Preliminary Findings Memo for City Review 2.0 6.0 16.0 _ $3,660.00 $5,340.00 $22,500.00 $1,580.00 $3,020.00 $7,400.00 $3,940.00 $1,655.00 $6,950.00 $6,300.00 $220.00 $220.00 4.0 4.0 1.0 2.0 2.0 8.0 4.0 8.0 12.0 4.0 2.0 8.0 6.0 l See Barge Design 16.0 Solutions 12.0 24.0 8.0 28.0 16.0 -Co- Proposal 8.0 40.0 12.0 D - Prepare Intersection Capacity Analyses for Shadow Creek Parkway and Signals __ -24.0 2.0 2.0 E - Include Alignments and Topographic Surveys F - Include Geotechnical Report Findings G - Prepare and Include 30% Construction Drawings 1. Prepare Drainage Report and Preliminary Drainage Design, TCP Concept and Cost Estimate 2. Preliminary Plan 8 TCP Drawings for Paving Improvements (Access Management) 3. Traffic Signal Schematic Drawings 8.0 4.0 2.0 8.0 8.0 16.0 16.0 4.0 6.0 8.0 12.0 See Gauge Engineering Proposal 60.0 40.0 Services - Kuo Associates 124.0 100.0 $52,730.00 Priced per parcel 40.0 40.0 as Additional $16,600.00 $13,500.00 H - Parcel Maps for Design Locations 20.0 24.0 16.0 44.0 $2,860.00 I - Identify and Notify Conflicting Utilities _ 16.0 16.0 _ 24.0 J - Prepare Preliminary Engineer's Estimate $3,660.00 K - Attend Monthly Progress/Update Meetings $3,200.00 L - Finalize Report Based on Pearland and TxDOT comments $7,140.00 $171,145.00 Task 2: Preliminary Engineering Report 49.G 132.0 0.0 298.0 196.0 0.0 0.0 675.0 PERCENT OF TOTAL HOURS 7.26% 19.56% 0.00% 44.15% 29.04% 0.00% 0.00% 100.00% DIRECT COSTS DIRECT EXPENSES TOTAL COST TOTAL LABOR COST DIRECT EXPENSES $171,145.00 $0.00 0.00 1 REQUESTED CONTRACT AMOUNT $171,145.00 May 21, 2021 ATTACHMENT A3 COST SPREADSHEET SUMMARY OF MANHOURS BY CLASSIFICATION TEI - TRAFFIC ENGINEERS, INC. AND MAJOR TASK ANALYSIS CITY OF PEARLAND SHADOW CREEK RANCH INFRASTRUCTURE IMPROVEMENTS SENIOR PRINCIPAL SENIOR GIS/CADD TOTAL COST DESCRIPTION OF WORK TASK" PRINCIPAL PRINCIPAL ASSOCIATE ASSOCIATE ASSOCIATE TECHNICIAN ASSISTANT HOURS PER COST/HR COST/HR COST/HR COST/HR COST/HR COST/HR COST/HR PER TASK TASK Billing Rate $225.00 $175.00 $160.00 $135.00 $110.00 $110.00 $90.00 Task 3: Final Design Phase Services Subtask A - Prepare Final Design Plans - 60%, 90% 100% Submittals 1. Roundabout Paving/Utility Design Sheets (See Task 3, A, Items 6-12, 16-17) See Gauge Engineering Proposal $139,800.00 2. Roadway, Median and Sidewalk Plans (Signals) 8.0 16.0 24.0 $3,960.00 3. General Notes 2.0 6.0 8.0 $1,160.00 4. Quantity Calculations and Summaries 12.0 24.0 36.0 $5,340.00 5. Small Sign Summary Sheets 6.0 6.0 $810.00 6. Removal Layouts 8.0 24.0 32.0 $4,040.00 13. Traffic Signal Layouts - Three Locations 12.0 40.0 96.0 148.0 $22,660.00 14. Signing and Pavement Marking Layouts (Roundabout and Three Signals) 8.0 40.0 48.0 $5,800.00 15. Illumination Layouts 8.0 60.0 68.0 $8,000.00 18. Construction Details 12.0 12.0 $1,620.00 QA/QC 24.0 24.0 48.0 $9,600.00 Subtask B - Attend Coordination Meetings with City of Pearland 1. Monthly Progress Meetings 16.0 12.0 28.0 $5,220.00 2. Technical Review Meeting 6.0 6.0 $1,350.00 4.0 8.0 16.0 28.0 $4,460.00 Subtask C -Submittal Effort (3 Submittals) Subtask D - Utility Coordination and Submittals 8.0 32.0 - 40.0 $5,720.00 Subtask E - Permit Approval Effort (TxDOT, USACE, County Drainage) 8.0 16.0 24.0 $3,560.00 Subtask F - Coordination with Private Developers/Public Entity Engineers 8.0 12.0 20.0 $3,420.00 Subtask G - Prepare Bid Sets, Bid Proposals per Pearland requirements, Specifications 4.0 16.0 20.0 $3,060.00 Subtask H - Prepare Engineer Estimates 4.0 12.0 16.0 $2,320.00 Task 3: Final Design Phase Services_ 82.0 130.0 0.0 276.0 124.0 0.0 0.0 612.0 $231,900.00 PERCENT OF TOTAL HOURS 13.40% 21.24% 0.00% 45.10% 20.26% 0.00% 0.00% 100.00% DIRECT COSTS COST TOTAL LABOR COST $231,900.00 DIRECT EXPENSES $0.00 DIRECT EXPENSES TOTAL $0.00 I REQUESTED CONTRACT AMOUNT $231,900.00 May 21, 2021 ATTACHMENT A4 COST SPREADSHEET SUMMARY OF MANHOURS BY CLASSIFICATION TEI -TRAFFIC ENGINEERS, INC. AND MAJOR TASK ANALYSIS CITY OF PEARLAND SHADOW CREEK RANCH INFRASTRUCTURE IMPROVEMENTS SENIOR PRINCIPAL SENIOR GIS/CADD TOTAL COST DESCRIPTION OF WORK TASK" PRINCIPAL PRINCIPAL ASSOCIATE ASSOCIATE ASSOCIATE TECHNICIAN ASSISTANT HOURS PER COST/HR COST/HR COST/HR COST/HR COST/HR COST/HR COST/HR PER TASK TASK Billing Rate $225.00 $175.00 $160.00 $135.00 $110.00 $110.00 $90.00 Task 4: Bid Phase Services Subtask A - Provide Notice to Bidders 2.0 2.0 $270.00 Subtask B - Prepare and Disseminate Bid Sets to Bid Services 4.0 4.0 $540.00 Subtask C - Prepare and Disseminate Bid Sets to Contractors 4.0 4.0 $540.00 Subtask D - Pre -Bid and Bid Opening Meetings 4.0 4.0 8.0 $1,600.00 Subtask E - Respond to Bidder Questions and Prepare Addenda 2.0 2.0 4.0 8.0 $1,340.00 Subtask F - Assist with Bid Proposal documents 2.0 8.0 10.0 $1,430.00 Subtask G - Prepare Engineer's Recommendation for Award 4.0 4.0 8.0 $1,240.00 Subtask H - Attend City Council Meeting for Contract Award 2.0 2.0 4.0 $800.00 Subtask I - Prepare Project Manuals for Selected Contractor 6.0 6.0 $810.00 Task 4: Bid Phase Services 8.0 14.0 0.0 32.0 0.0 0.0 0.0 54.0 $8,570.00 PERCENT OF TOTAL HOURS 14.81% 25.93% 0.00 / 59.26% 0.00% 0.00% 0.00% 100.00% DIRECT COSTS COST TOTAL LABOR COST $8,570.00 DIRECT EXPENSES $0.00 DIRECT EXPENSES TOTAL $0.00 I REQUESTED CONTRACT AMOUNT $8,570.00 May 21, 2021 ATTACHMENT A5 COST SPREADSHEET SUMMARY OF MANHOURS BY CLASSIFICATION TEI -TRAFFIC ENGINEERS, INC. AND MAJOR TASK ANALYSIS CITY OF PEARLAND SHADOW CREEK RANCH INFRASTRUCTURE IMPROVEMENTS SENIOR PRINCIPAL SENIOR GIS/CADD TOTAL COST DESCRIPTION OF WORK TASK** PRINCIPAL PRINCIPAL ASSOCIATE ASSOCIATE ASSOCIATE TECHNICIAN ASSISTANT HOURS PER COST/HR COST/HR COST/HR COST/HR COST/HR COST/HR COST/HR PER TASK TASK Billing Rate_ $225.00 $175.00 $160.00 $135.00 $110.00 $110.00 $90.00 Task 5: Construction Phase Services Subtask A - Attend Pre -Construction Meeting & Resolve Questions 4.0 8.0 12.0 $1,980.00 Construction Staking (Kuo & Associates) See Kuo and Associates Proposal $17,580.00 Subtask B - Attend Monthly Construction Meetings 8.0 4.0 12.0 $2,500.00 Subtask C - Comment on/Review/Approve Contractor Submittals, RFI Responses 8.0 40.0 48.0 $6,800.00 Subtask D - Resolve Design Questions with CM and Contractor 8.0 40.0 12.0 60.0 $10,420.00 Subtask E - Participate in Substantial Completion Inspection 4.0 8.0 12.0 24.0 $3,920.00 Subtask F - Issue Final Completion and Acceptance Letters 4.0 4.0 $700.00 Subtask G - Compile As -Built Information from Contractor/CM _ 8.0 8.0 $1,080.00 Subtask H - Prepare As -Built Drawings in PDF and DWG formats 2.0 8.0 24.0 34.0 $5,090.00 Task 5: Construction Phase Services 26.0 72.0 0.0 104.0 0.0 0.0 0.0 202.0 $50,070.00 PERCENT OF TOTAL HOURS 12.87% 35.64% 0.00% 51.49% 0.00% 0.00% 0.00% 100.00% DIRECT COSTS COST TOTAL LABOR COST $50,070.00 DIRECT EXPENSES $0.00 DIRECT EXPENSES TOTAL $0.00 I REQUESTED CONTRACT AMOUNT $50,070.00 May 21, 2021 ATTACHMENT A6 COST SPREADSHEET SUMMARY OF MANHOURS BY CLASSIFICATION TEI - TRAFFIC ENGINEERS, INC. AND MAJOR TASK ANALYSIS CITY OF PEARLAND SHADOW CREEK RANCH INFRASTRUCTURE IMPROVEMENTS DESCRIPTION OF WORK TASK" SENIOR PRINCIPAL PRINCIPAL PRINCIPAL ASSOCIATE SENIOR ASSOCIATE ASSOCIATE GIS/CADD TECHNICIAN ASSISTANT TOTAL COST HOURS PER COST/HR COST/HR COST/HR COST/HR COST/HR COST/HR COST/HR PER TASK TASK Billing Rate $225.00 $175.00 $160.00 $135.00 $110.00 $110.00 $90.00 Project Totals Task 1: Preliminary Phase Services See Task 1 Worksheet 0.0 $119,278.00 Task 2: Preliminary Engineering Report See Task 2 Worksheet 0.0 $171,145.00 Task 3: Final Design Phase Services See Task 3 Worksheet 4 Worksheet 0.0 $231,900.00 Task 4: Bid Phase Services See Task 0.0 $8,570.00 Task 5: Construction Phase Services See Task 5 Worksheet 0.0 $50,070.00 Project Totals 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 $580,963.00 PERCENT OF TOTAL HOURS #DIV/OI #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0I #0IV/0! #DIV/0! DIRECT COSTS DIRECT EXPENSES TOTAL COST TOTAL LABOR COST DIRECT EXPENSES $580,963.00 _ $0.00 $0.00 I REQUESTED CONTRACT AMOUNT $580,963.00 Summaries of Fees by Consultant Traffic Engineers, Inc. (Prime) Gauge Engineering (Drainage Study & Design, Roadway Design Kuo & Associates (Survey) Barge Design Solutions (Roundabout Schematic; CJ Hensch & Associates (Traffic Counts) Terracon (Geotechnical) $240,015.00 $192,530.00 $91,418.00 $22,500.00 $23,100.00 $11,400.00 Total $580,963.00 oi\ENGINEERING ATTACHMENT A SCOPE OF SERVICES Business Center Drive and Memorial Hermann Drive Roundabout This Scope of Services outlines the professional engineering services to be performed by Gauge Engineering, LLC (Gauge) for the construction of a roundabout at Business Center Drive and Memorial Hermann Drive. Gauge will accomplish the following Tasks: I. PRELIMINARY ENGINEERING REPORT: 1. Site Visits and Data Collection a. Photographs and field verification of existing features will be completed during the field visit. Field visit will also be performed to assist in drainage area boundary determination, and to verify the available data collected for the existing storm sewer system. The area will be reviewed to confirm features shown in the 2008 LiDAR information and identify areas where hydraulic reinforcements may be necessary to correctly show overland sheet flow paths. b. Previously completed reports and studies will be obtained and reviewed for relevant information regarding the proposed roadway improvements. 2. Private/Public Utilities Assessment Existing public utilities such as storm, water and wastewater infrastructure and existing private utilities such as existing underground electrical and communication service lines, and locations of existing overhead power and communication lines and poles will all be compiled, investigated, evaluated and depicted in exhibits per City's requirements. 3. Drainage Analysis a) Prepare and Evaluate Existing Drainage Area Maps Existing conditions drainage area maps will be developed for the project area. Inlet level drainage areas will be developed for any storm sewers within the project limits and at key driveway culverts. Trunkline analysis point drainage areas will be delineated for storm sewer systems outside the project limits. The existing conditions drainage area boundaries based on the best available data. Means for determining drainage area boundaries include but are not limited to as -built information, LiDAR, and field visits. Extreme event and offsite drainage areas developed and included as part of the existing drainage area map. b) Existing Conditions Analysis A model of the existing conditions drainage system will be developed based on the topographic survey within the project limits. The existing conditions model will be developed with the appropriate storm sewer detail which typically includes trunkline modeling all the way to the outfall. c) Storm Sewer Design and Proposed System Analysis The proposed drainage system will be designed to meet current City design criteria. A model of the proposed storm sewer system(s) will be constructed and analyzed for the 2-year and 100-year frequencies. Necessary sizing, location, elevation, and cover requirements of the trunkline will be determined. The inlets and laterals will be refined as necessary to ensure sufficient intake & conduit capacity and to maintain a hydraulic grade line (HGL) below or at the gutter elevation of the Page 1 of 7 Gauge X ENGINEERING roadway for the length of the project for the 2-year event. The proposed storm sewer system will be evaluated and improved in order to meet overland flow and Maximum Ponding Elevation criteria for the 100-year event. Cost estimates will be prepared for each of the proposed improvement alternatives and proposed storm sewer system elements and associated HGL's will be incorporated into the plan and profile sheets. d) Evaluate Overland Sheet Flow Extreme event overland sheet flow patterns will be analyzed for the existing and proposed conditions to ensure no change in sheet flow patterns is being proposed. e) Proposed Conditions Storm Sewer Drainage Area Map Proposed conditions storm sewer drainage area maps for the preferred alternative will be developed at both the overall and inlet level. The overall drainage area map will consist of drainage areas, 2- year storm sewer runoff rates, and flow direction arrows, and will include a preliminary layout of all proposed storm sewer trunk lines, inlets, and ditches. Drainage areas will be delineated based on the improvements evaluated in the Proposed System Analysis. f) Proposed Conditions Drainage Schematic A schematic of the proposed drainage improvements will be developed to accurately communicate the planned improvements. 4. Conceptual Construction Sequencing, Detours & Impacts to Area The construction sequence and a traffic control concept that will minimize impacts to the region's traffic movement pattern will be explored. Detours, phasing, sequencing, construction zones, and temporary pavement requirements will be identified. A detailed narrative will also be developed 5. Project Management and Coordination: Project management activities are ongoing throughout the period of the contract and include items such as internal project management, kickoff meeting, monthly progress reports, invoices, and coordination with client and all relevant agencies. 6. Quantities Preliminary engineering level quantities will be computed. 7. Opinion of Probable Construction Cost A preliminary level Opinion of Probable Construction Cost (OPCC) will be developed. 8. Preliminary Engineering Report Preparation — Support Gauge will support the Prime with developing the drainage/utilities/traffic control sections of the report to be incorporated into the larger Preliminary Engineering Report being developed by the Prime. 9. Participation in City Council Meeting -Support Gauge will support Prime by preparing material that are relevant to Gauge's scope. Gauge will also be present at the meeting to assist in presenting. 10. Incorporating TRC Comments into PER Comments from the meeting will be addressed in Gauge's PER sections. Page 2 of 7 oauge\ ENGINEERING 11. Quality Assurance / Quality Control A thorough Quality Assurance/Quality Control (QA/QC) Plan will be implemented to ensure overall project constructability, cost estimate accuracy, and design conformance with industry standards and client -specific requirements and preferences are met. II. ADDITIONAL ENGINEERING SERVICES a) Drainage Impact Assessment and Mitigation Drainage impacts associated with the proposed roadway improvement will be evaluated and mitigation measures necessary to ensure no adverse impacts will be proposed. Potential drainage impacts associated with the proposed improvements including effects of additional increased impervious cover, a reduction in storm water storage, and modifications to overland sheetflow patterns. Zero increase in runoff will be allowed. a. Increased Impervious Cover — An evaluation of the existing and proposed impervious cover will be performed to identify the changes associated with the proposed roadway improvements. b. Changes in Storage — The proposed roadway, anticipated to be a curb and gutter cross section, will be evaluated to account for any changes in storage. c. Mitigation Options — Mitigation options will be evaluated to determine the most effective means (both cost and function) of eliminating potential impacts. Potential mitigation options include; (1) storage beneath the roadway in the form of oversized or additional storm sewer, (2) above ground offsite storage, and (3) sub -surface offsite storage (items 2 and 3 are not likely). The mitigation options will be modeled with the proposed roadway and drainage improvements and the results will be compared with the existing conditions analysis to ensure no adverse impacts. b) Drainage Impact Analysis Report A drainage impacts analysis report will be prepared as a standalone document. This report will be provided to the City for their review and approval as the owner of the facility receiving discharge from the project limits. The report will document the existing conditions and proposed improvements and will address the potential for adverse impacts including necessary mitigation measures. III. DETAIL DESIGN PHASE (60%, 90% and Final) A. General Plan Sheets Typical Sections for proposed and existing roadway will be developed. Typical sections shall include width of travel lanes, sidewalks, outer separations, border widths, curb offsets, and right-of- way (ROW). The typical section shall also include centerline, pavement design, side slopes, sodding/seeding limits, station limits, etc. Overall project layout sheets will also be developed. Page 3 of 7 Gauge•% ENGINEERING B. Storm Sewer Design Prepare the PS&E package in accordance with the applicable City requirements, specifications, standards, and manuals. Include the following sheets and documents, as appropriate: • Existing Overall Drainage Area Map • Proposed Overall Drainage Area Map • Project Drainage Area Maps • Storm Sewer Calculations • Storm Sewer Plan and Profile (Included on Roadway Sheets) • Storm Sewer Lateral Sheets • Storm Sewer Details (Misc.) • Storm Sewer Standards 1. Overall Drainage Area Map Existing: Overall drainage area map extents including off -site drainage areas contributing the project limits for existing and proposed conditions, including peak discharge rates to outfalls based on H&H study results. 2. Overall Drainage Area Map Proposed: The proposed overall Drainage Area map will reflect any changes in drainge patterns and outfalls from the existing conditions. 3. Project Drainage Area Maps: Detailed Drainage Area maps for each inlet along the project, and data tables. 4. Storm Sewer Calculations: This effort includes the creation of sheets to convey the results of the storm sewer analysis (see item 9 below), and the conversion of the model data to the City's standard tabular output. 5. Storm Sewer Plan and Profile: Storm drainage design will be incorporated on the Roadway Plan and Profile drawings, this work consists of working with the Roadway Design, and providing design recommendations and updating drainage base files and design callouts. 6. Storm Sewer Lateral Sheets: All horizontal storm sewer laterals will be shown with cross -sections to better show utilities and special grading considerations as needed. 7. Storm Sewer Details (Misc.): This effort includes the development of any non-standard details required to collect drainage along the project corridor. These designs can be special inlets, grading details, or other special features to help provide better data to the contractor for construction. 8. Storm Sewer Standards: This includes selecting City drainage standards that are appropriate to support the proposed storm drainage design. Page 4of7 oauge' ENGINEERING 9. Storm Sewer Analysis — Traditional: This effort includes updating the preliminary analysis to match the final design. The analysis of the drainage network will use standard Steady State analysis tools such as HouStorm or Geopak. The analysis will be used to properly size the drainge network to meet City standard criteria. C. Roadway Design 1. Horizontal Alignment Data: The baseline properties will be outlined with the tangent and curve information output from Geopak. 2. Horizontal Geometry Sheets: Horizontal roadway geometry sheets will include stations, offsets, PCs, PTs, etc. for curb components. 3. Demolition Plans: Demolition plans will show the limits of pavement, storm sewer and sidewalk removal. Any other impacted item will also be depicted. 4. Roundabout Roadway / Drainage Plan and Profile Sheets (4 Sheets —1 in.: 40-FT) Detailed roadway plan and profile sheets depicting existing features and the proposed improvements. Plans will also show pedestrian facilities and shall be designed in accordance with the American with Disabilities Act Accessibility Guidelines (ADAAG) and the Texas Accessibility Standards (TAS). The plans will be submitted to the Texas Department of Licensing and Regulation (TDLR) or representative thereof for review, approval, and inspection. The plan view shall contain the following design elements: • Horizontal alignment. • Indicated pavement edges, lane and pavement widths for all improvements • Direction of traffic flow arrows. • Indicate existing and proposed ROW/Easement lines. • Begin/end of cross slope transitions. • Existing major utilities and structures. • Any necessary callouts to clarify details. • Drainage design components, such as existing and proposed storm sewers will be shown • Drawings horizontal scale 1-in. = 40-FT • Removal items will be provided for the length of the project and shall include all pavement, drainage structures, traffic signals, sidewalks, signs, landscaping, bus shelters, other structures, etc. to be removed. The profile shall contain the following design elements: • The approximate existing profile grade • The existing north and south ROW profiles • Proposed profile grade • The location of intersections • Drainage design components, such as storm sewer profiles and hydraulic grade lines, will be shown • Drawing vertical scale 1-in. = 4-FT Page5of7 Gauge\ ENGINEERING 5. Roundabout Curb Profiles (3 Sheets): Individual profiles at the 3 approaches will be developed. 6. Roundabout Layout and Grading Plan: Roundabout layout and grading plan will be developed detailing the pavement design and drainage design. The layout shall include the curb returns, geometrics, transition to existing pavement, stationing, pavement and drainage details. 7. Driveway Schedule and Details: The Driveway schedule will show the location, size and type of proposed driveways to be reconstructed. Driveways shall typically be reconstructed to the ROW line using standard City details. 8. Standard Pavement Details: All the necessary standard roadway and sidewalk details will be included in the design set. 9. Utility Adjustments: Public utilities that conflict with the proposed storm sewer will be adjusted and modified. 10. Standard Public Utility Details: All the necessary standard public utility details will be included in the design set. D. Traffic Control Plans A narrative and Construction Sequencing plan for the Traffic Control Plan (TCP) will be included. Detailed traffic controls plans will not be included as part of the design. E. Cross Sections and Cut and Fill Quantities • Earthwork Quantities worksheet will be developed • Earthwork analysis will be conducted to determine cut and fill quantities and provide final design cross sections at 100 feet intervals. Drawing scale shall be H: 1" = 20'; V: 1" = 10'. F. Project Management/Specs/Agencies & Team Coordination/Quantities/Misc 1. Overall Project Management/Internal Team Coordination/ Project Controls During each phase of the project, the Gauge Project Manager (PM) will oversee all work related to Gauge's scope and will be responsible for directing and coordinating activities and assigned personnel internally. The PM will manage the Gauge's scope, schedule, budget, and quality to ensure that the project progresses as agreed. The PM will submit monthly invoices, status reports, and schedules to the Prime. 2. Private Utilities Assessment/Utility Conflict Table/Coordination - Support • Gauge will support the Prime with the various utility companies (AT&T and CenterPoint) to determine the location of all existing utilities. Gauge will assist with preparing exhibits showing the location of each existing utility and identify potential conflicts and recommended solutions. Page 6 of 7 Gat.'il•x ENGINEERING • Gauge will assist Prime with preparing a detailed Utility conflict resolution tables • Gauge will assist Prime to prepare and distribute Preliminary Utility Notification Letters identifying each potential conflict with proposed improvements. Prior to final design submittal, the design team will prepare and distribute the Final Utility Notification Letters and/or a Notice of No Conflict Letter to each private utility company within the project limits. 3. Coordination meetings with the Prime and City (support Prime) • Regular coordination and monthly meetings with the Prime will be held to review the progress of the engineering effort, or to address other issues which may arise. • Gauge will also support Prime with meetings with the City. 4. Quantities The design team will develop and report quantities for the different deliverables. 5. Opinion of Probable Construction Costs The design team will submit Opinion of Probable Construction Costs for the different deliverables. 6. Project Manual & Specifications - Support Design team will assist in furnishing the project manual containing the necessary front-end documents and specifications. Each Standard Specification will be reviewed and supplemented as necessary to suit Project -specific requirements and to meet the design intent of the Project and if needed will prepare additional nonstandard specifications necessary for bidding and construction of the project. 7. Bid Phase Support Gauge will support Prime during the bid phase as needed. 8. Preparation and Participation in Technical Review Committee Meeting - Support Gauge will support Prime by preparing slides that are relevant to Gauge's scope. Gauge will also be present at the meeting to assist in presenting the presentation. G. Quality Assurance / Quality Control: A thorough Quality Assurance/Quality Control (QA/QC) Plan will be implemented to ensure overall project constructability, cost estimate accuracy, and design conformance with industry standards and client -specific requirements and preferences. Page 7 of 7 Exhibit B Business Center Drive and Memorial Hermann Drive Roundabout PER/PS&E - LEVEL OF EFFORT I. PRELIMINARY ENGINEERING REPORT GIa �o g e�11 DESCRIPTION OF WORK TASKS SR PROJ MGR SR PROF ENGINEER GRAD ENGINEER SR. DESIGN TECH ADMIN ASST nipLABOR HOURS COSTS $2,260.00 I PRELIMINARY ENGINEERING REPORT 1 Site Visits and Data Collection 2 4 6 4 16 2 Private/Public Utilities Assessment 1 4 6 4 15 $2,040.00 3 Drainage Analysis a. Existing Drainage Area Maps 1 2 4 8 15 S1,910.00 b. Existing Conditions Analysis 2 6 16 24 $3,350.00 c. Storm Sewer Design and Analysis 2 6 24 32 $4,310.00 d. Evaluate Overland Sheet Flow Changes 2 14 8 24 $3,710.00 e. Proposed Storm Sewer Drainage Area Maps 1 2 6 10 19 $2,370.00 f. Proposed Conditions Drainage Schematic 1 2 6 10 19 $2,370.00 g. Drainage Impact Assessment and Mitigation 3 8 30 2 43 $5,800.00 h. Drainage Impact Analysis Report 4 8 26 8 46 $6,200.00 4 Conceptual Construction Sequencing, Detours & Impacts to Area 2 4 6 8 20 $2,700.00 5 Project Management/Coordination 6 6 12 $2,310.00 6 Quantities 2 2 6 10 S1,490.00 7 Opinion of Probable Construction Cost 1 2 4 7 $1.030.00 8 Preliminary Engineering Report Preparation - Support 4 10 16 30 54,450.00 9 Participation in City Council Meeting -Support 2 6 4 12 $1,910.00 10 Incorporating TRC Comments into PER -Support 1 2 4 7 S1,030.00 11 Quality Assurance / Quality Control 4 6 8 6 24 $3.490.00 Total 41 94 180 60 0 375 $52,730.00 TOTAL HOURS 41 94 180 60 0 375 Contract Labor Rate $220.00 $)65 03 S120.00 $110.00 $75.00 TOTAL LABOR COSTS DRAINAGE STUDY $9,020.00 $15,510.00 $21,600.00 $6,600.00 $0.00 $52,730.00 II. DETAIL DESIGN PHASE (60%. 90°/, Final) DESCRIPTION OF WORK TASKS PROJ MGR SR PROF ENGINEER GRAD ENGINEER SR. DESIGN TECH ADMIN ASST TOTAL HOURS LABOR COSTS S2,185.00 A. GENERAL PLAN SHEETS 1 Existing Typical Section (1 Sheets) 1 1 4 12 18 2 Proposed Typical Sections (2 Sheet) 1 2 6 12 21 $2,590.00 3 Overall Project Layout Sheet (1 sheet) 2 6 12 20 $2.370.00 Total 2 5 16 36 0 59 $7,145.00 S2,370.00 B. STORM SEWER DESIGN 1 Overall Drainage Area Map - Existing Conditions (1 Sheet-1"=300') 1 2 6 10 19 2 Overall Drainage Area Map - Proposed Conditions (1 Sheet -1 "=300') 1 2 6 10 19 $2,370.00 3 Project Drainage Area Maps (4-Sheets) 2 4 16 28 50 56,100.00 4 Storrn Sewer Calculations (1 Sheet) 1 4 8 13 $1,525.00 5 Storm Sewer Plan & Profile (combined w/ rdwy P&P) - (4 Sheets) 4 12 16 28 60 $7,860.00 6 Storm Sewer Lateral Sheets (2 Sheets) 2 6 16 16 40 $5,110.00 7 Storm Sewer Details (Misc) 4 6 14 24 $2,920.00 8 Storm Sewer Standard Details (6-Sheets) 2 4 10 16 S1,910.00 9 Strom Sewer Analysis 1 4 14 4 23 $3,000.00 Total 11 37 88 128 0 264 833,165.00 S1,765.00 C. ROADWAY DESIGN 1 Horizontal Alignment Data (1 Sheet) 1 6 8 15 2 Horizontal Geometry Sheets (2 Sheets) 1 6 8 12 27 $3,490.00 3 Demolition Plan Sheets (3 Shts - 1":40') 1 2 8 18 29 S3,490.00 4 Roundabout Roadway Plan & Profile Shts (4 Shts - 1":40') 4 8 24 48 84 S10,360.00 5 Roundabout Curb Profiles (3 Sheets) 4 6 16 24 50 S6,430.00 6 Roundabout Layout and Grading Plan 4 6 16 24 50 $6,430.00 7 Driveway Schedule and Details (1 Sheet) 1 2 4 6 13 S1,690.00 8 Standard Pavement Details 2 4 6 12 $1,470.00 9 Public Utlity Adjustments - Minor 2 6 12 16 36 S4,630.00 10 Standard Public Utility Details 2 4 6 12 $1,470.00 Total 17 41 102 168 0 328 $41,225.00 $2,920.00 D. TRAFFIC CONTROL PLANS 1 Narrative/Phasing Overview/Construction Sequencing (1 Sheet) 1 4 6 12 23 2 TCP Phase 1 1 2 6 12 21 $2,590.00 3 TCP Phase 2 1 2 6 12 21 S2,590.00 4 TCP Phase 3 1 2 6 12 21 $2,590.00 Total 4 10 24 48 0 86 $10,690.00 $3,160.00 E. CROSS SECTIONS 1 Earthwork Quantities (3 Sheets) 1 4 8 12 25 2 Cross Sections 2 8 12 28 50 $6,280.00 Total 3 12 20 40 0 75 $9,440.00 Page 1 of 2 F. 1 DESCRIPTION OF WQRK TASKS zi' Project Management/Specs/Agencies & Team Coordination/Quantitieslbisc Overall Project Management/lnteral Team Coordination/ Project Controls PRWMGR 8 SR PROF ENGINEER b GRAD ENGINEER 3 SR. DESIGN TECH ADMIN ASST 6 TOTAL HOURS 32 LABOR COSTS S4,820.00 2 Pnvate Utilities Assessment/Utility Conflict Table/Coordination 4 12 14 8 38 S5,420.00 3 Coordination meetings with the Prime and City (support Prime) 6 6 4 16 S2,790.00 4 Quantities 1 6 20 27 S3,610.00 5 Opinion of Probable Construction Costs 1 4 16 21 $2,800.00 6 Project Manual & Specifications - Support 2 8 6 16 $2,480.00 7 Bid Phase Support 2 6 4 12 51,910.00 8 Participation in TRC Presentation Prep and Attend Meeting -Support 2 6 8 4 20 $2,830.00 Total 26 58 80 12 6 182 $26,660.00 S9.715.00 G. QUALITY ASSURANCE/QUALITY CONTROL 1 QA/QC up to 3 Submittals 10 16 18 24 1 69 2 Independent Constructability Review 8 8 51,760.00 Total 18 16 18 24 1 77 $11,475.00 TOTAL HOURS 81 179 348 456 7 1071 Contract Labor Rate $220.00 $165.00 $120.00 S110.00 575.00 TOTAL LABOR COSTS BASIC ENGINEERING SERVICES $17,820.00 S29,535.00 $41,760.00 $50,160.00 $525.00 $139,800.00 III. EXPENSES DESCRIPTION OF WORK TASKS COST TOTAL a Printing and Reproduction/Mileage/Deliveries $300 00 TOTAL SUBCONTRACTED ENGINEERING SERVICES 5300.00 GRAND TOTAL I. PRELIMINARY ENGINEERING REPORT $52,730.00 II. DETAIL DESIGN PHASE (60%, 90%, Final) $139,800.00 III. EXPENSES $300.00 2,830.00 Page 2 of 2 Gug\ e ENGINEERING Classification Rate per Hr. 1 Principal $275 2 Sr. Project Manager $220 3 Project Manager $180 4 Construction Manager $170 5 Senior Project Engineer $165 6 Project Engineer $150 7 GIS Specialist $130 8 Graduate Engineer $120 9 Senior Designer $110 10 Inspector $110 11 Project Administrator $110 12 CADD Tech $90 13 Administrative Assistant $75 14 Clerical $65 KUO & associates, Inc. Consulting Engineers & Surveyors April 16, 2021 Bradley Eaves, PE, PTOE Traffic Engineers, Inc. 801 Congress, Suite 325 Houston, TX 77002 10300 Westoffice Drive, Ste. 800 Houston, TX 77042 Phone: (713) 975-8769 Fax: (713) 975-0920 Engineering Firm Reg. No. F-4578 Surveying Firm Reg. No. 10075600 www.kuoassociates.com Re: Intersections and Roads in Shadow Creek Ranch Area, City of Pearland CADD Service to Prepare Plan and Profile Dear Mr. Eaves: Kuo & Associates, Inc. is pleased to submit this proposal to perform CADD services for the above referenced project for preparing base existing utility plan and long profile view for the following road segments ID Road Segments Total Length (ft) 1 Business Center Dr. (500' north of Memorial Hermann Dr. to FM 518 2,200 2 Memorial Hermann Dr. (Business Center Dr to 500' east 500 Total 2,700 Scope of work and fee will be as follows: SCOPE OF WORK Plan and Profile base map will be prepared along the above road segments for an estimated length of 2200 linear feet. Plan and profile drawings will be prepared to meet all applicable requirements of the City of Pearland. In general, the following tasks will be performed • Perform utility research and delineation of underground utility lines from available record drawing and surveyed information • Prepare plan drawing for existing utilities • Prepare profile for ground lines corresponding to the center line of the project alignment/corridor, center line of the ditch/curb lines, right-of-way lines • Prepare profile view of existing utilities from available record and field information All utility lines will be shown from the field verified invert information and/or best available record drawings upon research. Deliverable will be an AutoCAD/DGN drawing for the project corridor. FEE AND SCHEDULE Fee for the above -described work will be a lump sum amount of $2,990.00 as shown itemized in the attached table. April 16, 2021 Proposal for CAD Service Page No. 2 We anticipate completing the above work in 2 weeks upon completion topographic survey and your authorization to proceed. If you need further information, please do not hesitate to contact me. Sincerely, Shaheen Chowdhury, P.E., R.P.L.S. President Kuo & Associates, Inc. April 16, 2021 Proposal for CAD Service Page No. 3 Level of Efforts for Preparation of Basemap Plan & Profile Tasks Sub tasks RPLS SIT CADD Hrs Total $130.00 $90.00 $81.00 Plan and Profile As built and utility drawing research 2 2 $170.00 Preparation of 2D utility plan 2 16 18 $1,290.00 Preparation/update of 2D profile 2 16 18 $1,290.00 QA/QC 2 2 $240.00 Total $2,990.00 KUO & associates, Inc. Consulting Engineers & Surveyors April 8, 2021 Bradley Eaves, PE, PTOE Traffic Engineers, Inc. 801 Congress, Suite 325 Houston, TX 77002 10300 Westoffice Drive, Ste. 800 Houston, TX 77042 Phone: (713) 975-8769 Fax: (713) 975-0920 Engineering Firm Reg. No. F-4578 Surveying Firm Reg. No. 10075600 www.kuoassociates.com Re: Intersections and Roads in Shadow Creek Ranch Area, City of Pearland Surveying Services Dear Mr. Eaves: Kuo & Associates, Inc. is pleased to submit this proposal to perform surveying services for the following intersections and segments in the City of Pearland ID Intersections/Segments Total Length (ft) 1 Kingsley Dr @ Regents Bay Dr. 2,000 2 Kingsley Dr. @ Trinity Bay Dr. 2,000 3 Kirby Dr. @ Discovery Bay Dr. 1,500 4 Business Center Dr. 2,200 5 Memorial Hermann Dr. 500 Total 8,200 Scope of work and fee/schedule will be as follows: SCOPE OF WORK Scope of work will consist of the following items of surveying for each of the above listed intersections/segments: Item Scope Item 1 Topographic Surveying Item 2 Boundary Surveying for Existing ROW Map Item 3 Parcel map and Metes and Bounds for ROW Acquisition (only at Business Center & Memorial Hermann intersection) Item 4 Construction Staking for Design Baseline and Proposed Improvement April 8, 2021 Proposal for Survey Page No. 2 Item-1: Topographic Surveying Topographic Survey will be done along road segments within the limit of work for each intersection/segment. Survey shall conform to all requirements of City of Pearland and Category 6, Condition 2 survey of TSPS Manual as applicable. In general, the scope for survey will be including the following tasks: • Horizontal and vertical controls will be established and tied to the Texas State Plane Coordinate System, South Central Zone NAD 83 (CORS 96) and datum NAVD 88, 2001 adj. • Surveying cross sections to obtain elevations along the streets within limit at a spacing not to exceed 100' c-c. Cross sections will be surveyed to delineate shape of the road and the median (if any) and obtain elevations at curb, gutter, center of the street, ROW line, etc. Adequate elevations will be obtained at the potential locations for paving and grading changes (such as at the locations of ramps, left turn lanes, mounds along median, etc.) to facilitate design works. • Topographic surveying for the limit (as shown on the above table and attached exhibit) including but not limited to edge of road, sidewalk, ramp, landscape, trees (with size and names), signs, stripes, expansion joints, loop detectors, inlets, manholes, ditch, poles, valves, etc. In general, survey width of topo surveying will be 20' beyond the ROW line, if accessible • Obtaining lowest clearance to the overhead lines as feasible • Inverting all manholes and inlets to obtain flow line and pipe size information on existing utility lines. However, in compliance with the safety requirements, electric and communication manholes will not be opened under the scope of this project. The information on electric and communication cable/conduit lines are typically shown based on the available record drawings. • Utility research including contacting One Call (811), private utility companies and obtaining record drawings. Level B SUE for utilities will be limited to paint mark/pin flag surveying and researching thru record drawings. Level A SUE survey is excluded from the scope of this proposal. • Preparation of a drawing with surveyed information along with above and underground utility lines in AutoCAD format for plan view only. A signed and sealed copy of topographic survey by a RPLS will be submitted • Addressing comments upon client/City's review • Preparation of survey control map if necessary • Submission of the survey field books and ASCII files • Submission of a signed and sealed topographic surveying map Item-2: Boundary Surveying for Existing ROW Boundary Survey will be done to delineate Right of way (ROW) lines of the streets within the limit of work. Survey will comply with City of Pearland and Category 1 B, Condition 2 survey of the latest TSPS Manual and Harris County survey requirements as applicable/feasible. Horizontal and vertical controls will be established and tied to the Texas State Plane Coordinate System, South Central Zone NAD 83 (CORS 96) and datum NAVD 88. Scope of work for boundary survey will include the following: • Searching and surveying monuments for establishing existing ROW • Abstracting and deed research • Preparing a Right of Way map for each intersection • Submission of signed and sealed Category 1 B, Condition 2 ROW map for each intersection April 8, 2021 Proposal for Survey Page No. 3 Item-3: Parcel Map and Metes & Bounds for ROW Acquisition (Business Center & Memorial Hermann Dr.) Preparing a Parcel Map and metes and bounds description for acquiring additional ROW at intersection of Business Center and Memorial Hermann Drive and along the west side of Business Center Dr. Currently 3 parcels are estimated to be acquired at the said intersection. In general, the following tasks will be performed for each intersection under the scope of this proposal: • Prepare a parcel map for ROW acquisition • Prepare a metes and bounds description • Prepare map closure • Stake the proposed parcel in the field • Submission of a signed and sealed parcel map and metes and bounds To our understanding, your office will arrange access to the private property as necessary. Item-4: Construction Staking Survey Construction staking survey will be done to stake design base line and locations of items related to proposed signal design/improvement (limited to signal pole, control box and any other critical item) at each intersection/segment. In general, the following tasks will be performed for each intersection under the scope of this proposal: • Recovery and verification of existing controls • Prepare construction staking data file • Perform construction staking in the field and survey staked information • Process surveyed staking data for verification To our understanding, your office will be providing design CAD drawing with a list of items to be staked in the field. DELIVERABLES: Deliverables would be the following • AutoCAD file containing a plan drawing with topo and utilities • Field book, ASCII file on survey data as needed • Signed and sealed (by a Registered Professional Land Surveyor) Category 6 topographic survey map and Category 1 B ROW map for each intersection/segment • Signed and sealed parcel map and metes and bounds for ROW acquisition EXCUSIONS: To our understanding, the following and any tasks not mentioned in the scope above are excluded from this proposal: • Level A & B SUE survey • Surveying trees within wooded or tree cluster areas April 8, 2021 Proposal for Survey Page No. 5 ITEM 1: TOPOGRAPHIC SURVEYING Level of Efforts for Topographic Surveying for Each Intersection with Kingsley Dr. ITEM Principal $180.00 RPLS $130.00 SIT $90.00 CADD $81.00 Survey crew $140.00 Hrs Cost Recovery & tie to Benchmark 0.5 1 1.5 $185.00 Set controls 0.5 2 2.5 $325.00 GPS controls 1 2 3 $370.00 Level controls 1 4 5 $650.00 Topo Survey 32 32 $4,480.00 Manhole inverts 1 3 4 $510.00 Utility Research/One call/Record drawing 1 1 $90.00 Topo and utility plan 1 32 33 $2,682.00 SCM 1 4 12 17 $1,462.00 QC/QA 4 4 $520.00 Project Management 0 $0.00 Total Hrs 0 5 10 44 44 101.5 Total Cost $11,274.00 Level of Efforts for Topographic Surveying for Kirby @ Discovery Bay Dr. ITEM Principal $180.00 RPLS $130.00 SIT $90.00 CADD $81.00 Survey crew $140.00 Hrs Cost Recovery & tie to Benchmark 0.5 1 1.5 $185.00 Set controls 0.5 2 2.5 $325.00 GPS controls 1 2 3 $370.00 Level controls 1 6 7 $930.00 Topo Survey 24 24 $3,360.00 Manhole inverts 1 3 4 $510.00 Utility Research/One call/Record drawing 1 1 $90.00 Topo and utility plan 1 24 25 $2,034.00 SCM 1 4 8 13 $1,138.00 QC/QA 4 4 $520.00 Project Management 0 $0.00 Total Hrs 0 5 10 32 38 83.5 Total Cost $9,462.00 April8, 2021 Proposal for Survey Page No. 6 Level of Efforts for Topographic Surveying for Business Center Dr. ITEM Principal $180.00 RPLS $130.00 SIT $90.00 CADD $81.00 Survey crew $140.00 Hrs Cost Recovery & tie to Benchmark 0.5 1 1.5 $185.00 Set controls 0.5 2 2.5 $325.00 GPS controls 1 2 3 $370.00 Level controls 1 4 5 $650.00 Topo Survey 32 32 $4,480.00 Manhole inverts 1 4 5 $650.00 Utility Research/One call/Record drawing 1 1 $90.00 Topo and utility plan 1 32 33 $2,682.00 SCM 1 4 8 13 $1,138.00 QC/QA 4 4 $520.00 Project Management 0 $0.00 Total Hrs 0 5 10 40 45 98.5 Total Cost $11,090.00 Level of Efforts for Topographic Surveying for Memorial Hermann Rd. ITEM Principal $180.00 RPLS $130.00 SIT $90.00 CADD $81.00 Survey crew $140.00 Hrs Cost Recovery & tie to Benchmark 0 $0.00 Set controls 0.5 0.5 $70.00 GPS controls 1 0.5 1.5 $160.00 Level controls 1 2 3 $370.00 Topo Survey 8 8 $1,120.00 Manhole inverts 1 1 $140.00 Utility Research/One call/Record drawing 0 $0.00 Topo and utility plan 1 12 13 $1,062.00 SCM 1 4 5 $414.00 QC/QA 2 2 $260.00 Project Management 0 $0.00 Total Hrs 0 2 4 16 12 34 Total Cost $3,596.00 April 8, 2021 Proposal for Survey Page No. 7 ITEM 2: BOUNDARY SURVEYING Item 2: Level of Efforts for ROW Mapping for Each Intersection with Kingsley Dr. Tasks Principal $180.00 RPLS $130.00 SIT $90.00 CADD $81.00 Survey Crew $120.00 Hrs Cost Searching and surveying monuments 1 4 5 $570.00 Abstracting 0 $500.00 Deed research 6 12 18 $1,860.00 ROW Map 4 8 12 $1,008.00 QC/QA 4 4 $520.00 Proj. Management 0 $0.00 Total Cost $4,458.00 Item 2: Level of Efforts for ROW Mappinu for Kirby & Discovery Bay Intersection Tasks Principal $180.00 RPLS $130.00 SIT $90.00 CADD $81.00 Survey Crew $120.00 Hrs Cost Searching and surveying monuments 1 4 5 $570.00 Abstracting 0 $600.00 Deed research 8 16 24 $2,480.00 ROW Map 4 12 16 $1,332.00 QC/QA 4 4 $520.00 Proj. Management 0 $0.00 Total Cost $5,502.00 Item 2: Level of Efforts for ROW Mapping for Business Center Dr. Tasks Principal $180.00 RPLS $130.00 SIT $90.00 CADD $81.00 Survey Crew $120.00 Hrs Cost Searching and surveying monuments 1 3 4 $450.00 Abstracting 0 $500.00 Deed research 8 16 24 $2,480.00 ROW Map 8 12 20 $1,692.00 QC/QA 4 4 $520.00 Proj. Management 0 $0.00 Total Cost $5,642.00 Item 2: Level of Efforts for ROW Mapping for Memorial Hermann Dr. Tasks Principal $180.00 RPLS $130.00 SIT $90.00 CADD $81.00 Survey Crew $120.00 Hrs Cost Searching and surveying monuments 2 2 $240.00 Abstracting 0 $300.00 Deed research 4 8 12 $1,240.00 ROW Map 4 8 12 $1,008.00 QC/QA 2 2 $260.00 Proj. Management 0 $0.00 Total Cost $3,048.00 April 8, 2021 Proposal for Survey Page No. 8 ITEM3: PARCEL MAP & METES & BOUNDS (PER PARCEL) Typical Level of Efforts for Each Parcel ITEM Principal $180.00 RPLS $130.00 SIT $90.00 CADD $81.00 Survey Crew $140.00 Hrs Cost Easement plat 0.5 4 8 12.5 $1,073.00 Easement metes and bounds 0.5 4 4.5 $425.00 Easement set in the ground 1 4 5 $650.00 QA/QC 2 2 $260.00 Proj. Management 1 1 $130.00 Total Cost $2,538.00 Say $2500/Each ITEM 4: CONSTRUCTION STAKING Level of Efforts for Construction Staking for Each Intersection with Kin,sley ITEM Principal $180.00 RPLS $130.00 SIT $90.00 CADD $81.00 Survey crew $140.00 Hrs Cost Recovery and verification of survey controls 1 4 5 $650.00 Preparation of staking data 3 3 $270.00 Construction staking in the field 2 20 22 $2,980.00 QC/QA 3 3 $390.00 Project Management 0 $0.00 Total Hrs 0 3 6 0 24 25 Total Cost $4,290.00 Level of Efforts for Construction Staking for Kirby & Discovery Bay ITEM Principal $180.00 RPLS $130.00 SIT $90.00 CADD $81.00 Survey crew $140.00 Hrs Cost Recovery and verification of survey controls 1 4 5 $650.00 Preparation of staking data 2 2 $180.00 Construction staking in the field 1 16 17 $2,330.00 QC/QA 2 2 $260.00 Project Management 0 $0.00 Total Hrs 0 2 4 0 20 19 Total Cost $3,420.00 April8, 2021 Proposal for Survey Page No. 9 Level of Efforts for Construction Staking for Business Center Dr ITEM Principal $180.00 RPLS $130.00 SIT $90.00 CADD $81.00 Survey crew $140.00 Hrs Cost Recovery and verification of survey controls 1 4 5 $650.00 Preparation of staking data 3 3 $270.00 Construction staking in the field 2 20 22 $2,980.00 QC/QA 3 3 $390.00 Project Management 0 $0.00 Total Hrs 0 3 6 0 24 25 Total Cost $4,290.00 Level of Efforts for Construction Staking for Memorial Hermann ITEM Principal $180.00 RPLS $130.00 SIT $90.00 CADD $81.00 Survey crew $140.00 Hrs Cost Recovery and verification of survey controls 0.5 1 1.5 $185.00 Preparation of staking data 1 1 $90.00 Construction staking in the field 0.5 6 6.5 $885.00 QC/QA 1 1 $130.00 Project Management 0 $0.00 Total Hrs 0 1 2 0 7 7.5 Total Cost $1,290.00 April 8, 2021 Proposal for Survey Page No. 4 FEE & SCHEDULE: Estimated fees for above described works are listed below. Details of level of efforts for each item of work for each intersection/segment are shown in the attached pages. ID Intersections/Segments Total Length (feet) Fees (lump sum) Item-1 Item-2 Item-3 Item-4 Total Topographic Survey ROW Survey Parcel Map & Metes- bounds Construction Staking 1 Kingsley Dr @ Regents Bay 2,000 $11,274.00 $5,502.00 $4,290.00 $21,066.00 2 Kingsley Dr. @ Trinity Bay 2,000 $11,274.00 $5,502.00 $4,290.00 $21,066.00 3 Kirby Dr. @ Discovery Bay 1,500 $9,462.00 $4,458.00 $3,420.00 $17,340.00 4 Business Center Dr. 2,200 $11,090.00 $5,642.00 $7,500.00^ $4,290.00 $28,522.00 5 Memorial Hermann Dr. 500 $3,596.00 $3,048.00 $1,290.00 $7,934.00 Total 8,200 $46,696.00 $24,152.00 $7,500.00 $17,580.00 $95,928.00 ^ calculated for 3 parcels for rate of $2500 for each parcel. This rate can be used for any more parcels within the limit of survey for all locations Please refer to the attached tables for details on Level of Efforts We estimate to complete Items 1 to 3 in 4 to 8 weeks upon notice to proceed and additional 2 to 3 weeks to complete Item 4 once design drawing is provided with locations of the proposed features to be staked in the field. We appreciate this opportunity to submit this proposal. If you need further information, please do not hesitate to contact me. Regards, Shaheen Chowdhury, P.E., R.P.L.S. President GARG= DESIGN SOLUTIONS Attachment A - Scope of Work Memorial Hermann Drive and Business Center Drive Roundabout Concept Design and Graphics Traffic Engineers, Inc. 4/8/2021 The scope of work is presented in the following elements. I. Project Description II. Scope of Services III. Additional Services IV. Project Understanding, Assumptions, and Exclusions V. Time of Performance VI. Client's Responsibilities VII. Deliverables VIII. Compensation I. Project Description Barge Design Solutions, Inc. (Barge) is pleased to submit this proposal to Traffic Engineers, Inc. (TEI) to provide concept design services and graphic rendering for a roundabout concept at the intersection of Memorial Hermann Drive and Business Center Drive in the City of Pearland, Texas. The City of Pearland has requested TEI prepare an access management plan along Business Center Drive as well as a roundabout concept at the afore mentioned intersection. The intention of the roundabout at this location is to provide a safe location for vehicles to perform u-turn movements to access W. Broadway Street when leaving the adjacent shopping centers. TEI or the City will provide Current traffic counts and future traffic projections to support the conceptual design efforts for the roundabout. II. Scope of Services Barge proposes the following Scope of Services related to the above -noted items. 1. Concept Analysis and Design Barge proposes to prepare a conceptual layout of a modern roundabout at the intersection of Memorial Hermann Drive and Business Center Drive. It is anticipated that the intersection will require a multi -lane roundabout. Laneage and size of the roundabout will be based on intersection analysis to be performed by Barge utilizing design turning movement volumes to be provided by TEI. Concept plans will include a horizontal geometric layout including pavement markings, edge of pavement and curb sketched on aerial mapping and/or survey of the intersection as provided by the City or TEI. Conceptual design will include no vertical design, profiles, drainage, or utility design. A typical cross section, including pedestrian and bicycle elements will be included on the layouts. Attachment A Memorial Hermann and Business Center Drive Concept Design April 8, 2021 Page 1 of 3 2. Graphic Rendering Barge proposes to prepare a graphical rendering of the concept design. This rendering will be based on the conceptual design of a quality that will make it a vital tool to show the City Council and the Public as needed. 3. Video Rendering Barge proposes to prepare 3 video renderings of the preferred option as well. Said video rendering will follow the travel path of a vehicle as it maneuvers through the roundabout, one video per approach. 4. Meetings Barge will provide general coordination and attend meetings, virtually, as required. Barge anticipates one (1) visit in person to assist with discussions with City Council and/or City Staff. III. Additional Services If services beyond the tasks outlined in Section II are required, this work can be completed utilizing a supplemental agreement to this agreement at that time. IV. Project Understandings, Assumptions, and Exclusions 1. Barge will provide the above -noted services based upon a given set of assumptions. These assumptions are as follows. 1. Barge will have access to the site and adjoining areas, as required. 2. Permit, recording fees, etc., are to be paid by the Client/Owner. 3. Client will provide the information outlined in Section VI. 4. One concept layout will be provided. Developing additional concept layouts or providing concept layout iterations will be considered an additional service. 5. Construction budget for items listed in our scope of services is unknown at this time; Barge will strive to work with the Client in the establishment of this budget but cannot be held responsible as to whether the yet -undefined budget is achieved. 6. Schedule is dependent upon the timely receipt of critical information. Information to be provided by others will be received in a timely manner that corresponds to the project schedule. If the information is not received in a timely manner, then additional design fees may be required. 7. Public meetings are not required. 8. The scope of services defined in Section II does not include development of documents, details, specifications, or any other similar work that could be used to obtain bids or proposals. V. Time of Performance Barge is prepared to begin work immediately upon receipt of a notice to proceed and critical information from the Client. For planning purposes, Barge has prepared the following milestone schedule. Attachment A Memorial Hermann and Business Center Drive Concept Design April 8, 2021 Page 2 of 3 Tasks Duration Concept Design 2 weeks Renderings 3 weeks Meetings As needed Barge and Client are aware that many factors outside Barge's control may affect Barge's ability to complete the services to be provided under this Agreement. Barge will perform these services with reasonable diligence and expediency, consistent with sound professional practices. VI. Client's Responsibilities Barge strives to work closely with our clients. For the project team to function efficiently, certain information is needed to be provided by the Client and other interested stakeholders in a timely manner. These items and responsibilities are noted below. A. Provide information as required to support development of Barge's scope, as required in the project agreement for services. B. Items to be provided by the Client include: a. Current traffic numbers. b. Traffic projections and/or growth rates and/or other information necessary to use in determining future conditions. c. Crash data at the project intersection d. Aerial mapping and/or survey for use in preparation of the concept layout C. Provide review comments in a timely manner. D. Provide single point of contact for project coordination purposes. VII. Deliverables The following is a list of documents that will be produced as a part of this effort. A. Preferred Concept Layout B. Graphic Rendering C. Video Rendering VIII. Compensation The compensation to be paid to Barge for providing requested services is provided in the Fee Summary Table below. Fee Summary Table Items Fee Type Fee Amount 1. Concept Design LS $ 7,500.00 2. Graphic Rendering LS $ 4,500.00 3. Video Rendering LS $ 10,000.00 4. Meetings LS $ 500.00 TOTAL LS $ 22,500.00 In the event additional work or meetings are requested by the client, this work can be supplemented by way of an agreed upon supplemental agreement between Barge and TEI. Attachment A Memorial Hermann and Business Center Drive Concept Design April 8, 2021 Page 3 of 3 P 0 Box 5280 Pasadena, Texas 77508 CJ Hens Associat Specializing in Traffic Data Collection Bradley Eaves , TX Account Number 0052 Quote Number 2021-00291 Issue Date 4/5/2021 Due Date 7/4/2021 Date Project/Item Shipping Time/QTY Price Taxes Total 4/5/2021 TMC-14 hour weekday 4/5/2021 TMC-14 hour weekday -additional setup needed 4/5/2021 TMC-12 hour Saturday 4/5/2021 TMC-12 hour Saturday -additional setup needed None None None None 13 675.00 8,775.00 4 775.00 3,100.00 13 625.00 8,125.00 4 775.00 3,100.00 Net 90 Sub -Total: $23,100.000 Total: $23,100.000 Balance Owing: $23,100.000 QUOTE ONLY TMC-Weekday and Saturday at 17 locations in Pearland 14-hour (6:00 AM-8:OOPM) (including ped/bikes) 12-hou(8:OOAM-8:00PM) on Saturday- (including ped/bikes) Shadow Creek Parkway at FM 521 Shadow Creek Parkway at Trinity Bay Drive Shadow Creek Parkway at Kingsley Drive Shadow Creek Parkway at Reflection Bay Drive Shadow Creek Parkway at Kirby Drive-2 SETUPS Shadow Creek Parkway at Business Center Drive Shadow Creek Parkway at Market Place Blvd Shadow Creek Parkway at SH 288 SBFR-2 SETUPS Shadow Creek Parkway at SH 288 NBFR-2 SETUPS Kingsley Dr at Regents Bay Dr Kingsley Dr at Trinity Bay Dr Kirby Dr at Discovery Bay Dr Business Center Dr at Memorial Hermann Dr Access Management Mod1 Access Management Mod2 Access Management Mod3 FM 518 at Business Center Drive-2 SETUPS Page 1 of 1 April 27, 2021 Traffic Engineers, Inc. 8323 Southwest Freeway Suite 200 Houston, Texas 77074 Attn: Mr. Bradley Eaves P: (713) 270-8145 E: brade@trafficengineers.com Re: Cost Estimate for Geotechnical Engineering Services Pearland Traffic Signals and Intersection Modifications Kinsley Drive, Kirby Drive and Business Center Drive Pearland, Texas Terracon Document No. P91215048 Dear Mr. Eaves: lierracon We appreciate the opportunity to submit this proposal to Traffic Engineers, Inc. (TEI) to provide Geotechnical Engineering services for the above referenced project. The following are exhibits to the attached Agreement for Services. Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Project Understanding Scope of Services Compensation and Project Schedule Site Location Anticipated Exploration Plan Our base fee to perform the Scope of Services described in this proposal is $11,400. See Exhibit C for more details of our fees and consideration of additional services. Your authorization for Terracon to proceed in accordance with this proposal can be issued by signing and returning a copy of the attached Agreement for Services to our office. If you have any questions, please do not hesitate to contact us. Sincerely, Terracon Consultants, Inc. (Texas Firm Registration No.: F-3272) Joshua C. Miles, P.E. Department Manager &-q Greg J. Klein, P.E. Principal Terracon Consultants, Inc. 551 League City Parkway, Suite F League City, Texas 77573 P [2811 557 2900 F [281] 557 2990 terracon.com Environmental Facilities Geotechnical Materials lierracon Reference Number P91215048 AGREEMENT FOR SERVICES This AGREEMENT is between Traffic Engineers, Inc. ("Client") and Terracon Consultants, Inc. ("Consultant") for Services to be provided by Consultant for Client on the Pearland Traffic Signals project ("Project"), as described in Consultant's Proposal dated 04/27/2021 ("Proposal"), including but not limited to the Project Information section, unless the Project is otherwise described in Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement). 1. Scope of Services. The scope of Consultant's services is described in the Proposal, including but not limited to the Scope of Services section ("Services"), unless Services are otherwise described in Exhibit B to this Agreement (which section or exhibit is incorporated into this Agreement). Portions of the Services may be subcontracted. When Consultant subcontracts to other individuals or companies, then consultant will collect from Client on the Subcontractors' behalf. Consultant's Services do not include the investigation or detection of, nor do recommendations in Consultant's reports address the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant safety issues, such as vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software, Client will execute a separate software license agreement. Consultant's findings, opinions, and recommendations are based solely upon data and information obtained by and furnished to Consultant at the time of the Services. 2 Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client's request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement. Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party. Either party may terminate this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees earned to the date of termination plus reasonable costs of closing the Project. 3. Change Orders. Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so requests, Consultant will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the requested changes. Following Client's review, Client shall provide written acceptance. If Client does not follow these procedures, but instead directs, authorizes, or permits Consultant to perform changed or additional work, the Services are changed accordingly and Consultant will be paid for this work according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to Consultant at the time of proposal, Consultant is entitled to a change order equitably adjusting its Services and fee. 4. Compensation and Terms of Payment. Client shall pay compensation for the Services performed at the fees stated in the Proposal, including but not limited to the Compensation section, unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is incorporated into this Agreement). If not stated in either. fees will be according to Consultant's current fee schedule. Fee schedules are valid for the calendar year in which they are issued. Fees do not include sales tax. Client will pay applicable sales tax as required by law. Consultant may invoice Client at least monthly and payment is due upon receipt of invoice. Client shall notify Consultant in writing, at the address below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed portion. Client shall pay a finance fee of 1.5% per month, but not exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older. Client agrees to pay all collection -related costs that Consultant incurs, including attorney fees. Consultant may suspend Services for lack of timely payment. It is the responsibility of Client to determine whether federal, state, or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage from that point forward, as well as a retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also agrees to defend, indemnify, and hold harmless Consultant from any alleged violations made by any governmental agency regulating prevailing wage activity for failing to pay prevailing wages, including the payment of any fines or penalties. 5. Third Party Reliance. This Agreement and the Services provided are for Consultant and Client's sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product is limited to Client, and is not intended for third parties other than those who have executed Consultant's reliance agreement, subject to the prior approval of Consultant and Client. 6. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING CONSULTANT'S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE GREATER OF $50,000 OR CONSULTANTS FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANT'S SERVICES OR THIS AGREEMENT. PRIOR TO ACCEPTANCE OF THIS AGREEMENT AND UPON WRITTEN REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIONAL CONSIDERATION IN THE FORM OF A SURCHARGE TO BE ADDED TO THE AMOUNT STATED IN THE COMPENSATION SECTION OF THE PROPOSAL. THIS LIMITATION SHALL APPLY REGARDLESS OF AVAILABLE PROFESSIONAL LIABILITY INSURANCE COVERAGE, CAUSE(S), OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT'S COMMERCIAL GENERAL LIABILITY POLICY. 7. Indemnity/Statute of Limitations. Consultant and Client shall indemnify and hold harmless the other and their respective employees from and against legal liability for claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are legally determined to be caused by their negligent acts, errors, or omissions. In the event such claims, losses, damages, or expenses are legally determined to be caused by the joint or concurrent negligence of Consultant and Client, they shall be borne by each party in proportion to its own negligence under comparative fault principles. Neither party shall have a duty to defend the other party, and no duty to defend is hereby created by this indemnity provision and such duty is explicitly waived under this Agreement. Causes of action arising out of Consultant's Services or this Agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of Consultant's substantial completion of Services on the project. 8 Warranty. Consultant will perform the Services in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions in the same locale. EXCEPT FOR THE STANDARD OF CARE PREVIOUSLY STATED, CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANTS SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Insurance. Consultant represents that it now carries, and will continue to carry: (i) workers' compensation insurance in accordance with the laws of the states having jurisdiction over Consultant's employees who are engaged in the Services, and employer's liability insurance ($1,000,000); (ii) commercial general liability insurance ($1,000,000 occ / $2,000,000 egg); (iii) automobile liability insurance ($1,000,000 B.I. and P.D. combined single Page 1 of 2 Rev. 3-20 lierracon Reference Number P91215048 limit); and (iv) professional liability insurance (S1,000,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant shall waive subrogation against the other party on all general liability and property coverage. 10. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES. 11. Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that Consultant has violated the standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to Consultant and the parties shall endeavor to resolve the dispute within 30 days, after which Client may pursue its remedies at law. This Agreement shall be governed by and construed according to Texas law. 12. Subsurface Explorations. Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits, or other exploratory services. Client understands Consultant's layout of boring and test locations is approximate and that Consultant may deviate a reasonable distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included in the Services. 13. Testing and Observations. Client understands that testing and observation are discrete sampling procedures, and that such procedures indicate conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to reduce - not eliminate - project risk. Client shall cause all tests and inspections of the site, materials, and Services performed by Consultant to be timely and properly scheduled in order for the Services to be performed in accordance with the plans, specifications, contract documents, and Consultant's recommendations. No claims for loss or damage or injury shall be brought against Consultant by Client or any third party unless all tests and inspections have been so performed and Consultant's recommendations have been followed. Unless otherwise stated in the Proposal, Client assumes sole responsibility for determining whether the quantity and the nature of Services ordered by Client is adequate and sufficient for Client's intended purpose. Client is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these Services. Consultant is not responsible for damages caused by Services not performed due to a failure to request or schedule Consultant's Services. Consultant shall not be responsible for the quality and completeness of Client's contractor's work or their adherence to the project documents, and Consultant's performance of testing and observation services shall not relieve Client's contractor in any way from its responsibility for defects discovered in its work, or create a warranty or guarantee. Consultant will not supervise or direct the work performed by Client's contractor or its subcontractors and is not responsible for their means and methods. The extension of unit prices with quantities to establish a total estimated cost does not guarantee a maximum cost to complete the Services. The quantities, when given, are estimates based on contract documents and schedules made available at the time of the Proposal. Since schedule, performance, production, and charges are directed and/or controlled by others, any quantity extensions must be considered as estimated and not a guarantee of maximum cost. 14. Sample Disposition, Affected Materials, and Indemnity. Samples are consumed in testing or disposed of upon completion of the testing procedures (unless stated otherwise in the Services). Client shall furnish or cause to be furnished to Consultant all documents and information known or available to Client that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated materials ("Affected Materials") at or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client agrees that Consultant is not responsible for the disposition of Affected Materials unless specifically provided in the Services, and that Client is responsible for directing such disposition. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected Materials. Client shall have the obligation to make all spill or release notifications to appropriate governmental agencies. The Client agrees that Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site and Consultant shall not be responsible for any claims, losses, or damages allegedly arising out of Consultant's performance of Services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of Affected Materials under federal, state, or local law or ordinance. 15. Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant's property. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole property of Consultant. Files shall be maintained in general accordance with Consultant's document retention policies and practices. 16. Utilities. Unless otherwise stated in the Proposal, Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to subterranean structures or utilities that are not called to Consultant's attention, are not correctly marked, including by a utility locate service, or are incorrectly shown on the plans furnished to Consultant. 17. Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any other parties, including Client, Client's contractors, subcontractors, or other parties present at the site. In addition, Consultant retains the right to stop work without penalty at any time Consultant believes it is in the best interests of Consultant's employees or subcontractors to do so in order to reduce the risk of exposure to the coronavirus. Client agrees it will respond quickly to all requests for information made by Consultant related to Consultant's pre -task planning and risk assessment processes. Client acknowledges its responsibility for notifying Consultant of any circumstances that present a risk of exposure to the coronavirus or individuals who have tested positive for COVID-19 or are self -quarantining due to exhibiting symptoms associated with the coronavirus. Consultant: Terracon Consultants, Inc. Client: By: j. t- /' 1 ' i- Date: 4/27/2021 By: Joshua C. Miles, P.E. / Geotechnical Name/Title: Name/Title: Department Manager Address: 551 W League City Pkwy Ste F Address: League City, TX 77573-5463 Phone: (281) 557-2900 Fax: (281) 557-2990 Phone: Email: Josh.Miles'terracon.com Email: Traffic Engineers, Inc. Date: Fax: Page 2 of 2 Rev. 3-20 Cost Estimate for Geotechnical Engineering Services Pearland Traffic Signals and Intersection Modifications Pearland, Texas April 27, 2021 Terracon Document No. P91215048 EXHIBIT A - PROJECT UNDERSTANDING lierracon Our Scope of Services is based on our understanding of the project as described by TEI. We have not visited the project site to confirm the information provided. Aspects of the project, undefined or assumed, are highlighted as shown below. We request the design team verify this information prior to our initiation of field exploration activities. Site Location Item Description Project location Existing improvements New traffic light signals are planned along Kinsley Drive at Regents Bay Drive and Trinity Bay Drive along with a third signal planned along Kirby Drive at Discovery Bay Drive in Pearland, Texas. Intersection modifications (paving) are also planned at Business Center Drive and Memorial Hermann Drive in Pearland, Texas. (See Exhibit D) Pavement and driveways. Current ground cover Hot -mix asphaltic concrete roadways with grassed shoulders. Existing topography Site access Relatively level. We expect the site and exploration locations are accessible with our truck - mounted drilling equipment during normal business hours. Planned Construction Item Description Information provided Project description Planned foundation system Pavements A site location and project description were provided by the client on April 12, 2021. The project is planned to include the following: Three new traffic signals: The traffic signal foundations would not exceed 25 feet in depth. Traffic signals loads are unknown at this time. Intersection modifications (paving): recommendation for the pavement section to be used for intersection improvements including widening for an additional turning lane. Drilled straight -shaft foundations or drilled-and-underreamed footings. We assume both rigid (concrete) and flexible (asphalt) pavement sections will be considered. The traffic volume and functional classification of the roadways at the pavement modification area has not been provided. Responsive • Resourceful Reliable EXHIBIT A - PROJECT UNDERSTANDING 1 of 1 Cost Estimate for Geotechnical Engineering Services Pearland Traffic Signals and Intersection Modifications Pearland, Texas April 27, 2021 Terracon Document No. P91215048 EXHIBIT B - SCOPE OF SERVICES lierracon Our proposed Scope of Services consists of field exploration, laboratory testing, and engineering/project delivery. These services are described in the following sections. Field Exploration The field exploration program consists of the following borings: Planned Location Traffic Signals Intersection Modifications Total Number of Borings 3 2 5 1 Below grade at the time of our field program. Planned Boring Depth (feet) 30 5 100 Layout and Elevations: We anticipate the client will provide staking/layout and the elevation of the exploration locations. Subsurface Exploration Procedures: We will advance soil borings with a truck -mounted drill rig using solid stem auger and wash rotary drilling methods. Samples in the traffic signal borings will be obtained continuously in the upper 12 feet of each boring and at intervals of 5 feet thereafter. Two to three samples will be collected in the pavement borings depending on ground cover at the boring location. Soil sampling is typically performed using open -tube and/or split -barrel sampling procedures. The split -barrel samplers are driven in accordance with the standard penetration test (SPT). The samples will be placed in appropriate containers, taken to our soil laboratory for testing, and classified by a Geotechnical Engineer. In addition, we will observe and record groundwater levels during drilling and sampling and one day after completion of the boring. Our exploration team will prepare field boring logs as part of standard drilling operations including sampling depths, penetration distances, and other relevant sampling information. Field logs include visual classifications of materials observed during drilling, and our interpretation of subsurface conditions between samples. Final boring logs, prepared from field logs, represent the Geotechnical Engineer's interpretation, and include modifications based on observations and laboratory tests. Property Disturbance: We will backfill borings with auger cuttings upon completion and patch the surface with ready -mix asphaltic concrete products. Our services do not include repair of the site beyond backfilling our boreholes. Excess auger cuttings will be dispersed in the general vicinity of the borehole. Because backfill material often settles below the surface after a period, we recommend boreholes to be periodically checked and backfilled, if necessary. We can provide Responsive i resourceful , Reliable EXHIBIT B - SCOPE OF SERVICES 1 of 4 Cost Estimate for Geotechnical Engineering Services Pearland Traffic Signals and Intersection Modifications Pearland, Texas April 27, 2021 Terracon Document No. P91215048 lrerracon this service, or grout the boreholes for additional fees, at your request. Although not anticipated for the proposed exploration locations, mobilization of the drill can result in rutting of the ground surface which can be worsened during periods of wet ground conditions. We have not budgeted for restoration of ground surface or any revegetation. Site Access: Terracon must be granted access to the site by the property owner. By acceptance of this cost estimate, without information to the contrary, we consider this as authorization to access the property for conducting field exploration in accordance with the scope of services. Traffic Control Since the borings will be located on existing pavements, we anticipate that traffic control will be needed during our field activities. We plan to arrange for traffic control, which will consist of cones, signs, and flaggers provided by a subcontractor familiar with local traffic safety ordinances. Safety Terracon is not aware of environmental concerns at this project site that would create health or safety hazards associated with our exploration program; thus, our Scope considers standard OSHA Level D Personal Protection Equipment (PPE) appropriate. If additional safety requirements, training, etc. are required to access this site to perform our services, Terracon should be notified to so that we may adjust our Scope of Services and estimated fees, if necessary. Our Scope of Services does not include environmental site assessment services, but identification of unusual or unnatural materials encountered while drilling will be noted on our logs and discussed in our report. Exploration efforts require borings (and possibly excavations) into the subsurface, therefore Terracon will comply with Texas 811, a free utility locating service, to help locate public utilities within dedicated public easements. We will consult with the owner/client regarding potential utilities, or other unmarked underground hazards. Based upon the results of this consultation, we will consider the need for alternative subsurface exploration methods, as the safety of our field crew is a priority. Private utilities should be marked by the owner/client prior to commencement of field exploration. Terracon will not be responsible for damage to private utilities not disclosed to us. If the owner/client is unable to accurately locate private utilities, Terracon can assist the owner/client by coordinating or subcontracting with a private utility locating service. Fees associated with the additional services are not included in our current Scope of Services and will be forwarded to our client for approval prior to initiating, if requested. The detection of underground utilities is dependent upon the composition and construction of the utility line; some utilities are comprised of non -electrically conductive materials and may not be readily detected. The use of a private utility locate service would not relieve the owner of their responsibilities in identifying private underground utilities. Responsive « Resourceful s Reliable EXHIBIT B - SCOPE OF SERVICES 2 of 4 Cost Estimate for Geotechnical Engineering Services Pearland Traffic Signals and Intersection Modifications Pearland, Texas April 27, 2021 Terracon Document No. P91215048 lrerracon Consultant will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any third parties, including Client's contractors, subcontractors, or other parties present at the site. In addition, Consultant retains the right to stop work without penalty at any time Consultant believes it is in the best interests of Consultants employees or subcontractors to do so in order to reduce the risk of exposure to the coronavirus. Client agrees it will respond quickly to all requests for information made by Consultant related to Consultant's pre -task planning and risk assessment processes. Client acknowledges its responsibility for notifying Consultant of any circumstances that present a risk of exposure to the coronavirus or individuals who have tested positive for COVID-19 or are self - quarantining due to exhibiting symptoms associated with the coronavirus. Laboratory Testing The project engineer will review field data and assign laboratory tests. Based on our understanding of the project, assigned tests may include the following. Moisture content Unit dry weight Atterberg limits Percent finer than No. 200 Sieve Unconfined compressive strength Our laboratory testing program includes examination of soil samples by an engineer. Based on the results of our field and laboratory programs, we will describe and classify soil samples in accordance with the Unified Soil Classification System (USCS). Engineering and Project Delivery Results of our field and laboratory programs will be evaluated by a professional engineer. The engineer will develop a geotechnical site characterization, perform the engineering calculations necessary to evaluate foundation alternatives, and develop appropriate geotechnical engineering design criteria for earth -related phases of the project. Your project will be delivered using our GeoReport" system. Upon initiation, we provide you and your design team the necessary link and password to access the website (if not previously registered). Each project includes a calendar to track the schedule, an interactive site map, a listing of team members, access to the project documents as they are uploaded to the site, and a collaboration portal. The typical delivery process includes the following: Project Planning — Proposal information, schedule and anticipated exploration plan will be posted for review and verification Site Characterization — Findings of the site exploration Geotechnical Engineering — Recommendations and geotechnical engineering report Responsive Resourceful Reliable EXHIBIT B- SCOPE OF SERVICES 3 of 4 Cost Estimate for Geotechnical Engineering Services Pearland Traffic Signals and Intersection Modifications Pearland, Texas April 27, 2021 Terracon Document No. P91215048 lierracon When utilized, our collaboration portal documents communication, eliminating the need for long email threads. This collaborative effort allows prompt evaluation and discussion of options related to the design and associated benefits and risks of each option. With the ability to inform all parties as the work progresses, decisions and consensus can be reached faster. In some cases, only minimal uploads and collaboration will be required, because options for design and construction are limited or unnecessary. This is typically the case for uncomplicated projects with no anomalies found at the site. When services are complete, we upload a printable version of our completed geotechnical engineering report, including the professional engineer's seal and signature, which documents our services. Previous submittals, collaboration and the report are maintained in our system. This allows future reference and integration into subsequent aspects of our services as the project goes through final design and construction. The geotechnical engineering report will provide recommendations for the following: Boring logs with field and laboratory data Stratification based on visual soil classification Groundwater levels observed during and after the completion of drilling Site Location and Exploration Plans Subsurface exploration procedures Description of subsurface conditions Recommended foundation engineering design parameters Subgrade preparation/earthwork recommendations Recommended pavement options and design parameters Responsive Resourceful a Reliable EXHIBIT B - SCOPE OF SERVICES 4 of 4 Cost Estimate for Geotechnical Engineering Services Pearland Traffic Signals and Intersection Modifications Pearland, Texas April 27, 2021 Terracon Document No. P91215048 lierracon EXHIBIT C - COMPENSATION AND PROJECT SCHEDULE Compensation Based upon our understanding of the site, the project as summarized in Exhibit A, and our planned Scope of Services outlined in mxhlblt E, our base fee is shown in the following table: Task Lump Sum Fee Subsurface Exploration Traffic Control (2 days, $1,625 per day) Laboratory Testing Geotechnical Consulting & Reporting $4,350 $3,250 $950 $2,850 Total: $11,400 Our Scope of Services does not include services associated with survey of boring locations, special equipment for wet/soft ground conditions, tree or shrub clearing, or repair of damage to existing landscape. If such services are desired by the owner/client, we should be notified so we can adjust our Scope of Services. Unless instructed otherwise, we will submit our invoice(s) to the address shown at the beginning of this cost estimate. If conditions are encountered that require Scope of Services revisions and/or result in higher fees, we will contact you for approval, prior to initiating services. A supplemental cost estimate stating the modified Scope of Services as well as its effect on our fee will be prepared. We will not proceed without your authorization. Project Schedule We developed a schedule to complete the Scope of Services based upon our existing availability and understanding of your project schedule. However, this does not account for delays in field exploration beyond our control, such as weather conditions, or lack of permission to access the boring locations. In the event the schedule provided is inconsistent with your needs, please contact us so we may consider alternatives. Responsive Resourceful at Reliable cxHlBi l .. UMFENSATION AND PROJECT SCHEDULE 1 of 2 Cost Estimate for Geotechnical Engineering Services Pearland Traffic Signals and Intersection Modifications Pearland, Texas April 27, 2021 Terracon Document No. P91215048 lierracon GeoReport° Delivery Posting Schedule Project Planning Site Characterization Geotechnical Engineering Report 3 working days from notice to proceed 10 to 15 working days from notice to proceed 20 to 25 working days from notice to proceed Upon receipt of your notice to proceed we will activate the schedule component of our GeoReport® website with specific, anticipated calendar days for the three delivery points noted above as well as other pertinent events such as field exploration crews on -site, etc. We will maintain a current calendar of activities within our GeoReport® website. In the event of a need to modify the schedule, the schedule will be updated to maintain a current awareness of our plans for delivery. Responsive ■ Resourceful . Reliable EXHIBIT C - COMPENSATION AND PROJECT SCHEDULE 2 of 2 EXHIBIT D -- SITE LOCATION Pearland Traffic Signals and Intersection Modifications April 27, 2021 Terracon Document No. P91215048 ,5outh'Woad Pace iiARPF NS,a ler LK cR(Lk 1IEAGE Pearland, Texas • Almeda Manor+ jr f. _.• f DIAGRAM IS FOR GENERAL LOCATION ONLY, AND IS NOT INTENDED FOR CONSTRUCTION PURPOSES lrerracon Manvel MAP PROVIDED BY MICROSOFT BING MAPS EXHIBIT E - ANTICIPATED EXPLORATION PLAN Pearland Traffic Signals and Intersection Modifications • Pearland, Texas April 27, 2021 Terracon Document No. P91215048 lFerracon sh,at'iAndri: �� p ; /`� '►� .14 -... z Goa water,Dr • �� r ,' r�0 ,� ,r. .w r,.� r.' 1 r[ }. its ear Dr! o` , �„ r,� . e�O°p r r''`• .1 ' r• ;' ��scovery Bay Dr _coo d''''�'� B 1 (30') '°' PT ) _ .' C sce��'',.. B-3 (30) tFt . g. Q�, .• b\Uf F Otll-, ""`..L ....• t ifear ... 0 . ,.: . i ,9s 0 • 0 __..^� sp f • ty ; • 64ht'Bav'St'. l ......f '0 �sV' I .rvw1.4(74; O r v • +R . IS , .wa r/�j(*„\' Bend Get¢ ) w� q r.�: `4,,, ,,,' A B-5 5' Ck'•rlake Loop- .. 1 i B-4 (5') DIAGRAM IS FOR GENERAL LOCATION ONLY, AND IS NOT INTENDED FOR CONSTRUCTION PURPOSES MAP PROVIDED BY MICROSOFT BING MAPS ACORO® �� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 06/09/2021 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 GBS Insurance Agency, Inc. 6300 West Loop S STE 220 Bellaire TX 77401 CONTACT NAME: Stephanie Gomez PHONE FAX (A/C. No. Ext): (713) 666-3601 (A/C, No): (713) 668-2473 E-MAIL ADDRESS: stephanie.gomez@gbsinsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Fire Insurance Co. 19682 INSURED (877) 715-5322 Traffic Engineers, Inc. 801 Congress Street, Ste 325 Houston TX 77002 INSURER B : Hartford Underwriters Ins Co. 30104 INSURER C : Scottsdale Insurance Company 41297 INSURERD: INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: Cert ID 10925 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 INSD BR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 61SBABD3798 11/01/202011/01/2021 EACH OCCURRENCE $ 1, 000, 000 CLAIMS -MADE X OCCUR AMAGE TO RENTED PREMSES (Ea occurrence) $ 300,000 X Contractual Liab MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES JECOT- PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE x LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY 61UECHN0123 11/01/2020 11/01/2021 COMBINED SINGLE LIMIT (Ea accdent) $ 1,000,000 BODILYINJURY(Perperson) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 61SBABD3798 11/01/2020 11/01/2021 EACH OCCURRENCE $ 2,000,000 _ AGGREGATE $ 2,000,000 X RETENTION$ 10,000 Prods/CO OPAgg $ 2,000,000 A WORKDED EMPLOYERS' TION AND EMPLOYERS' LIABILITY AND ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N N / A 61WBCAC3Y9E 11/01/2020 11/01/2021 X PERIs STATUTE IEERH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1, 000, 000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Professional Liability Retro Date: 7-23-94 JES0000046 07/23/2020 07/23/2021Per Claim Aggregate $ 2,000,000 $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Blanket Additional Insured endorsement and Primary & Non -Contributory wording apply with respect to the Auto Liability and General Liability -(including ongoing and products -completed operations hazard). Blanket Waiver of Subrogation applies with respect to the General Liability, Auto Liability and Workers Compensation policies. All policies include a blanket 30-Day NOC, except 10-Day NOC for non-payment of premium. The Umbrella follows form (over the GL, AL and WC policies). **A11 endorsements apply in favor of Certificate Holder, as required by written contract** Project #TR2103 - Intersection Improvements in Shadow Creek Ranch RTIFICATE HOLDER CANCELLATION City of Pearland Attn: Fatema Weekly 2559 Hillhouse Pearland TX 77584 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE R"'i ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: 61 UECHN0123 COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 1 of 5 The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (3) (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. E. Primary and Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. - Additional Insured If Required by Contract, the following provisions apply: (3) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (3) and (4) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or (3) Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFIN ITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HA 99 16 0312 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 5 of 5 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 Policy Number: 61SBABD3798 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. (3) Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "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; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury'. b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury', "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (3) (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (5) J. (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (3) Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you 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 Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (3) (5) (7) (c) Title of any literary or artistic work; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. — Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisement" or other content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM q. (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment -related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. g. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (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 such inspections, adjustments, tests or servicing as the vendor 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 vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor 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: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor 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. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (g) Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, architectural activities. inspection, or engineering e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, architectural activities. inspection, or engineering The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. 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. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured (3) You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (3) (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. (3) (5) Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (7) (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining Toss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product -completed operations" hazard. 7. Additional Insured — Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless 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 such inspections, adjustments, tests or servicing as the vendor 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 vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor 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: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor 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. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured — Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. — Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. g. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Page 24 of 24 Form SS 00 08 04 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 61 WBC AC3Y9E Endorsement Number: Effective Date: 11/01/20 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: TRAFFIC ENGINEERS, INC. 801 CONGRESS STREET, STE 325 HOUSTON TX 77002 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 1. ( ) Special Waiver Name of person or organization 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 (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2 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: Form WC 42 03 04 B Printed in U.S.A. Process Date: 10/12/20 Policy Expiration Date: 11/01/21