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R2023-048 2023-03-06
RESOLUTION NO. R2023-48 A Resolution of the City Council of the City of Pearland, Texas, awarding a contract for Ditch Cleaning Services to Texas Drainage Inc., in the estimated amount of $294,444.00, for the period of March 7, 2023 through March 6, 2024. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That competitive bids were obtained for ditch cleaning services. Section 2. That the City Council hereby awards a contract to Texas Drainage, Inc., in the estimated amount of $294,444.00. Section 3. The City Manager or his designee is hereby authorized to execute a contract for the purchase of ditch cleaning services. Reconstruction Project. PASSED, APPROVED and ADOPTED this the 6th day of March, A.D., 2023. ________________________________ J.KEVIN COLE MAYOR ATTEST: ________________________________ FRANCES AGUILAR, TRMC, MMC CITY SECRETARY APPROVED AS TO FORM: ________________________________ DARRIN M. COKER CITY ATTORNEY DocuSign Envelope ID: 2FF1F313-1DA6-4BE9-B3C7-F76906610774 48 DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 3/14/2023 | 9:38 AM CDT 3/14/2023 | 7:43 AM PDT Service Contract Standard Form Approved as to Legal Form 6.28.2021 Page 2 of 7 III.Standard Contract Provisions WHEREAS, Contractor has bid to provide Services (“Services”) in response to Request for Bid/Proposal No. ITB 0722-19 (“Solicitation”), which Solicitation includes the required scope of work and all specifications and which Solicitation and the Contractor’s bid or proposal response, as applicable, are incorporated by reference in this Contract as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1.Scope. Contractor will provide Services in accordance with the attached Scope of Work, as detailed in Attachment A, the content of which is incorporated by reference into this Contract as if fully set out here in its entirety, and in accordance with Exhibit 2. 2.Term. This Contract is for one (1) year, with performance commencing upon the effective date or the date of issuance of the notice to proceed issued by the Contract Administrator or the Purchasing Division, or upon the performance date listed in the notice to proceed, whichever is later. The parties may mutually extend the Term of this Contract for up to zero (0)additional one-year periods (“Option Period(s)”), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3.Compensation and Payment. This Contract is for an estimated amount of $294,444.00 subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within thirty (30) days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated, in its entirety, by reference into this Contract. Any amount not expended during the initial term or any option period may, at the City’s discretion, be allocated for use in the next option period. Invoices will be emailed to the following email address with a copy provided to the Contract Administrator: City of Pearland Attn: Accounts Payable Email: accountspayable@pearlandtx.gov 4.Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Contract, including deductions for non-performance and authorizations for payment. The City’s Contract Administrator for this Contract is as follows: Name: TAMMY SUE AKIF Department: Engineering & Public Works Phone: 281.652.1826 Email: TAKIF@PEARLANDTX.GOV 5.Insurance; Bonds. (A)Before performance can begin under this Contract, the Contractor must deliver a Certificate of Insurance (“COI”), as proof of the required insurance coverages, to the City’s Contract Administrator. Additionally, the COI must state that the City shall be provided no less than thirty (30) days’ advance written notice of cancellation, material DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 Service Contract Standard Form Approved as to Legal Form 6.28.2021 Page 3 of 7 change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within ten (10) days of the City Manager or his designee’s written request. Insurance requirements are as stated in Attachment C, the entirety of which is incorporated by reference into this Contract. (B) Contractor shall provide any required payment bond, performance bond, or both, prior to commencement of performance under this Contract. The terms, conditions, and amounts of the bonds and appropriate surety information shall be included in the RFB/RFP or as may be added to Attachment C, and such content, the entirety of which, shall be incorporated into this Contract. 6. Purchase Release Order. For multiple-release purchases of Services provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: the authorized City department or division shall send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order shall refer to this Contract, and Services shall not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re- working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item’s bid/proposal price, shall be paid by the Contractor within thirty (30) days of receipt of City’s invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Contract are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Contract shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated therein. Attachment D, the entirety of which, is attached to this is incorporated into this Contract. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City’s actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Contract including any Option Period. Substitutions and deviations from the City’s product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Contract after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Contract as an expenditure in said budget, and it is within the sole discretion of the City’s City Council to determine whether or not to fund this DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 Service Contract Standard Form Approved as to Legal Form 6.28.2021 Page 4 of 7 Contract. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11.Independent Contractor. Contractor shall perform all work required by this Contract as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12.Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors unless the subcontractors were identified in the bid/quote/proposal or approved by the Contract Administrator. 13.Amendments. This Contract may be amended or modified only in writing and executed by authorized representatives of both parties. 14.Waiver. No waiver by either party of any breach of any term or condition of this Contract waives any subsequent breach of the same. 15.Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16.Notice. Any notice required under this Contract must be given by hand delivery, or certified mail, postage prepaid, and is deemed received on the day hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Pearland Attn: DANTE PRESCOD Title: ROW SUPERINTENDENT Address: 2016 OLD ALVIN ROAD, PEARLAND TX 77581 Phone: 281.652.1907 IF TO CONTRACTOR: TEXAS DRAINAGE INC. Attn: ROSEMARY SELVIDGE Title: Office Manager Address: 29215-1 Waller Spring Creek Rd Waller, TX 77484 Phone: 832.683.3443 17.Liability and Indemnity. ANY PROVISION OF ANY ATTACHED CONTRACT DOCUMENT THAT LIMITS THE CONTRACTOR’S LIABILITY TO THE CITY OR RELEASES THE CONTRACTOR FROM LIABILITY TO THE CITY FOR ACTUAL OR COMPENSATORY DAMAGES, LOSS, OR COSTS ARISING FROM THE PERFORMANCE OF THIS CONTRACT OR THAT PROVIDES FOR CONTRACTUAL INDEMNITY BY ONE PARTY TO THE OTHER PARTY TO THIS CONTRACT IS NOT APPLICABLE OR EFFECTIVE UNDER THIS CONTRACT. EXCEPT WHERE AN ADDITIONAL CONTRACT DOCUMENT PROVIDED BY THE CITY PROVIDES OTHERWISE, EACH PARTY TO THIS CONTRACT IS RESPONSIBLE FOR DEFENDING AGAINST AND LIABLE FOR PAYING ANY CLAIM, SUIT, OR JUDGMENT FOR DAMAGES, LOSS, OR COSTS ARISING FROM THAT PARTY'S NEGLIGENT ACTS OR OMISSIONS IN THE PERFORMANCE OF DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 Service Contract Standard Form Approved as to Legal Form 6.28.2021 Page 5 of 7 THIS CONTRACT IN ACCORDANCE WITH APPLICABLE LAW. THIS PROVISION DOES NOT AFFECT THE RIGHT OF EITHER PARTY TO THIS CONTRACT WHO IS SUED BY A THIRD PARTY FOR ACTS OR OMISSIONS ARISING FROM THIS CONTRACT TO BRING IN THE OTHER PARTY TO THIS CONTRACT AS A THIRD- PARTY DEFENDANT AS ALLOWED BY LAW. 18. Dispute Resolution Procedures. The Contractor and City desire an expeditious means to resolve any disputes that may arise between them regarding this Contract. If either party disputes any matter relating to this Contract, the parties agree to try in good faith, before bringing any legal action, to settle the dispute by submitting the matter to mediation before a third party who will be selected by agreement of the parties. The parties will each pay one-half of the mediator’s fees. 19. Attorney’s Fees. Should either party to this Contract bring suit against the other party for breach of contract or for any other cause relating to this Contract, neither party will seek or be entitled to an award of attorney’s fees or other costs relating to the suit. 20. Termination. (A) City Termination for Convenience. Under this paragraph, the City may terminate this Contract during its term at any time for the City’s own convenience where the Contractor is not in default by giving written notice to Contractor. If the City terminates this Contract under this paragraph, the City will pay the Contractor for all services rendered in accordance with this Contract to the date of termination. (B) Termination for Default. Either party to this Contract may terminate this Contract as provided in this paragraph if the other party fails to comply with its terms. The party alleging the default shall provide the other party notice of the default in writing citing the terms of the Contract that have been breached and what action the defaulting party must take to cure the default. If the party in default fails to cure the default as specified in the notice, the party giving the notice of default may terminate this Contract by written notice to the other party, specifying the date of termination. Termination of this Contract pursuant this paragraph does not affect the right of either party to seek remedies for breach of the Contract as allowed by law, including any damages or costs suffered by either party. 21. Owner’s Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner’s manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Contract. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 22. Limitation of Liability. The City’s maximum liability under this Contract is limited to the total amount of compensation listed in this Contract. In no event shall the City be liable for incidental, consequential or special damages. 23. Assignment. No assignment of this Contract by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Contract by the Contractor is of the essence of this Contract, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 24. Severability. Each provision of this Contract is considered to be severable and, if, for any reason, any provision or part of this Contract is determined to be invalid and contrary to DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 Service Contract Standard Form Approved as to Legal Form 6.28.2021 Page 6 of 7 applicable law, such invalidity shall not impair the operation of nor affect those portions of this Contract that are valid, but this Contract shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 25. Order of Precedence. In the event of any conflicts or inconsistencies between this Contract, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Contract (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor’s bid response (Exhibit 2). 26. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 “Certificate of Interested Parties” as part of this Contract if required by said statute for items approved by the City Council. 27. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Contract. The applicable law for any legal disputes arising out of this Contract is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Brazoria County, Texas. 28. H.B. 89. In accordance with Chapter 2270 of the Texas Government Code, the signatory executing this contract on behalf of company verifies that the company does not boycott Israel and will not boycott Israel during the term of this contract. This clause is subject to companies with ten or more full time employees and the contract value is $100,000 or more that is to be paid wholly or partially with public funds of the governmental entity. 29. Public Information Act Requirements. This paragraph applies only to Contracts that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, regarding certain entities requirement to provide contracting information to governmental bodies in connection with a public information request, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 30. Entire Agreement. This Contract constitutes the entire agreement between the parties concerning the subject matter of this Contract and supersedes all prior negotiations, arrangements, agreements, and understandings, either oral or written, between the parties. IV. Special Terms and Conditions. None V. Additional Contract Documents Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 Service Contract Standard Form Approved as to Legal Form 6.28.2021 Page 7 of 7 Incorporated by Reference Only: Exhibit 1: RFB/RFP/Quote No. ITB 0722-19 Exhibit 2: Contractor’s Bid/Proposal Response DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 ATTACHMENT A – SCOPE OF WORK Scope of services provided shall consist of ditch excavation services for the City of Pearland, as needed, per the specifications of Bid # ITB 0722-19. DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 ATTACHMENT B – BID/PRICING SCHEDULE DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 ATTACHMENT C - INSURANCE REQUIREMENTSDocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 ATTACHMENT D – WARRANTY Services shall conform to the proposed specifications and all warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship and title. DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1/12/2023 Marsh &McLennan Agency LLC 2500 City West Blvd.,Suite 2400 Houston TX 77042 Laura Oliver 713-780-6138 212-948-6342 laura.oliver@marshmma.com BITCO General Insurance Corporation 20095 DRAIN-3 Texas Mutual Insurance Company 22945TexasDrainage,Inc. Debbie Lippingwell 29215-1 Waller Spring Creek Rd Waller TX 77484 Travelers Property Casualty Co of Amer 25674 126688997 A X 1,000,000 X 300,000 5,000 1,000,000 2,000,000 X Y Y CLP3719623 7/21/2022 7/21/2023 2,000,000 A 1,000,000 X X X Y Y CAP3719624 7/21/2022 7/21/2023 C X X 5,000,000YCUP2S16754322NF7/21/2022Y 7/21/2023 5,000,000 X $10,000 B X N Y 0001226577 7/21/2022 7/21/2023 1,000,000 1,000,000 1,000,000 A Leased/Rented Equipment CLP3719623 7/21/2022 7/21/2023 Per Item Aggregate Deductible $100,000 $500,000 $1,000 The General Liability,Auto Liability and Umbrella Liability policies include a blanket automatic additional insured endorsement that provides additional insured status when there is an executed written contract that requires such status.The General Liability,Auto Liability,Umbrella Liability and Workers'Compensation policies include a blanket automatic waiver of subrogation endorsement that provides this feature only when there is an executed written contract that requires it.The General Liability policy contains a special endorsement with "Primary and Noncontributory"wording The City of Pearland is included as Additional Insured per attached Blanket Additional Insured endorsements. The City of Pearland 3519 Liberty Drive Pearland,TX 77581 DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 GL-3088 (10/19) -1- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LAND IMPROVEMENT CONTRACTORS EXTENDED LIABILITY COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM It is agreed that the provisions listed below apply only upon the entry of an X in the box next to the caption of such provision. A. Partnership and Joint Venture Extension B. Contractors Automatic Additional Insured Coverage – Ongoing Operations C. Automatic Waiver of Subrogation D. Extended Notice of Cancellation, Nonrenewal E. Unintentional Failure to Disclose Hazards F. Broadened Mobile Equipment G. Personal and Advertising Injury - Contractual Coverage H. Nonemployment Discrimination I. Liquor Liability J. Broadened Conditions K. Automatic Additional Insureds – Equipment Leases L. Insured Contract Extension - Railroad Property and Construction Contracts M. Construction Project General Aggregate Limits N. Fellow Employee Coverage O. Care, Custody or Control P. Electronic Data Liability Coverage Q. Consolidated Insurance Program Residual Liability Coverage R. Automatic Additional Insureds – Managers or Lessors of Premises S. Automatic Additional Insureds – State or Governmental Agency or Political Subdivisions – Permits or Authorizations T. Contractors Automatic Additional Insured Coverage – Completed Operations U. Additional Insured – Engineers, Architects or Surveyors A. PARTNERSHIP AND JOINT VENTURE EXTENSION The following provision is added to SECTION II - WHO IS AN INSURED : The last full paragraph which reads as follows: No person or organization is an insured with respect totheconduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations is deleted and replaced with the following: With respect to the conduct of any past or present joint venture or partnership not shown as aNamed Insured in theDeclarations andof which you areor were a partner or member, you are an insured, but only with respect to liability arising out of "your work" on behalf of any partnership or joint venture not shown as a Named Insured in the Declarations, provided no other similar liability insurance is available to you for "your work" in connection with your interest in such partnership or joint venture. X X X X X X X X X X X X X X X X X X X X X Policy Number: CLP3719623DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 GL-3088 (10/19) -2- B. CONTRACTORS AUTOMATIC ADDITIONAL INSURED COVERAGE – ONGOING OPERATIONS SECTION II – WHO IS AN INSURED is amended to include as an additional insured any person or organization who is required by written contract to be an additional insured on your policy, 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.Theacts or omissions of those acting onyour behalf; inthe performance of your ongoing operations for the additional insured(s) at the project(s) designated in the written contract. 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: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) tobeperformed 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 theinjuryor 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. This insurance is excess of all other insurance available to the additional insured, whether primary, excess, contingent or on any other basis, unless the written contract requires this insurance to be primary. Inthat event, this insurance will be primary relative to insurance policy(s) which designate the additional insured as a Named Insured in the Declarations and we will not require contribution from such insurance if the written contract also requires that this insurance be non-contributory. But with respect to all other insurance under which the additional insured qualifies as an insured or additional insured, this insurance will be excess. C. AUTOMATIC WAIVER OF SUBROGATION Item 8.of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS , is deleted and replaced with the following: 8. Transfer of Rights of Recovery Against Others to Us and Automatic Waiver of Subrogation. a.If the insured has rights to recover all or part of any payment we have made under this Coverage Form, those rights are transferred to us. The insured must do nothing after loss to impair those rights. At our request, theinsured will bring "suit" or transfer those rights to us and help us enforce them. b.If required by a written contract executed prior to loss, we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of "your work" for that person or organization. D. EXTENDED NOTICE OF CANCELLATION, NONRENEWAL Item A.2.b. of the COMMON POLICY CONDITIONS , is deleted and replaced with the following: A.2.b.60 days before the effective date of the cancellation if we cancel for any other reason. DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 GL-3088 (10/19) -3- Item 9.of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS , is deleted and replaced with the following: 9. WHEN WE DO NOT RENEW a.If we choose tononrenew this policy, we will mail or deliver tothefirst Named Insured shown in the Declarations written notice of the nonrenewal not less than 60 days before the expiration date. b.If we do not give notice of our intent tononrenew as prescribed in a.above, it is agreed that you may extend theperiod of this policy for amaximum additional sixty (60) days from its scheduled expiration date. Where not otherwise prohibited by law, the existing terms, conditions and rates will remain in effect during that extension period. It is further agreed that so long as it is not otherwise prohibited by law, this one time sixty day extension is thesole remedy andliquidated damages available to the insured as a result of our failure to give the notice as prescribed in 9. a.above. E. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Although we relied on your representations as to existing and past hazards, if unintentionally you should fail to disclose all such hazards at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. F. BROADENED MOBILE EQUIPMENT Item 12.b. of SECTION V - DEFINITIONS , is deleted and replaced with the following: 12.b.Vehicles maintained for use solely on or next to premises, sites or locations you own, rent or occupy. G. PERSONAL AND ADVERTISING INJURY - CONTRACTUAL COVERAGE Exclusion 2.e. of SECTION I, COVERAGE B is deleted. H. NONEMPLOYMENT DISCRIMINATION Unless "personal and advertising injury" is excluded from this policy: Item 14. of SECTION V - DEFINITIONS , is amended to include: "Personal and advertising injury" also means embarrassment or humiliation, mental or emotional distress, physical illness, physical impairment, loss of earning capacity or monetary loss, which is caused by "discrimination." SECTION V - DEFINITIONS , is amended to include: "Discrimination" means the unlawful treatment of individuals based on race, color, ethnic origin, age, gender or religion. Item 2. Exclusions of SECTION I, COVERAGE B , is amended to include: "Personal and advertising injury" arising out of "discrimination" directly or indirectly related to the past employment, employment or prospective employment of any person or class of persons by any insured; "Personal and advertising injury" arising out of "discrimination" by or at your, your agents or your "employees" direction or with your, your agents or your "employees" knowledge or consent; DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 GL-3088 (10/19) -4- "Personal and advertising injury" arising out of "discrimination" directly or indirectly related tothe sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any dwelling, permanent lodging or premises by or at the direction of any insured; or Fines, penalties, specific performance or injunctions levied or imposed by a governmental entity, or governmental code, law, or statute because of "discrimination." I. LIQUOR LIABILITY Exclusion 2.c. of SECTION I, COVERAGE A , is deleted. J. BROADENED CONDITIONS Items 2.a.and 2.b.of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS , are deleted and replaced with the following: 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit: a.You must see to it that we are notified of an "occurrence" or an offense which may result in a claim as soon as practicable after the "occurrence" has been reported to you, one of your officers or an "employee" designated to give notice to us. 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 (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. b.If a claim is made or "suit" is brought against any insured, you must: (1)Record the specifics of the claim or "suit" and the date received as soon as you, one of your officers, or an "employee" designated to record such information is notified of it; and (2)Notify us in writing as soon as practicable after you, one of your officers, your legal department or an "employee" you designate to give us such notice learns of the claims or "suit." Item 2.e. is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS : 2.e.If you report an "occurrence" to your workers compensation insurer which develops into a liability claimfor which coverage is provided by the Coverage Form, failure to report such "occurrence" to us at the time of "occurrence" shall not be deemed in violation of paragraphs 2.a., 2.b.,and 2.c. However, you shall give written notice of this "occurrence"to us as soon as you aremade aware of the fact that this "occurrence" may be a liability claim rather than a workers compensation claim. K. AUTOMATIC ADDITIONAL INSUREDS - EQUIPMENT LEASES SECTION II - WHO IS AN INSURED is amended to include any person or organization with whom you agree in a written equipment lease or rental agreement to name as an additional insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, at least in part, by your maintenance, operation, or use by you of the equipment leased to you by such person or organization, subject to the following additional exclusions. The insurance provided to the additional insured does not apply to: 1."Bodily injury" or "property damage" occurring after you cease leasing the equipment. 2."Bodily injury" or "property damage" arising out of the sole negligence of the additional insured. DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 GL-3088 (10/19) -5- 3."Property damage" to: a.Property owned, used or occupied by or rented to the additional insured; or b.Property in the care, custody or control of the additional insured or over which the additional insured is for any purpose exercising physical control. This insurance is excess of all other insurance available to the additional insured, whether primary, excess, contingent or on any other basis, unless the written contract requires this insurance to be primary. Inthat event, this insurance will be primary relative to insurance policy(s) which designate the additional insured as a Named Insured in the Declarations and we will not require contribution from such insurance if the written contract also requires that this insurance be non-contributory. But with respect to all other insurance under which the additional insured qualifies as an insured or additional insured, this insurance will be excess. L. INSURED CONTRACT EXTENSION - RAILROAD PROPERTY AND CONSTRUCTION CONTRACTS Item 9. of SECTION V - DEFINITIONS , is deleted and replaced with the following. 9."Insured Contract" means: a.Acontract for alease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b.A sidetrack agreement; c.Any easement or license agreement; d.An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means aliability that would beimposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b)Giving directions or instructions, or failing togive them,if that is theprimary 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. DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 GL-3088 (10/19) -6- M. CONSTRUCTION PROJECT GENERAL AGGREGATE LIMITS This modifies SECTION III - LIMITS OF INSURANCE. A.For all sums which can be attributed only to ongoing operations at a single construction project for which the insured becomes legally obligated to pay as damages caused by an "occurrence" under SECTION I - COVERAGE A, and for all medical expenses caused by accidents under SECTION I - COVERAGE C : 1.A separate Construction Project General Aggregate Limit applies to each construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2.The Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard," and for medical expenses under 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 Construction Project General Aggregate Limit for that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Construction Project General Aggregate Limit for any other construction project. 4.The limits shown in the Declarations for Each Occurrence, Fire Damage 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 Construction Project General Aggregate Limit. B.For all sums which cannot be attributed only to ongoing operations at a single construction project for which the insured becomes legally obligated to pay as damages caused by an "occurrence" under SECTION I - COVERAGE A, and for all medical expenses caused by accidents under SECTION I - COVERAGE C : 1.Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce theamount available under the General Aggregate Limit or the Products- Completed Operations Aggregate Limit, whichever is applicable; and 2.Such payments shall not reduce any Construction Project General Aggregate Limit. C.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 Construction Project General Aggregate Limit. D.If a 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.The provisions of SECTION III - LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to be applicable. DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 GL-3088 (10/19) -7- N. FELLOW EMPLOYEE COVERAGE Exclusion 2.e. Employers Liability of SECTION I, COVERAGE A, is deleted and replaced with the following: 2.e."Bodily injury" to (1)An "employee" of the insured arising out of and in the course of: (a)Employment by the insured; or (b)Performing duties related to the conduct of the insured's business; or (2)The spouse, child, parent, brother or sister of that "employee" as a consequence of paragraph (1) above. This exclusion applies: (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: (1)Liability assumed by the insured under an "insured contract"; or (2)Liability arising from any action or omission of a co-"employee" while that co-"employee" is either in thecourse of his or her employment or performing duties related totheconduct of your business. Item 2.a. (1)(a) of SECTION II - WHO IS AN INSURED , is deleted and replaced with the following: 2.a. (1)(a)To you, to your partners or members (if you are a partnership or joint venture) or to your members (if you are a limited liability company), or to your "volunteer workers" while performing duties related to the conduct of your business. O. CARE, CUSTODY OR CONTROL Exclusion 2.j.4 of SECTION I, COVERAGE A. is deleted and replaced with the following: 2.j.4 Personal property in the care, custody or control of the insured. However, for personal property in the care, custody or control of you or your "employees," this exclusion applies only tothat portion of any loss in excess of $25,000 per occurrence, subject to the following terms and conditions: (a)The most that we will pay under this provision as an annual aggregate is $100,000, regardless of the number of occurrences. (b)This provision does not apply to "employee" owned property or any property that is missing where there is not physical evidence to show what happened to the property. (c)The aggregate limit for this coverage provision is part of the General Aggregate Limit and SECTION III - LIMITS OF INSURANCE is changed accordingly. (d)In the event of damage to or destruction of property covered by this exception, you shall, if requested by us, replace the property or furnish the labor and materials necessary for repairs thereto, at actual cost to you, exclusive of prospective profit or overhead charges of any nature. DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 GL-3088 (10/19) -8- (e)$2,500 shall be deducted from the total amount of all sums you became obligated to pay as damages on account of damage toor destruction of all property of each person or organization, including the loss of use of that property, as a result of each "occurrence." Our limit of liability under the endorsement as being applicable to each "occurrence" shall be reduced by the amount of the deductible indicated above; however, our aggregate limit of liability under this provision shall not be reduced by the amount of such deductible. The conditions of the policy, including those with respect to duties in the event of "occurrence," claims or "suit" apply irrespective of the application of the deductible amount. We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and, upon notification of the action taken, you shall promptly reimburse us for such part of thedeductible amount as has been paid by us. P. ELECTRONIC DATA LIABILITY COVERAGE A.Exclusion 2.p.of COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY in SECTION I – COVERAGES is replaced by the following: 2. Exclusions This insurance does not apply to: p. Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate “electronic data” that does not result from physical injury to tangible property This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply todamages because of "bodily injury". B.The following is added to Paragraph 2. EXCLUSIONS of SECTION I –COVERAGE B–PERSONAL AND ADVERTISING INJURY LIABILITY: 2. Exclusions This insurance does not apply to: Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 GL-3088 (10/19) -9- C. The following definition is added to Section V – DEFINITIONS : “Electronic data” means information, facts or programs stored as or on, created or used on, or transmitted toor fromcomputer software (including systems and applications software), hardor floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. D.For the purposes of this coverage, the definition of “property damage” in SECTION V–DEFINITIONS is replaced by the following: “Property damage” means: a.Physical injury totangible 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; 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 the "occurrence" that caused it; or c.Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate "electronic data", resulting from physical injury to tangible property. All such loss of "electronic data" shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. Q. CONSOLIDATED INSURANCE PROGRAM RESIDUAL LIABILITY COVERAGE With respect to “bodily injury”, “property damage”, or ‘personal and advertising injury” arising out of your ongoing operations; or operations included within the “products-completed operations hazard”, the policy to which this coverage is attached shall apply as excess insurance over coverage available to “you” under a Consolidated Insurance Program (such as an Owner Controlled Insurance Program or Contractors Controlled Insurance Program). Coverage afforded by this endorsement does not apply to any Consolidated Insurance Program involving a “residential project” or any deductible or insured retention, specified in the Consolidated Insurance Program. The following is added to Section V – Definitions “Residential project” means any project where 30%or more of the total square foot area of the structures on the project is used or is intended to be used for human residency. This includes but is not limited to single or multifamily housing, apartments, condominiums,townhouses, co-operatives or planned unit developments and appurtenant structures (including pools, hot tubs, detached garages, guest houses or any similar structures). A “residential project” does not include military owned housing, college/university owned housing or dormitories, long term care facilities, hotels, motels, hospitals or prisons. All other terms, provisions, exclusions and limitations of this policy apply. R. AUTOMATIC ADDITIONAL INSUREDS - MANAGERS OR LESSORS OR PREMISES SECTION II – WHO IS AN INSURED is amended to include: Any person or organization with whomyou agreein awritten contract or written agreement toname as an additional insured but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises, designated in the written contract or written agreement, that is leased to you and subject to the following additional exclusions: DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 GL-3088 (10/19) -10- This insurance does not apply to: 1.Any “occurrence" which takes place after you cease to be a tenant in that premises. 2.Structural alterations, new construction or demolition operations performed by or on behalf of the additional insured listed in the written contract or written agreement. This insurance is excess of all other insurance available to the additional insured, whether primary, excess, contingent or on any other basis, unless the written contract requires this insurance to be primary. Inthat event, this insurance will be primary relative to insurance policy(s) which designate the additional insured as a Named Insured in the Declarations and we will not require contribution from such insurance if the written contract also requires that this insurance be non-contributory. But with respect to all other insurance under which the additional insured qualifies as an insured or additional insured, this insurance will be excess. S. AUTOMATIC ADDITIONAL INSUREDS – STATE OR GOVERNMENTAL AGENCY OR POLITICAL SUBDIVISIONS – PERMITS OR AUTHORIZATIONS SECTION II – WHO IS AN INSURED is amended to include any state or governmental agency or subdivision or political subdivision with whom you are required by written contract, ordinance, law or building code to name as an additional insured subject to the following provisions: This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. This insurance does not apply to: 1.“Bodily injury”, “property damage” or “personal and advertising injury” arising out of operations performed for the federal government, state or municipality; or 2.“Bodily injury” or “property damage” included within the “products-completed operations hazard”. This insurance is excess of all other insurance available to the additional insured, whether primary, excess, contingent or on any other basis, unless the written contract requires this insurance to be primary. Inthat event, this insurance will be primary relative to insurance policy(s) which designate the additional insured as a Named Insured in the Declarations and we will not require contribution from such insurance if the written contract also requires that this insurance be non-contributory. But with respect to all other insurance under which the additional insured qualifies as an insured or additional insured, this insurance will be excess. T. CONTRACTORS AUTOMATIC ADDITIONAL INSURED COVERAGE – COMPLETED OPERATIONS SECTION II – WHO IS AN INSURED is amended to include as an additional insured any person or organization who is required by written contract to be an additional insured on your policy for completed operations, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the project designated in the contract, performed for that additional insured and included in the "products-completed operations hazard". This insurance is excess of all other insurance available to the additional insured, whether primary, excess, contingent or on any other basis, unless the written contract requires this insurance to be primary. Inthat event, this insurance will be primary relative to insurance policy(s) which designate the additional insured as a Named Insured in the Declarations and we will not require contribution from such insurance if the written contract also requires that this insurance be non-contributory. But with respect to all other insurance under which the additional insured qualifies as an insured or additional insured, this insurance will be excess. DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 GL-3088 (10/19) -11- U. ADDITIONAL INSURED – ENGINEERS, ARCHITECTS OR SURVEYORS SECTION II – WHO IS AN INSURED is amended to include as an additional insured any architect, engineer or surveyor who is required by written contract to be an additional insured on your policy, 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.Theacts or omissions of those acting onyour behalf; inthe performance of your ongoing operations performed by you or on your behalf. This includes such architect, engineer or surveyor, who may not be engaged by you, but is contractually required to be added as an additional insured to your policy. 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, including: 1.The preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or 2.Supervisory, inspection or engineering services. This insurance is excess of all other insurance available to the additional insured, whether primary, excess, contingent or on any other basis, unless the written contract requires this insurance to be primary. Inthat event, this insurance will be primary relative to insurance policy(s) which designate the additional insured as a Named Insured in the Declarations and we will not require contribution from such insurance if the written contract also requires that this insurance be non-contributory. But with respect to all other insurance under which the additional insured qualifies as an insured or additional insured, this insurance will be excess. DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 GU-5059 (01/17) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADVANCE NOTICE OF CANCELLATION OR COVERAGE REDUCTION OR RESTRICTION PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL CRIME COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART COMMERCIAL UMBRELLA LIABILITY POLICY POLLUTION LIABILITY COVERAGE PART SCHEDULE Number of Days Advance Notice: If this policy is cancelled for any reason other than nonpayment of premium, or we make a material change that reduces or restricts the insurance afforded by a coverage part or policy (except for any reduction in the Limits of Insurance due to claims payments), we will mail advance notice toany person or organization towhomyou have agreed in a written contract to provide such notice, but only if: 1. The agent of record sends a written request to us to provide such notice, including the name and address of such person or organization, and 2. We receive such written request fromthe agent of record, including name and address, at least 14 days before the beginning of the applicable number of advance notice days shown above. All terms and conditions of this policy apply unless modified by this endorsement. 30 Policy Number: CLP3719623DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 BITCO GENERAL INSURANCE CORPORATION BITCO NATIONAL INSURANCE COMPANY AP-0402 (10/17) -1- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROADENED COVERAGE - AUTOMOBILES The following modifies insurance provided under: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. 1 - Broad Form Named Insured 10 - Employee Hired Autos 2 - Automatic Waiver of Subrogation 11 - Bodily Injury Extension 3 - Automatic Additional Insured 12 - Hired Auto Physical Damage 4 - Primary and Noncontributory - Other Insurance Condition 13 - Enhanced Supplementary Payments 5 - Unintentional Failure to Disclose Hazards 14 - Fellow Employee Coverage for Designated Positions 6 - Extended Notice of Cancellation, Non-Renewal 15 -Physical Damage – Transportation Expenses 7 - When We Do Not Renew 16 - Rental Reimbursement Coverage 8 - Notice of Knowledge of Accident or Loss 17 - Loan/Lease Gap Coverage 9 - Employees as Insured 18 - Accidental Air Bag Discharge Coverage 1. BROAD FORM NAMED INSURED SECTION II. A. 1. - WHO IS AN INSURED - Paragraph d. is added: d.Any organization you newly acquire or form, except for a partnership, joint venture or limited liability company, andover which you maintain majority ownership or interest (51%or more) or for which you have assumed the active management, will qualify as a Named Insured if there is no other similar insurance available to that organization. However, coverage under this provision is only afforded until the end of the policy period or the12-month anniversary of the policy inception date, whichever is earlier. 2. AUTOMATIC WAIVER OF SUBROGATION Section IV – Business Auto Conditions ,Paragraph A.5., Transfer of Rights of Recovery Against Others to Us , is deleted and replaced with the following: a.If the insured has rights to recover all or part of any payment we have made under this Coverage Form, those rights are transferred to us. The insured must do nothing after loss to impair those rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b.If required by a written contract executed prior to loss, we waive any right of recovery we may have against any person or organization because of payments we make for damages under this coverage form. Policy Number: CLP3719624DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 AP-0402 (10/17) -2- 3. AUTOMATIC ADDITIONAL INSURED SECTION II – WHO IS AN INSURED, Paragraph A.1,is amended to include as an "insured" any person or organization who is required by written contract or agreement to be an additional insured on your policy, but only with respect to liability arising out of operations performed by you or onyour behalf for the additional insured. 4. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION The following is added to the Other Insurance Condition in the Business Auto Coverage Formand the Other Insurance - Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary toand will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1.Such "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 such "insured". 5. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Although we relied onyour representations as toexisting and past hazards, if unintentionally you should fail todisclose all such hazards at theinception dateof your policy, we will not deny coverage under this Coverage Form because of such failure. 6. EXTENDED NOTICE OF CANCELLATION, NON-RENEWAL The COMMON POLICY CONDITIONS , Item A.2.b. is deleted and replaced with the following: A.2.b. 60 days before the effective date of the cancellation if we cancel for any other reason. 7. WHEN WE DO NOT RENEW SECTION IV – BUSINESS AUTO CONDITIONS , is amended to add Item B.9.: a.If we choose to nonrenew this policy, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 60 days before the expiration date. b.If we do not give notice of our intent to nonrenew as prescribed in a.above, it is agreed that you may extend the period of this policy for a maximum additional sixty (60) days fromits scheduled expiration date. Where not otherwise prohibited by law, the existing terms, conditions and rates will remain in effect during that extension period. It is further agreed that so long as it is not otherwise prohibited by law, this one-time sixty-day extension is the sole remedy and liquidated damages available to the insured as a result of our failure to give thenotice as prescribed in 9. a. above. 8. NOTICE OF KNOWLEDGE OF ACCIDENT OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS , Item A.2.a.is deleted and replaced with the following: 2. Duties in the Event of Accident, Claim Suit or Loss: a.You must see to it that we are notified of an "accident", "claim", "suit" or "loss" which may result in a claim as soon as practicable after the "occurrence" has been reported to you, a partner, a member, an officer, or an employee designated to give notice to us. Notice should include: (1)How, when and where the "accident" or "loss" occurred; DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 AP-0402 (10/17) -3- (2)The "insured's" name and address; and (3)To the extent possible, the names and addresses of any injured persons and witnesses. 9. EMPLOYEES AS INSURED The following is added to the Section II - Covered Autos Liability Coverage,Paragraph A.1. Who Is An Insured provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. 10. EMPLOYEE HIRED AUTOS A. Changes In Covered Autos Liability Coverage Thefollowing is added to the Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission,while performing duties related to the conduct of your business. B. Changes In General Conditions Paragraph 5.b.of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph 5.f.of the Other Insurance - Primary And Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: 1.Any covered "auto" you lease, hire, rent or borrow; and 2.Any covered "auto" hired or rented by your "employee" under a contract in an"employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". 11. BODILY INJURY EXTENSION SECTION V - DEFINITIONS , Paragraph C.is deleted and replaced by the following: C."Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from any of these, at any time. Mental anguish means any type of mental or emotional illness or disease. 12. HIRED AUTO PHYSICAL DAMAGE SECTION III.A.4. - Coverage Extensions - Paragraph c.is added: c. Hired Auto Physical Damage If Comprehensive, Specified Causes of Loss or Collision coverage is provided under this policy, then Hired Auto Physical Damage is provided for that coverage part subject to the following: (1)The most we will pay for any one "accident" or "loss" under this Hired Auto Physical Damage Coverage is the lesser of: (a)The any one "Accident" or "Loss" amount of $100,000; DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 AP-0402 (10/17) -4- (b)The actual cash value; or (c)Cost of repair. Our obligation to pay for a loss in c.(1) above will be reduced by a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. The deductible will be waived for "loss" caused by fire or lightning. (2)Subject to paragraph c.(1). above, we will provide coverage equal to the broadest physical damage coverage applicable to any covered "auto" shown in the declarations. (3)When you are required by written contract to indemnify a lessor for actual financial loss because of loss of use of a hired "auto" resulting from a covered "accident" or "loss", we will cover that financial loss subject to the limit specified in paragraph c.(1). 13. ENHANCED SUPPLEMENTARY PAYMENTS SECTION II.A.2.a. COVERAGE EXTENSIONS , Supplementary Payments (2)and (4)are replaced by the following: (2)Up to $2,500 for the cost of bail bonds (including bonds for related traffic laws violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4)All reasonable expenses incurred bythe "insured" at our request, including actual loss of earnings up to $350 a day because of time off from work. 14. FELLOW EMPLOYEE COVERAGE FOR DESIGNATED POSITIONS The Fellow Employee Exclusion contained inSection II.B.5. does not apply tothe following positions or jobtitles: foreman, supervisor, manager, officer, partner or other senior level "employee". Coverage is excess over all other collectible insurance. 15. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES SECTION III.A.4.a. Transportation Expenses , is replaced by the following: a. Transportation Expenses We will pay upto$50 per day toamaximumof $1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto". We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Cause of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expirations, when the covered "auto" is returned to use or we pay for its "loss". For autos provided with temporary transportation expense,the following physical damage coverage will apply: (1)The most we will pay for any one "accident" or "loss" under the temporary transportation expense physical damage coverage is the lessor of: (a)The any one "Accident" or "Loss" amount of $100,000; (b)The actual cash value; or (c)Cost of repair. Our obligation topay for aloss ina.(1) above will bereduced by adeductible. Thedeductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. The deductible will be waived for "loss" caused by fire or lightning. DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 AP-0402 (10/17) -5- (2)Subject to paragraph a.(1). above, we will provide coverage equal to the broadest physical damage coverage applicable to any covered "auto" shown in the declarations. (3)When you are required by written contract to indemnify a lessor for actual financial loss because of loss of use of a hired "auto" resulting from a covered "accident" or "loss", we will cover that financial loss subject to the limit specified in paragraph a.(1). 16. RENTAL REIMBURSEMENT COVERAGE SECTION III.A.4. - Coverage Extensions - Paragraph d.is added. d.If you carry Comprehensive, Specified Causes of Loss or Collision coverage for the damaged covered "auto" as provided under this policy, then Rental Reimbursement Coverage is provided for that coverage part subject to the following: 1.We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" other than theft, to a covered "auto". Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage. 2.We will only pay for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: (a)The number of days reasonably required to repair or replace the covered "auto"; or, (b)30 days. (c)Our payment is limited to the lesser of the following amounts: (1)Necessary and actual expenses incurred; or (2)$50 per day. 17. LOAN/LEASE GAP COVERAGE Physical Damage Coverage is amended by the addition of the following: 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, not to exceed $2,500 for any one vehicle or $25,000 annually in aggregate. For the purposes of this endorsement, "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 or lease termination fees, 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. 18. ACCIDENTAL AIR BAG DISCHARGE COVERAGE SECTION III.B.3.a - Exclusions . This exclusion does not apply to the accidental discharge of an air bag. DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 GU-5059 (01/17) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADVANCE NOTICE OF CANCELLATION OR COVERAGE REDUCTION OR RESTRICTION PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL CRIME COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART COMMERCIAL UMBRELLA LIABILITY POLICY POLLUTION LIABILITY COVERAGE PART SCHEDULE Number of Days Advance Notice: If this policy is cancelled for any reason other than nonpayment of premium, or we make a material change that reduces or restricts the insurance afforded by a coverage part or policy (except for any reduction in the Limits of Insurance due to claims payments), we will mail advance notice toany person or organization towhomyou have agreed in a written contract to provide such notice, but only if: 1. The agent of record sends a written request to us to provide such notice, including the name and address of such person or organization, and 2. We receive such written request fromthe agent of record, including name and address, at least 14 days before the beginning of the applicable number of advance notice days shown above. All terms and conditions of this policy apply unless modified by this endorsement. 30 Policy Number: CLP3719624 DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 1 Tammy Akif From:Reno Wilkins Sent:Thursday, January 12, 2023 6:10 PM To:Dante Prescod Cc:Tammy Akif Subject:FW: Texas Drainage Insurance Certificate Attachments:Certificate.pdf APPROVED !. To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. Reno Wilkins Risk Manager | Human Resources 3519 Liberty Dr | Pearland, TX 77581 P: 281.652.1833 | M: 281.740.2364 From: Dante Prescod <DPrescod@pearlandtx.gov> Sent: Thursday, January 12, 2023 11:25 AM To: Reno Wilkins <rwilkins@pearlandtx.gov> Cc: Tammy Akif <takif@pearlandtx.gov> Subject: RE: Texas Drainage Insurance Certificate Reno, Thanks for reviewing. I reached out to the vendor for the corrected copy (Attached) please advise on your acceptance at your earliest convenience. Thanks To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. Dante Prescod ROW Superintendent | Engineering & Public Works 2016 Old Alvin Rd | Pearland, TX 77581 P: 281.652.1907 | M: 281.824.2352 From: Reno Wilkins <rwilkins@pearlandtx.gov> Sent: Tuesday, January 10, 2023 11:15 AM To: Dante Prescod <DPrescod@pearlandtx.gov> Cc: Tammy Akif <takif@pearlandtx.gov> Subject: FW: Texas Drainage Insurance Certificate Good morning, Missing: Certificate Holder: City of Pearland DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 2 3519 Liberty Dr. Pearland, TX 77581 To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. Reno Wilkins Risk Manager | Human Resources 3519 Liberty Dr | Pearland, TX 77581 P: 281.652.1833 | M: 281.740.2364 From: Dante Prescod <DPrescod@pearlandtx.gov> Sent: Tuesday, January 10, 2023 11:06 AM To: Tammy Akif <takif@pearlandtx.gov>; Reno Wilkins <rwilkins@pearlandtx.gov> Subject: FW: Texas Drainage Insurance Certificate Reno, Attached is the Certificate of Insurance received from Texas Drainage. At your earliest convenience please advise on its acceptance. Our plan is to present this contract to Council at the February Meeting. Thanks in advance To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. Dante Prescod ROW Superintendent | Engineering & Public Works 2016 Old Alvin Rd | Pearland, TX 77581 P: 281.652.1907 | M: 281.824.2352 From: Zane Hayes <zane@texasdrainage.com> Sent: Tuesday, January 10, 2023 10:47 AM To: Dante Prescod <DPrescod@pearlandtx.gov> Subject: Fwd: Texas Drainage Insurance Certificate [EXTERNAL EMAIL] This email is from outside the COP organization. DO NOT CLICK links or OPEN attachments unless you recognize the sender and know the content is safe. Sent from my iPhone Begin forwarded message: From: Zane Hayes <zane@texasdrainage.com> Date: December 21, 2022 at 9:10:17 AM CST To: Dante Prescod <dprescod@pearlandtx.gov> Subject: Fwd: Texas Drainage Insurance Certificate DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 3 Sent from my iPhone Begin forwarded message: From: John George <johngeorge@texasdrainage.com> Date: December 21, 2022 at 8:48:40 AM CST To: Zane Hayes <zane@texasdrainage.com> Subject: Texas Drainage Insurance Certificate Zane, Forward this to the City. Sorry for the error. John John George General Manager Texas Drainage Inc. 29215-1 Waller Spring Creek Rd Waller TX 77484 Phone: 281-798-9948 cell Email: johngeorge@texasdrainage.com DocuSign Envelope ID: 2B2771DD-878A-4732-9278-FA97028B4713 SCOPE OF WORK 1.0 The City of Pearland (City) seeks competitive bids for excavation and removal of excess material from ditches and from around fixtures within the limits of the excavation. Reshape ditches in conformance with the lines, grades, and typical cross-sections located within the City right of way. Dispose of excess material in accordance with applicable federal, state, and local regulations. Maintain ditch drainage during cleaning and reshaping work. All work shall be in a first-class workmanlike manner acceptable to the City in all respects. 1.1 Cleanup of ditches to re-establish proper grade and remove vegetation and excess material. Valid Dig Ticket/811 must be submitted and completed before excavation takes place. 1.2 Grades need to be established and maintained in the ditches and between culvert ends. Existing and proposed elevation survey to be submitted electronically to City of Pearland. 1.3 Clean and expose culvert ends. Upon cleaning Culverts or enclosed conduit, a vacuum truck or another method of cleaning will be used to collect all debris and sediment (and any water used in the jetting process) at the end of the culvert or pipe. Contractor is to properly dispose of all accumulated debris, sediment, and water from the worksite to an appropriate disposal site. 1.4 To ensure water flow in the drainage ditch, the minimum desired lengthwise slope is 1.0%. It should never be less than 0.5%. The maximum for an unlined ditch is 5%., to the best of the contractor’s ability based on location circumstances. 1.5 Contractor shall furnish all signs, cones and flagmen to maintain proper traffic control and all traffic control measures that may be required. All traffic control must adhere to Texas Manual on Uniform Traffic Control Devices requirements and regulations. 1.6 Supply of all tools, equipment and fuel. 1.7 Assumption of Prime Contractor status including responsibility of all workplace safety and compliance with all applicable health and safety legislation. 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