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HomeMy WebLinkAboutR2022-157 2022-08-08DocuSign Envelope ID: FEA01432-5010-4036-9BD6-F0D8CB197300 RESOLUTION NO. R2022-157 A Resolution of the City Council of the City of Pearland, Texas, authorizing a professional services contract with Leaf Engineers, for design, bid and construction phase services associated with the Natatorium Air Handler Replacement Project, in the estimated amount of $324,250.00. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract for professional services associated with the Natatorium Air Handler Replacement 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 professional services associated for the Natatorium Air Handler Replacement Project. PASSED, APPROVED and ADOPTED this the 8th day of August, A.D., 2022. DocuSigned by: J. K VE5LE MAYOR ATTEST: DocuSigned by: FreitA.U.S alutar 9SEC225^1FFF415 FRANCES AGUILAR, TRMC, MMC CITY SECRETARY APPROVED AS TO FORM: DocuSigned by: F93CAi?BBBBH F4B6 DARRIN M. COKER CITY ATTORNEY ,yy�il5��wli liar NJ /� :fir• iI DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 Exhibit A CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is entered into upon final execution by and between the City of Pearland ("CITY") and LEAF Engineers ("CONSULTANT"). The CITY engages the CONSULTANT to perform professional services for a project known and described as Natatorium Air Handling Replacement ("PROJECT"). (Project #FA2203) 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 the described Professional 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 DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 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 DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 SECTION II - PERIOD OF SERVICE This CONTRACT will be binding upon execution and end July 31, 2024. 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) 2. Additional Services shall require independent and specific authorization and shall be billed as (Not to Exceed): 3. Bid Phase Services (Hourly Not to Exceed) 4. Construction Phase Services (Hourly Not to Exceed) 5. Reimbursable Expenses (Not to Exceed) 6. Total: $264.038.00 $9,450.00 $48,262.00 $2,500.00 $324,250.00 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 Design 3 of 7 D2 Revised 04/2019 DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 performing any work or submitting any invoices for work that exceeds the fixed contract amount under any expense category. 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 - Design 4 of 7 D2 Revised 04/2019 DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 consultant(s) or in any way affect the CONSULTANT'S status as an independent contractor of the CITY. 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 11 Greenway Plaza, 22nd Floor, Houston, TX 77046. 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 DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 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. -DocuSigned by: 8/10/2022 I 8:39 AM CDT CITY OF PEARLAND, TEXAS DATE June 20, 2022 DATE Design 6 of 7 D2 Revised 04/2019 DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 House Bill 89 Verification I, Mark Madorsy (Person name), the undersigned representative (hereafter referred to as "Representative") of LEAF Engineers (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. Jf�Jic4 SIGNATURE OF REPRESENTATIV SUBSCRIBED AND SWORN TO BEFORE ME, the undersigned authority, on this Zikkday of one., , 2027 Design 7 of 7 D2 Revised 04/2019 DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 1 Greenvwy Plaza, 22°" Floor Houston; . Texas 77046-11;)4 Phone: "7131940-3300 v,w. ,EA1engineers.com June 17, 2022 via email Ms. Morgan Early Project Manager, Engineering & Capital Projects LEAF City of Pearland ENGINEERS 2016 Old Alvin Rd, Pearland, TX 77581 RE: Proposal for City of Pearland Rec Center Natatorium Dehumidification System Replacement Dear Morgan, LEAF Engineers is thankful for the opportunity to provide this fee proposal for the Rec Center Natatorium Dehumidification System Replacement. This letter will serve as our scope of work summary and fee proposal. Project Scope Description: 1. Provide a complete set of plans suitable for permit, bidding, and construction for the removal and replacement of the existing rec center natatorium dehumidification system units 2. Based on results of preliminary engineering report, replacement units (2) will be hydronic style incorporating air-cooled chillers in the existing service yard and gas - fired boilers in the existing main mechanical room in lieu of existing packaged DX style 3. Existing fabric duct system to remain in service; design will include temporary dehumidification units to provide basic level of climate control during equipment change over PROFESSIONAL SERVICES: BASIC SERVICES: The Consultant shall render the following professional engineering services to the OWNER in connection with the construction of the Project. Preliminary Design Phase Services 1. Data Collection a. Attend Design Kick -Off meeting with City. i. Review City informational resources and plan to obtain these. ii. Discuss objectives of project and adjacent projects. b. Procure additional data as required through field investigation of the existing facility and review of record drawings. Design Phase Services 1. Prepare Construction Plans and Specifications DocuSign Envelope ID: 77035C00-141 E-4A2A-BD7B-A64E61 B3E074 Ms. Morgan Early City of Pearland Page 2 of 4 2. Submit for review detailed construction plans at 60% & 90% (along with specifications form at 60% - include bid form & completed "front end documents" at 90%). 3. Attend final technical review committee meeting at 95% 4. Submit plans for City Engineer's signature. 5. Prepare bid sets for distribution via the City's e -bid system Bid Phase Services 1. Chair pre -bid meeting and attend the Bid Opening 2. Respond in writing to questions from bidders and prepare addenda as necessary. 3. Assist with design of Bid Proposal 4. Prepare Engineer's Recommendation of Award Letter that includes the following required content: a. Check for math errors and reconcile any mathematical discrepancies b. Review for unbalance bid items c. Certified Bid Tabulation including Engineer's estimate d. Review of contractor's financial standing and references provided e. Explanation of discrepancies between the Engineer's estimate and bids f. Recommendation to award 5. Produce and transmit to selected contractor five (5) sets of project manuals ready for execution with City's Notice of Intent to Award (NOI) 6. Produce and transmit to selected contractor one (1) full size plan set 7. Produce and transmit to the City of Pearland two (2) sets of project manuals and two (2) full size plan sets Construction Phase Services 1. Construction Administration a. Attend pre -construction meeting to provide information & answer questions b. Attend monthly progress meetings with Construction Manager, Contractor & City of Pearland c. Review & comment on Construction's submittals, RFIs, RCOs including coordination with Construction Manager on Change Directives & Change Orders using the City of Pearland's Pro Trak system d. Review & approve monthly pay applications coordinating with Construction Manager using the City of Pearland's Pro Trak system e. Provide interpretive guidance for Contractor, Construction Manager in resolution of problems f. Coordinate with Construction Manager to review progress of work for Substantial Completion; with production of punch list; substantiation that DocuSign Envelope ID: 77035C00-141 E-4A2A-BD7B-A64E61 B3E074 Ms. Morgan Early City of Pearland Page 3 of 4 items are completed; and issue both Certificate of Substantial Completion & Final Acceptance g. Provide Record Drawings from Contractor's As-Builts in electronic format (CD) & hard copy format 2. Project Close Out a. Provide support services as needed during the project close out process. b. Obtain and review close out submittal from the contractor for completeness before transmitting to the city which include but are not limited to: i. Contractor's red lines and as -built notes ii. Warranty information iii. Operating Manuals iv. Start up and testing reports v. As -Built record drawings (in hard copy and digital format) 3_ Issue Final Completion and Acceptance letter to the City recommending acceptance. FEES: LEAF Engineers will perform the professional services on the above referenced project for a fee of $321,750 plus reimbursable expenses related to printing and permitting authority plan approvals. Reimbursable expenses will be billed with a 1.0 multiplier (straight pass through without markup) and are not expected to exceed $2,500 for this project. Total maximum not to exceed fee for this project is $324,250 Fee Breakdown: a. Design Phase Services (Lump Sum) $264,038 b. Bid Phase Services (Hourly not to exceed) $9,450 c. Construction Phase Services (Hourly not to exceed) $48,262 d. Reimbursable Expenses (Not to exceed) $2,500 TOTAL Level of Effort Table: $324,250 Engineering Personnel Category Hourly Billing Rate Estimated Man -Hours Project Manager/Director $195 198 Mechanical Engineer $210 280 Mechanical Designer $140 115 Mechanical Draftsman $110 118 Electrical Engineer $200 51 Electrical Designer $135-$160 70 Electrical Draftsman $115-$135 38 Plumbing Engineer $180 24 Plumbing Designer $130 44 Principal Engineer $285 26 Fire Protection Engineer $190 25 Fire Protection Designer $120 35 Architect (PBK Architects) $175 129 Structural Engineer (Kubala Engineers) $190 63 Administrative Support $95 125 DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 Ms. Morgan Early City of Pearland Page 4 of 4 Construction $165 140 Administrator Project Schedule: Project Phase Activity Duration Schematic Design 15 days Design Development 25 days Construction Documents 90 days Bidding and Negotiation 60 days Construction Phase 240 days Close Out 60 days Total 490 days Exclusions: Air Sampling/Air Monitoring Services, Asbestos Abatement, Utility Site Surveys, Mechanical Testing and Balancing Services, and Commissioning Please review this document and let me know what questions or comments the city may have regarding the proposal, professional fees, and services to be provided. There will be no additional services without prior written consent and authorization from the City of Pearland. Sincerely, LEAF Engineers Signature, ar, P.E., CxAQED AP BD+C DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2022-901171 Date Filed: 06/20/2022 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. LEAF Engineers Houston, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Pearland 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. FA2203 Natatorium Air Handling Replacement - MEP Design Services 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Boggio, Dan Houston, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Mark Madorsky , and my date of birth is January 25. 1966 . My address is 11 Greenway Plaza, Suite -L510 , Houston ,Texas, 77046 , USA (street) I declare under penalty of perjury that the foregoing is true and correct. Executed in Harris County, State (city) (state) (zip code) (country) of Texas , on the 20thday of June 20 — . , (month) (year) Signature of authorized agent of contracting siness entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.191b5cdc DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2022-901171 Date Filed: 06/20/2022 Date Acknowledged: 06/22/2022 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. LEAF Engineers Houston, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Pearland 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. FA2203 Natatorium Air Handling Replacement - MEP Design Services 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Boggio, Dan Houston, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is , and my date of birth is , My address is , , , (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of , on the day of , 20 . (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.191b5cdc DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 / A� o® CERTIFICATE OF LIABILITY INSURANCE /DD/Y DATE (MM/DDIYYYY) DATE 2022 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 Arthur J. Gallagher Risk Management Services, Inc. 2618 Broadway St Pearland TX 77581 CONTACT NAME: PHONE FA (A/C, No, Ext): 281-485-7500 (A/C, No): 281-485-6933 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Continental Casualty Company 20443 INSURED PBKARCH-01 PBK Architects dba LEAF Engineers 11 Greenway Plaza, Suite 2210 Houston, TX 77046-1104 INSURER B : LM Insurance Corporation 33600 INSURERC: Liberty Mutual Fire Insurance Company 23035 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 2107601819 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 INSD DDL NSD SwUBR VD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY TB5-Z91-472898-022 4/25/2022 4/25/2023 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE X LIMIT APPLIES INT- PER: GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ C AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY AS2-Z91-472898-032 4/25/2022 4/25/2023 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE TH7-Z91-472898-052 4/25/2022 4/25/2023 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED X RETENTION $ 10 000 $ g WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N / A WC5-Z91-472898-012 4/25/2022 4/25/2023 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Professional Liability Claims Made Form AEH591912035 8/1/2021 8/1/2022 Each Claim Aggregate $5,000,000 $10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The General Liability and Auto policy includes a Blanket additional insured endorsement that provides additional insured status only when there is a written contract, agreement or permit between the named insured and the certificate holder that requires such status. The General Liability, Auto, Professional Liability and Workers Compensation policy includes a Blanket waiver of subrogation endorsement that provides this feature only when there is a written contract, agreement or permit between the named insured and the certificate holder that requires such status. General Liability is primary & non-contributory when required by written contract, agreement or permit. See Attached... CERTIFICATE HOLDER City of Pearland 2016 Old Alvin Pearland TX 77581 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 AGENCY CUSTOMER ID: PBKARCH-01 LOC #: ACORD® ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Arthur J. Gallagher Risk Management Services, Inc. POLICY NUMBER CARRIER NAIC CODE NAMED INSURED PBK Architects dba LEAF Engineers 11 Greenway Plaza, Suite 2210 Houston, TX 77046-1104 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Auto liability is primary & non-contributory as respects the insured's owned & covered vehicles. The umbrella is follow form and does not include the professional liability. RE: Project: Natatorium Air Handling Replacement ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 77035C00-141 E-4A2A-BD7B-A64E61 B3E074 POLICY NUMBER: TB5-Z91-472898-021 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: CG 20 10 04 13 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance; 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © ISO Properties, Inc., 2012 Page 1 of 2 O DocuSign Envelope ID: 77035C00-141 E-4A2A-BD7B-A64E61 B3E074 SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations All persons or organizations with whom you have entered into a written contract or agreement, prior to an "occurrence" or offense, to provide additional insured status. Location: All locations as required by a written contract or agreement entered into prior to an "occurrence" or offense. All locations as required by a written contract or agreement entered into prior to an "occurrence" or offense. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 2 of 2 DocuSign Envelope ID: 77035C00-141 E-4A2A-BD7B-A64E61 B3E074 POLICY NUMBER: TB5-Z91-472898-021 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations All persons or organizations with whom you have entered into a written contract or agreement, prior to an "occurrence" or offense, to provide additional insured status. All locations as required by a written contract or agreement entered into prior to an "occurrence" or offense. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 DocuSign Envelope ID: 77035C00-141 E-4A2A-BD7B-A64E61 B3E074 POLICY NUMBER:TB5-Z91-472898-021 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. SCHEDULE Name Of Person(s) Or Organization(s): As required by written contract or agreement entered into prior to loss, Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 24 04 12 19 O Insurance Services Office, Inc., 2018 Page 1 of 1 DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 Policy #TB5-Z91-472898-021 4/25/2021-4/25/2022 COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG20011219 © Insurance Services Office, Inc., 2018 Page 1 of 1 DocuSign Envelope ID: 77035C00-141 E-4A2A-BD7B-A64E61 B3E074 Policy Number TB5-Z91-472898-021 Issued by LM Insurance Corporation THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT OR DESIGNATED LOCATION COMBINED AGGREGATE LIMITS — WITH TOTAL AGGREGATE LIMIT FOR ALL PROJECTS AND LOCATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section 1— Coverage A, and for all medical expenses caused by accidents under Section I - Coverage C, which can be attributed only to ongoing operations at a single designated construction project or a single designated "location": 1. A separate Designated General Aggregate Limit applies to each designated construction project and to each designated "location", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated General Aggregate Limit is the most we will pay for the sum of all damages under Section I - Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard", and for medical expenses under Section I - Coverage C regardless of the number of: a. insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated General Aggregate Limit for that designated construction project or designated "location". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated General Aggregate Limit for any other designated construction project or designated "location". 4. The limits shown in the Declarations for Each Occurrence, Damage to Premises Rented to You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated General Aggregate Limit and the Total Aggregate Limit for all Projects and Locations. S. The Total Aggregate Limit for all Projects and Locations shown in the Schedule of this endorsement is the most we will pay for the sum of all damages caused by "occurrences" under Section I — Coverage A and all medical expenses caused by accidents under Section I -- Coverage C which can be attributed only to ongoing operations at a designated construction project or designated "location" shown in the Schedule of this endorsement, regardless of the number of construction projects, "locations", "occurrences" or accidents. 6. Each Designated General Aggregate Limit is subject to the Total Aggregate Limit for all Projects and Locations shown in the Schedule of this endorsement. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section I - Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project or single designated "location": LC 2519 01 15 © 2014 Liberty Mutual Insurance Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 77035C00-141 E-4A2A-BD7B-A64E61 B3E074 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated General Aggregate Limit, C. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated General Aggregate Limit. D. If the applicable construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. For the purposes of this endorsement, the Definitions Section is amended by the addition of the following definition; "Location" means any premise that you occupy for permanent operations as part of your business, but does not include any premises at which you are performing operations as part of a construction project. All premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad shall be considered a single "location". F. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. Schedule Designated Construction Project(s) or Designated Location(s): All "locations" and all construction projects at which you are performing ongoing operations. Total Aggregate Limit for all Projects and Locations: $ 20,000,000 LC 25 19 01 15 © 2014 Liberty Mutual Insurance Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 POLICY NUMBER: AS7-Z91-472898-031 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization whom you have agreed in writing to add as an additional insured, but only to coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of coverage or the limits of insurance provided in this policy. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 Policy Number AS7-Z91-472898-031 Issued by Liberty Insurance Corp. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. Newly Acquired or Formed Organizations II. Employees as Insureds III. Lessor - Additional Insured and Loss Payee IV. Supplementary Payments - Increased Limits V. Fellow Employee Coverage VI. Personal Property of Others VII. Additional Transportation Expense and Cost to Recover Stolen Auto VIII. Airbag Coverage IX. Tapes, Records and Discs Coverage X. Physical Damage Deductible - Single Deductible XI. Physical Damage Deductible - Glass XII. Physical Damage Deductible - Vehicle Tracking System XIII. Duties in Event of Accident, Claim, Suit or Loss XIV. Unintentional Failure to Disclose Hazards XV. Worldwide Liability Coverage - Hired and Nonowned Autos XVI. Hired Auto Physical Damage XVII. Auto Medical Payments Coverage Increased Limits XVIII. Drive Other Car Coverage - Broadened Coverage for Designated Individuals XIX. Rental Reimbursement Coverage XX. Notice of Cancellation or Nonrenewal XXI. Loan/Lease Payoff Coverage XXII. Limited Mexico Coverage XXIII. Waiver of Subrogation I. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Throughout this policy, the words "you" and "your" also refer to any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership of more than 50 percent interest, provided: A. There is no similar insurance available to that organization; B. Unless you notify us to add coverage to your policy, the coverage under this provision is afforded only until: 1. The 90th day after you acquire or form the organization; or 2. The end of the policy period, whichever is earlier; and C. The coverage does not apply to an "accident" which occurred before you acquired or formed the organization. AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 1 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 II. EMPLOYEES AS INSUREDS Paragraph A.1. Who Is An Insured of SECTION II - COVERED AUTOS LIABILITY COVERAGE is amended to add the following: Your "employee" is an "insured" while using with your permission a covered "auto" you do not own, hire or borrow in your business or your personal affairs. III. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE A. Any "leased auto" will be considered an "auto" you own and not an "auto" you hire or borrow. The coverages provided under this section apply to any "leased auto" until the expiration date of this policy or until the lessor or his or her agent takes possession of the "leased auto" whichever occurs first. B. For any "leased auto" that is a covered "auto" under SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured provision is changed to include as an "insured" the lessor of the "leased auto". However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You. 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. C. Loss Payee Clause 1. We will pay, as interests may appear, you and the lessor of the "leased auto" for "loss" to the covered "leased auto". 2. The insurance covers the interest of the lessor of the "leased auto" unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor of a "leased auto", we will obtain his or her rights against any other party. D. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. E. The lessor is not liable for payment of your premiums. F. For purposes of this endorsement, the following definitions apply: "Leased auto" means an "auto" which you lease for a period of six months or longer for use in your business, including any "temporary substitute" of such "leased auto". "Temporary substitute" means an "auto" that is furnished as a substitute for a covered "auto" when the covered "auto" is out of service because of its breakdown, repair, servicing, "loss" or destruction. AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 2 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 IV. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS Subparagraphs A.2.a.(2) and A.2.a.(4) of SECTION II - COVERED AUTOS LIABILITY COVERAGE are deleted and replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. V. FELLOW EMPLOYEE COVERAGE A. Exclusion B.5. of SECTION II - COVERED AUTOS LIABILITY COVERAGE does not apply. B. For the purpose of Fellow Employee Coverage only, Paragraph B.5. of SECTION IV - BUSINESS AUTO CONDITIONS is changed as follows: This Fellow Employee Coverage is excess over any other collectible insurance. VI. PERSONAL PROPERTY OF OTHERS Exclusion 6. in SECTION II - COVERED AUTOS LIABILITY COVERAGE for a covered "auto" is amended to add the following: This exclusion does not apply to "property damage" or "covered pollution cost or expense" involving "personal property" of your "employees" or others while such property is carried by the covered "auto". The Limit of Insurance for this coverage is $5,000 per "accident". Payment under this coverage does not increase the Limit of Insurance. For the purpose of this section of this endorsement, "personal property" is defined as any property that is not used in the individual's trade or business or held for the production or collection of income. VII. ADDITIONAL TRANSPORTATION EXPENSE AND COST TO RECOVER STOLEN AUTO A. Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: The amount we will pay is increased to $50 per day and to a maximum limit of $1,000. B. Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: If your business is shown in the Declarations as something other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered "auto" from the place where it is recovered to its usual garaging location. VIII. AIRBAG COVERAGE Exclusion B.3.a. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: This exclusion does not apply to the accidental discharge of an airbag. IX. TAPES, RECORDS AND DISCS COVERAGE Exclusion B.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment except when the tapes, records, discs or other similar audio, visual or data electronic devices: AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 3 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 (1) Are your property or that of a family member; and (2) Are in a covered "auto" at the time of "loss". The most we will pay for "loss" is $200. No Physical Damage Coverage deductible applies to this coverage. X. PHYSICAL DAMAGE DEDUCTIBLE - SINGLE DEDUCTIBLE Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. When two or more covered "autos" sustain "loss" in the same collision, the total of all the "loss" for all the involved covered "autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered "autos". XI. PHYSICAL DAMAGE DEDUCTIBLE - GLASS Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: No deductible applies to "loss" to glass if you elect to patch or repair it rather than replace it. XII. PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add: Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle. XIII. DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Subparagraphs A.2.a. and A.2.b. of SECTION IV- BUSINESS AUTO CONDITIONS are changed to: a. In the event of "accident", claim, "suit" or "loss", your insurance manager or any other person you designate must notify us as soon as reasonably possible of such "accident", claim, "suit" or "loss". Such notice must include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Knowledge of an "accident", claim, "suit" or "loss" by your agent, servant or "employee" shall not be considered knowledge by you unless you, your insurance manager or any other person you designate has received notice of the "accident", claim, "suit" or "loss" from your agent, servant or "employee". b. Additionally, you and any other involved "insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 4 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. XIV. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following: Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. XV. WORLDWIDE LIABILITY COVERAGE - HIRED AND NONOWNED AUTOS Condition B.7. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following: For "accidents" resulting from the use or operation of covered "autos" you do not own, the coverage territory means all parts of the world subject to the following provisions: a. If claim is made or "suit" is brought against an "insured" outside of the United States of America, its territories and possessions, Puerto Rico and Canada, we shall have the right, but not the duty to investigate, negotiate, and settle or defend such claim or "suit". If we do not exercise that right, the "insured" shall have the duty to investigate, negotiate, and settle or defend the claim or "suit" and we will reimburse the "insured" for the expenses reasonably incurred in connection with the investigation, settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement. The "insured" shall provide us with such information we shall reasonably request regarding such claim or "suit" and its investigation, negotiation, and settlement or defense. The "insured" shall not agree to any settlement of the claim or "suit" without our consent. We shall not unreasonably withhold consent. b. We are not licensed to write insurance outside of the United States of America, its territories or possessions, Puerto Rico and Canada. We will not furnish certificates of insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance. Failure to comply with the auto insurance laws of other countries may result in fines or penalties. This insurance does not apply to such fines or penalties. XVI. HIRED AUTO PHYSICAL DAMAGE If no deductibles are shown in the Declarations for Physical Damage Coverage for Hired or Borrowed Autos, the following will apply: A. We will pay for "loss" under Comprehensive and Collision coverages to a covered "auto" of the private passenger type hired without an operator for use in your business: AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 5 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 1. The most we will pay for coverage afforded by this endorsement is the lesser of: a. The actual cost to repair or replace such covered "auto" with other property of like kind and quality; or b. The actual cash value of such covered "auto" at the time of the "loss". 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. B. For each covered "auto", our obligation to pay for, repair, return or replace the covered "auto" will be reduced by any deductible shown in the Declarations that applies to private passenger "autos" that you own. If no applicable deductible is shown in the Declarations, the deductible will be $250. If the Declarations show other deductibles for Physical Damage Coverages for Hired or Borrowed Autos, this Section XVI of this endorsement does not apply. C. Paragraph A.4.b. of SECTION III - PHYSICAL DAMAGE COVERAGE is replaced by the following: b. Loss of Use Expenses For Hired Auto Physical Damage provided by this endorsement, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a private passenger vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay under this coverage is $30 per day, subject to a maximum of $900. XVII. AUTO MEDICAL PAYMENTS COVERAGE - INCREASED LIMITS For any covered "loss", the Limit of Insurance for Auto Medical Payments will be double the limit shown in the Declarations if the "insured" was wearing a seat belt at the time of the "accident". This is the maximum amount we will pay for all covered medical expenses, regardless of the number of covered "autos", "insureds", premiums paid, claims made, or vehicles involved in the "accident". If no limit of insurance for Auto Medical Payments is shown on the Declarations, this paragraph Section XVII of this endorsement does not apply. XVIII. DRIVE OTHER CAR COVERAGE - BROADENED COVERAGE FOR DESIGNATED INDIVIDUALS A. This endorsement amends only those coverages indicated with an "X" in the Drive Other Car section of the Schedule to this endorsement. B. SECTION II - COVERED AUTOS LIABILITY COVERAGE is amended as follows: 1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by any individual named in the Drive Other Car section of the Schedule to this endorsement or by his or her spouse while a resident of the same household except: AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 6 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 a. Any "auto" owned by that individual or by any member of his or her household; or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". 2. The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her spouse, while a resident of the same household, are "insureds" while using any covered "auto" described in Paragraph B.1. of this endorsement. C. Auto Medical Payments, Uninsured Motorist, and Underinsured Motorist Coverages are amended as follows: The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her "family members" are "insured" while "occupying" or while a pedestrian when struck by any "auto" you don't own except: Any "auto" owned by that individual or by any "family member". D. SECTION III - PHYSICAL DAMAGE COVERAGE is changed as follows: Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in the Drive Other Car section of the Schedule to this endorsement or his or her spouse while a resident of the same household except: 1. Any "auto" owned by that individual or by any member of his or her household; or 2. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". E. For purposes of this endorsement, SECTION V - DEFINITIONS is amended to add the following: "Family member" means a person related to the individual named in the Drive Other Car section of the Schedule to this endorsement by blood, marriage or adoption who is a resident of the individual's household, including a ward or foster child. XIX. RENTAL REIMBURSEMENT COVERAGE A. For any owned covered "auto" for which Collision and Comprehensive Coverages are provided, we will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of a covered physical damage "loss" to an owned covered "auto". Such payment applies in addition to the otherwise applicable amount of physical damage coverage you have on a covered "auto". No deductibles apply to this coverage. B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending with the earlier of the return or repair of the covered "auto", or the exhaustion of the coverage limit. C. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred; or 2. $30 per day with a maximum of $900 in any one period. AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 7 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 D. This coverage does not apply: 1. While there are spare or reserve "autos" available to you for your operations; or 2. If coverage is provided by another endorsement attached to this policy. E. If a covered "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE of the Business Auto Coverage Form or Section VII of this endorsement. XX. NOTICE OF CANCELLATION OR NONRENEWAL A. Paragraph A.2. of the COMMON POLICY CONDITIONS is changed to: 2. We may cancel or non -renew this policy by mailing written notice of cancellation or non -renewal to the Named Insured, and to any name(s) and address(es) shown in the Cancellation and Non -renewal Schedule: a. For reasons of non-payment, the greater of: (1) 10 days; or (2) The number of days specified in any other Cancellation Condition attached to this policy; or b. For reasons other than non-payment, the greater of: (1) 60 days; (2) The number of days shown in the Cancellation and Non -renewal Schedule; or (3) The number of days specified in any other Cancellation Condition attached to this policy, prior to the effective date of the cancellation or non -renewal. B. All other terms of Paragraph A. of the COMMON POLICY CONDITIONS, and any amendments thereto, remain in full force and effect. XXI. LOAN/LEASE PAYOFF COVERAGE The following is added to Paragraph C. Limits Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE: In the event of a total "loss" to a covered "auto" of the private passenger type shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE SECTION of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; C. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 8 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 e. Carry-over balances from previous loans or leases. This coverage is limited to a maximum of $1,500 for each covered "auto". XXII.LIMITED MEXICO COVERAGE WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY - NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. A. Coverage 1. Paragraph B.7. of SECTION IV - BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The "accidents" or "loss" occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a "loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such "loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any "insured" who is not a resident of the United States. XXIII. WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident", to waive rights of recovery against such person or organization. AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 9 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 77O35C00-141 E-4A2A-BD7B-A64E61 B3E074 Policy Number TB5-Z91-472898-021 Issued by LM Insurance Corporation THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF -INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY - UMBRELLA COVERAGE FORM A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule of this endorsement . We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. Schedule Name of Other Person(s) / Email Address or mailing address: Organization(s): Per Schedule On File With The Company Per Schedule On File With The Company LIM 99 01 05 11 Number Days Notice: Per Schedule On File With The Company O 2011, Liberty Mutual Group of Companies. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 DocuSign Envelope ID: 77D35C00-141E-4A2A-BD7B-A64E61B3E074 TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2.0 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: Issued by LM Insurance Corporation 27243 For attachment to Policy No.WC5-Z91-472898-012 Issued to PBK Architects, Inc. Effective Date Premium $ Endorsement No. WC 42 03 04 B © Copyright 2014 National Council on Compensation Insurance, Inc. Page 1 of 1 Ed. 06/01/2014 All Rights Reserved. DocuSign Envelope ID: 77035C00-141 E-4A2A-BD7B-A64E61 B3E074 TEXAS NOTICE OF MATERIAL CHANGE ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in item 3.A. of the Information Page. In the event of cancelation or other material change of the policy, we will mail advance notice to the person or organization named in the Schedule. The number of days advance notice is shown in the Schedule. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule 1. Number of days advance notice: 60 2. Notice will be mailed to: Per schedule on file with company Issued by LM Insurance Corporation 27243 For attachment to Policy No.WC5-Z91-472898-011 Issued to PBK Architects, Inc. WC 42 06 01 Ed. 07/01/1984 Effective Date Premium $ Endorsement No. Page 1 of 1