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#13-6164 (Greeley and Hansen, LLC)
Contract# 13-6164 "Professional Services: Architect and Engineering"-for the following disciplines: Modeling and Simulation (MS) Public Utilities Facilities (PU) FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this q*day of , 20(4 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Greeley and Hansen, LLC, authorized to do business in the State of Florida, whose business address is 5260 Summerlin Commons Way, Suite 302, Fort Myers, FL 33907 (hereinafter referred to as the "CONSULTANT"). WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain professional consulting services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional consulting services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER; and 1 NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional consulting services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners. Work order assignments for CCNA contracts shall be made in accordance with the current Purchasing Procedures, or as amended by OWNER. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 2 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. f 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other 3 governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Federico Maisch, PE Executive Vice President, Eastern Operations as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 4 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional consulting services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3)), ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 5 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic) 6 GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry standard CAD specifications. ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; 8 (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its 9 own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 10 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through five (5) years from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. 4.7 The County Manager or designee may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The County Manager or designee shall give the CONSULTANT written notice of the OWNER's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order/Purchase Order Number and Project Site description (if any). 11 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. Requests for consideration of a price adjustment must be made on the contract anniversary date, in writing, to the Purchasing Director. Price adjustments are dependent upon the lesser of the All Urban consumer price index (CPI) and the All Urban South consumer price index (CPI) for the immediate twelve (12) month period preceding the anniversary date of the Agreement, budget availability, and Purchasing approval. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 12 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 13 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, 14 irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the 15 request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. <This space has been intentionally left blank> 16 ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 17 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, 18 however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 19 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 20 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be 21 limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written 22 notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the 23 compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 24 ARTICLE 16 NOTICES AND ADDRESS OF RECORD 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department 3327 Tamiami Trail East Naples, FL. 34112 Attention: Joanne Markiewicz, Director, Procurement Services Telephone: 239-252-8407 Fax: 239-732-0844 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Greeley and Hansen, LLC 5260 Summerlin Commons Way, Suite 302 Fort Myers, FL 33907 Attn: Federico Maisch, PE Executive Vice President, Eastern Operations Telephone: 239-226-9660 FAX: 239-226-9663 Email: fmaisch @greeley-hansen.com 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. 25 ARTICLE 17 MISCELLANEOUS 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any 26 Work Order that extends beyond the expiration date of this Agreement will survive and remain subject to the terms and conditions of this Agreement until the completion or termination of the Work Order. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 27 ARTICLE 19 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." 28 ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations 29 relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. ****************** 30 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for"Professional Services: Architect and Engineering" the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk, By‘:". 1 Date j� I By: AttestaSto hai an'S Tom ' - *ing, C r:irman signature only. Approved as to Form'and Legality Assistant C my Attorney Greeley and Hansen, LLC By: 2/ ,/ Witness Andrew J. Ma in Andrew W. Ric ,'rdson Associate Chairman and hief Executive Officer Typed Name and Title Typed Name and Title ess Kim A. Tanner Managing Director. Southwest Operations Typed Name and Title 31 SCHEDULE A WORK ORDER/PURCHASE ORDER Contract 13-6164"Professional Services: Architect and Engineering" Contract Expiration Date: , 201 This Work Order is for professional (describe) services for work known as: Project Name: Project No: The work is specified in the proposal dated , 201_which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is assigned to: Name of Firm Scope of Work: As detailed in the attached proposal and the following: * Task I * Task II * Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement # 13- 6164 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with the Agreement referenced above, the County will compensate the Firm in accordance with following method(s): Negotiated Lump Sum (NLS) ['Lump Sum Plus Reimbursable Costs (LS+RC) ❑Time & Material (T&M) (established hourly rate — Schedule B) ['Cost Plus Fixed Fee (CPFF), (define which method will be used for which tasks) as provided in the attached proposal. Task I $ . Task II $ . Task III $ . TOTAL FEE $ . PREPARED BY: Name and Title Date APPROVED BY: (Dept Name) , Department Director Date APPROVED BY: type name, Division Administrator Date ACCEPTED BY: (Company Name) Name&Title of Authorized Company Officer Date A-1 SCHEDULE B: RATE SCHEDULE Standard Hourly Title Rate Principal/Associate $ 206.00 Senior Project Manager $ 172.00 Project Manager $ 147.00 Senior Engineer $ 157.00 Engineer $ 123.00 Senior Inspector $ 96.00 Inspector $ 76.00 Senior Planner $ 139.00 Planner $ 110.00 Senior Designer $ 114.00 Designer $ 94.00 Environmental Specialist $ 109.00 Senior Environmental Specialist $ 134.00 Scientist/Geologist $ 93.00 Senior Scientist/Geologist $ 118.00 Marine Biologist/Hydrogeologist $ 110.00 Senior Marine Biologist/Hydrogeologist $ 138.00 Senior GIS Specialist $ 139.00 GIS Specialist $ 102.00 Clerical/Administrative $ 62.00 Senior Technician $ 85.00 Technician $ 72.00 Surveyor and Mapper $ 120.00 CADD Technician $ 81.00 Survey Crew-2 man $ 130.00 Survey Crew-3 man $ 161.00 Survey Crew-4 man $ 189.00 Senior Architect $ 154.00 Architect $ 121.00 This list is not intended to be all inclusive. Hourly rates for other categories of professional, support and other services shall be mutually negotiated by Collier County and firm on a project by project basis as needed. B-1 SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or c-i allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to C-2 purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: C-3 a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one, if applicable) X $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of Services under a specific Work Order. (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of Services under a specific Work Order. COMMERCIAL GENERAL LIABILITY Required by this Agreement? _X Yes No (5) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than C-4 five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: General Aggregate $300,000 Products/Completed Operations Aggregate $300,000 Personal and Advertising Injury $300,000 Each Occurrence $300,000 Fire Damage $ 50,000 General Aggregate $500,000 Products/Completed Operations Aggregate $500,000 Personal and Advertising Injury $500,000 Each Occurrence $500,000 Fire Damage $ 50,000 X General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage $ 50,000 (6) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. (7) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. C-5 (8) Coverage shall be included for explosion, collapse or underground property damage claims. (9) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of Services under a specific Work Order. (10) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under a specific Work Order. AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? _X Yes No (11) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: _X Bodily Injury & Property Damage - $ 500,000 Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (12) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. C-6 (13) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? X_Yes No (14) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: $ 500,000 each claim and in the aggregate X $1,000,000 each claim and in the aggregate $2,000,000 each claim and in the aggregate $5,000,000 each claim and in the aggregate (15) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (16) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. (17) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will not be moved forward during the term of this Agreement and for five years thereafter. C-7 CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (18) In the sole discretion of the County, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (19) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the C-8 premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (20) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (21) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. C-9 SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Greeley and Hansen, LLC hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning "Professional Services: Architect and Engineering" are accurate, complete and current as of the time of contracting. Greeley and Hansen, LLC BY: 1..LL // Andrew W. r"ichardson TITLE: Chairman and Chief Executive Officer DATE: cisievArt,y II, 00/y D-1 Client#: 639383 GREELAND ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY)2/05/2014 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 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 ACT Carol Ronzani,CPCU USI Midwest-CL PHONE 312 442-7231 FAX 610 537-2457 (A/C,No,Ext): (A/C,No): _ 100 South Wacker Drive E-MAIL ADDRESS: 16th Floor INSURER(S)AFFORDING COVERAGE NAIC# Chicago,IL 60606 INSURER A:Travelers Indemnity Co.of CT 25682 INSURED INSURER B:ACE Property&Casualty Ins.Co. 20699 Greeley and Hansen LLC INSURER C Charter Oak Fire Insurance Co. 25615 100 S.Wacker Drive, 14th Floor INSURER D:Continental Casualty Company 20443 Chicago,IL 60606 INSURER E:Travelers Indemnity Company 25658 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE 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 INSR WVD POLICY NUMBER (MM/DD/YYEYYY) (MMILDDY/YYYY) LIMITS A GENERAL LIABILITY 630100L6916TCT13 07/01/2013 07/01/2014 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO occurrence) $100,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $5,000 X Deductible N/A PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 X POLICY JECOT- LOC $ _ MBI (Ea AUTOMOBILE LIABILITY 810100L6916IND13 07/01/2013 07/01/2014 CO NED SINGLE LIMIT E accident) $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS --- X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $1 000 AUTOS (Per accident) , XComp Ded X Coll Ded $1,000 B X UMBRELLA LIAB X OCCUR M00573760 07/01/2013 07/01/2014 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTIONS10,000 Prod-CompOps $10,000,000Agg C WORKERS COMPENSATION POUB100L691613 07/01/2013 07/01/2014 X WCSTATU- OTH AND EMPLOYERS'LIABILITY TORY LIMITS ER Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Professional Liab AEH008221445 07/01/2013 07/01/2014 10,000,000 Each Claim Ded.350,000 10,000,000 Aggregate A Valuable Papers 630100L6916TCT13 07/01/2013 07/01/2014 500,000 Limit/5,000 Ded DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) GH Project-Contract#13-6164-Professional Services:Architect and Engineering-for the following disciplines: Modeling and Simulation(MS); Public Utilities Facilities(PU). Collier County and the Collier County Board of County Commissioners are included as additional insureds on a primary/non-contributory basis with respect to general liability and automobile liability as required by written contract for the above project. Waiver of subrogation applies in favor of the additional insureds. CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Y y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail East Naples, FL 34112-4901 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S11664559/M11664510 CXRAA This page has been left blank intentionally: Aork TRAVELERS J One Tower Square, Hartford,Connecticut 06183 TRAVELERS CORP. TEL: 1-800-328-2189 ARCHITECTS AND ENGINEERS COMMON POLICY DECLARATIONS ISSUE DATE: 06/18/13 POLICY NUMBER: P-630-100L6916-TCT-13 INSURING COMPANY: THE TRAVELERS INDEMNITY COMPANY OF CONNECTICUT 1. NAMED INSURED AND MAILING ADDRESS: GREELEY AND HANSEN LLC (AS PER IL T8 00) 100 S. WACKER DR., STE. 1400 CHICAGO, IL 60606 2. POLICY PERIOD: From 07/01/13 to 07/01/14 12:01 A.M. Standard Time at your mailing address. 3. LOCATIONS Premises Bldg. Loc. No. No. Occupancy Address SEE IL TO 03 4. COVERAGE PARTS FORMING PART OF THIS POLICY AND INSURING COMPANIES: DELUXE PROPERTY COVERAGE PART DECLARATIONS DX TO 00 11 12 TCT COMMERCIAL GENERAL LIABILITY COV PART DECLARATIONS CG TO 01 11 03 TCT EMPLOYEE BENEFITS LIABILITY COV PART DECLARATIONS CG TO 09 09 93 TCT COMMERCIAL INLAND MARINE COV PART DECLARATIONS CM TO 01 07 86 TCT 5. NUMBERS OF FORMS AND ENDORSEMENTS FORMING A PART OF THIS POLICY: SEE IL T8 01 10 93 6. SUPPLEMENTAL POLICIES: Each of the following is a separate policy containing its complete provisions: Policy Policy No. Insuring Company SEE CALCULATION OF PREMIUM DIRECT BILL COMPOSITE RATES ENDORSEMENT 7. PREMIUM SUMMARY: Provisional Premium $ 169,298 Due at Inception $ Due at Each $ NAME AND ADDRESS OF AGENT OR BROKER: COUNTS SIGNED USI MIDWEST (64384) 100 S WACKER DR 16TH FL \ J /. 4 CHICAGO, IL 60606 Authorized Representativ DATE: 1 IL TO 02 11 89(REV. 09-07) PAGE 1 OF 2 OFFICE: CHICAGO IL TRAVELERS J sk POLICY NUMBER: P-630-100L6916-TCT-13 EFFECTIVE DATE: 07-01-13 ISSUE DATE: 06-18-13 COMMERCIAL GENERAL LIABILITY (CONTINUED) CG 00 01 10 01 COMMERCIAL GENERAL LIABILITY COV FORM CG D2 55 11 03 AMENDMENT OF COVERAGE - POLLUTION CG D4 11 04 08 ADDL INSD-DESIG PERSON OR ORGANIZATION CG D4 14 04 08 BLANKET ADDL INSD - WRITTEN CONTRACTS CG D4 23 07 08 COVERAGE TERRITORY LIMITATION CG D4 71 02 09 AMEND COVERAGE B - PERS & ADV INJURY CG 21 70 01 08 CAP ON LOSSES-CERTIFIED ACTS-TERRORISM CG DO 37 04 05 OTHER INSURANCE-ADDITIONAL INSUREDS CG D4 15 05 08 ARCHITECTS-ENGINEERS-SURVEYORS IND EDGE CG D2 43 01 02 FUNGI OR BACTERIA EXCLUSION CG D2 64 11 03 EXCL-TEST/CONSULTING ERRORS AND OMISSION CG D2 72 11 03 EXCL-INSPECTION/APPRAISAL/SURVEY COMPANI CG D2 88 11 03 EMPLOYMENT-RELATED PRACTICES EXCLUSION CG D2 93 11 03 EXCL-CONSTRUCT MANAGE ERRORS & OMISSIONS CG D3 26 10 11 EXCLUSION - UNSOLICITED COMMUNICATION CG D3 56 01 05 MOBILE EQUIP/EXCL VEHICLES SUB TO MV LAW CG D4 18 11 09 EXCL - PROF SERV - ARCHITECT/ENG/SURVEY CG D4 21 07 08 AMEND CONTRAC LIAB EXCL-EXC TO NAMED INS CG D6 18 10 11 EXCL-VIOLATION OF CONSUMER FIN PROT LAWS CG DO 76 06 93 EXCLUSION-LEAD CG DO 93 08 96 EXCL-COMPUTER SOFTWARE ERRORS & OMISSION CG D1 42 01 99 EXCLUSION-DISCRIMINATION CG D2 04 06 01 EXCL-EXTERIOR INSULATION & FINISH SYSTEM CG D2 26 06 99 EXCLUSION - TOBACCO CG D2 40 06 01 EXCLUSION - SILICA CG D2 42 01 02 EXCLUSION WAR CG T3 23 08 11 EXCL - AIRCRAFT PROD AND GROUNDING CG T4 78 02 90 EXCLUSION-ASBESTOS EMPLOYEE BENEFITS LIABILITY CG TO 09 09 93 EMPLOYEE BENEFITS LIAB COV PART DEC CG TO 43 11 88 EMPLOYEE BENEFITS LIAB TABLE OF CONTENTS CG T1 01 07 86 EMPLOYEE BENEFITS LIABILITY COV FORM CG T5 30 06 89 AMENDMENT-EBL CG DO 38 03 95 EXCLUSION-IRC VIOLATIONS CG T4 85 11 88 ADDITIONAL EXCLUSION-EBL MULTIPLE SUBLIME ENDORSEMENTS C = COMMERCIAL GENERAL LIABILITY E = EMPLOYEE BENEFITS LIABILITY L = LIQUOR LIABILITY CG 02 00 12 07 IL CHANGES -CANCELLATION AND NONRENEWAL (C, E, L) IL T8 01 10 93 PAGE: 2 OF 3 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II—WHO IS plies only to such "bodily injury" or "property AN INSURED: damage"that occurs before the end of the pe- Any person or organization that you agree in a riod of time for which the "written contract re "written contract requiring insurance"to include as quiring insurance" requires you to provide an additional insured on this Coverage Part,but: such coverage or the end of the policy period, whichever is earlier. a. Only with respect to liability for"bodily injury", "property damage"or"personal injury";and 2. The following is added to Paragraph 4.a. of SEC- TION IV—COMMERCIAL GENERAL LIABILITY b. If, and only to the extent that, the injury or CONDITIONS: damage is caused by acts or omissions of you or your subcontractor in the performance The insurance provided to the additional insured of "your work" to which the "written contract is excess over any valid and collectible "other in requiring insurance" applies. The person or surance", whether primary, excess, contingent or organization does not qualify as an additional on any other basis, that is available to the addi insured with respect to the independent acts tional insured for a loss we cover. However, if you or omissions of such person or organization. specifically agree in the"written contract requiring insurance"that this insurance provided to the ad- The insurance provided to such additional insured ditional insured under this Coverage Part must is limited as follows: apply on a primary basis or a primary and non- c. In the event that the Limits of Insurance of contributory basis, this insurance is primary to this Coverage Part shown in the Declarations "other insurance" available to the additional in- exceed the limits of liability required by the sured which covers that person or organization as "written contract requiring insurance", the in- a named insured for such loss, and we will not surance provided to the additional insured share with that "other insurance". But this insur- shall be limited to the limits of liability required ance provided to the additional insured still is ex- by that"written contract requiring insurance". cess over any valid and collectible "other insur- This endorsement shall not increase the limits ance", whether primary, excess, contingent or on of insurance described in Section III — Limits any other basis, that is available to the additional Of Insurance. insured when that person or organization is an d. This insurance does not apply to the render- ing of or failure to render any "professional 3. The following is added to SECTION IV — COM- services" or construction management errors MERCIAL GENERAL LIABILITY CONDITIONS: or omissions. Duties Of An Additional Insured e. This insurance does not apply to "bodily in- As a condition of coverage provided to the addi- jury" or "property damage" caused by "your tional insured: work" and included in the "products- completed operations hazard" unless the a. The additional insured must give us written "written contract requiring insurance" specifi notice as soon as practicable of an "occur- cally requires you to provide such coverage rence" or an offense which may result in a for that additional insured,and then the insur claim. To the extent possible, such notice ance provided to the additional insured ap- should include: CG D4 14 04 08 ©2008 The Travelers Companies,Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" any provider of other insurance which would or offense took place; cover the additional insured for a loss we ii. The names and addresses of any injured cover. However, this condition does not affect persons and witnesses;and whether this insurance provided to the addi- iii. The nature and location of any injury or tional insured is primary to that other insur- damage arising out of the"occurrence" or ante available to the additional insured which offense. covers that person or organization as a named insured. b. If a claim is made or"suit" is brought against the additional insured, the additional insured 4. The following is added to the DEFINITIONS Sec- must: tion: i. Immediately record the specifics of the "Written contract requiring insurance" means that claim or"suit"and the date received;and part of any written contract or agreement under or- ii. Notify us as soon as practicable. which you are required to include a person or or- ganization as an additional insured on this Cover- The additional insured must see to it that we age Part, provided that the "bodily injury" and receive written notice of the claim or"suit"as "property damage" occurs and the "personal in- soon as practicable. jury"is caused by an offense committed: c. The additional insured must immediately send a. After the signing and execution of the contract us copies of all legal papers received in con- or agreement by you; nection with the claim or"suit", cooperate with b. While that part of the contract or agreement is us in the investigation or settlement of the in effect; and claim or defense against the "suit", and oth- erwise comply with all policy conditions. c. Before the end of the policy period. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to Page 2 of 2 ©2008 The Travelers Companies,Inc. CG D4 14 04 08 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ARCHITECTS, ENGINEERS AND SURVEYORS INDUSTRYEDGE SM ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part,and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only.Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights,duties, and what is and is not covered. A. Broadened Named Insured M. Who Is An Insured — Newly Acquired Or B. Incidental Medical Malpractice Formed Organizations C. Reasonable Force— Bodily Injury Or Property N. Injury To Co Employees And Co Volunteer Damage Workers D. Non-Owned Watercraft— Increased To Up To O. Medical Payments Limit 75 feet P. Knowledge And Notice Of Occurrence Or E. Aircraft Chartered With Pilot Offense F. Extension Of Coverage — Damage To Q. Other Insurance Condition Premises Rented To You R. Unintentional Omission G. Personal Injury—Assumed by Contract S. Waiver Of Transfer Of Rights Of Recovery H. Increased Supplementary Payments Against Others To Us When Required By Contract I. Additional Insured — Owner, Manager Or Lessor Of Premises T. Amended Bodily Injury Definition J. Additional Insured— Lessor Of Leased Equip- U. Amended Insured Contract Definition — Rail- ment road Easement K. Additional Insured — State Or Political V. Additional Definition — Written Contract Re- Subdivisions—Permits Relating To Premises quiring Insurance L. Additional Insured — State Or Political Subdivisions—Permits Relating To Operations PROVISIONS ever, coverage for any such additional organize- A. BROADENED NAMED INSURED — UNNAMED tion will cease as of the date, if any, during the SUBSIDIARIES policy period, that you no longer are the sole owner of, or maintain the majority ownership in- The Named Insured in Item 1. of the Declarations terest in,such organization. is amended as follows: B. INCIDENTAL MEDICAL MALPRACTICE The person or organization named in Item 1. of the Declarations and any organization, other than 1. The following is added to the definition of"oc- the partnership, joint venture, limited liability corn- currence"in the DEFINITIONS Section: pany or trust, of which you are the sole owner or Unless you are in the business or occupation in which you maintain the majority ownership in- of providing professional health care services, terest on the effective date of the policy. How- "occurrence" also means an act or omission CG D4 15 05 08(Rev.10-08) ©2008 The Travelers Companies,Inc. Page 1 of 8 COMMERCIAL GENERAL LIABILITY committed by any of your"employees"who is for "bodily injury" that arises out of providing employed by you as a registered nurse, li- or failing to provide "incidental medical ser- censed practical nurse, emergency medical vices" or "Good Samaritan services", except technician or paramedic, in providing or failing for insurance purchased specifically by you to to provide "incidental medical services" or apply in excess of the Limits of Insurance "Good Samaritan services"to a person. shown in the Declarations for this Coverage 2. The following is added to the DEFINITIONS Part. Section: 6. The following is added to Paragraph 5. of a. "Incidental medical services" means SECTION III—LIMITS OF INSURANCE: medical,surgical,dental, laboratory,x-ray For the purposes of determining the applica- or nursing service, treatment, advice or ble Each Occurrence Limit, all related acts or instruction; the related furnishing of food omissions committed by any of your"employ- or beverages; the furnishing or dispens- ees"in providing or failing to provide"inciden- ing of drugs or medical supplies or appli- tal medical services"or"Good Samaritan ser- ances; or first aid. vices"to any one person will be deemed to be b. "Good Samaritan services" means those one"occurrence". medical services rendered or provided in C. REASONABLE FORCE PROPERTY DAMAGE— an emergency and for which no remu- EXCEPTION TO EXPECTED OR INTENDED IN- neration is demanded or received. JURY EXCLUSION 3. The following is added to Paragraph 2.a.(1) The following replaces Exclusion a., Expected Or of SECTION 11—WHO IS AN INSURED Intended Injury, in Paragraph 2.of SECTION I— Paragraphs (1) (a), (b), (c) and (d) above do COVERAGES — COVERAGE A BODILY IN- not apply to any of your"employees"who are JURY AND PROPERTY DAMAGE LIABILITY: employed by you as a registered nurse, li a. Expected Or Intended Injury Or Damage censed practical nurse, emergency medical technician or paramedic but only while per- "Bodily injury"or"property damage"expected forming the services described in Paragraph or intended from the standpoint of the in- 1. above and while acting within the scope of sured. This exclusion does not apply to"bod- their employment by you. Any such "employ- ily injury" or"property damage" resulting from ees" rendering "incidental medical services" the use of reasonable force to protect any or"Good Samaritan services"will be deemed person or property. to be acting within the scope of their employ- D. NON-OWNED WATERCRAFT — INCREASED ment by you. TO UP TO 75 FEET 4. The following exclusion is added to Para- 1. The following replaces Paragraph (2) of Ex- graph 2. Exclusions of SECTION I — COV- clusion g., Aircraft, Auto Or Watercraft, in ERAGES—COVERAGE A BODILY INJURY Paragraph 2. of SECTION I — COVERAGES AND PROPERTY DAMAGE LIABILITY: — COVERAGE A BODILY INJURY AND Sale of Pharmaceuticals PROPERTY DAMAGE LIABILITY: "Bodily injury" or "property damage" arising (2) A watercraft you do not own that is: out of the willful violation of a penal statute or (a) Less than 75 feet long; and ordinance relating to the sale of pharmaceuti- (b) Not being used to carry any person or cals committed by or with the knowledge or property for a charge. consent of the insured. 2. The following is added to SECTION II—WHO 5. The following is added to Paragraph 4.b., Ex- IS AN INSURED: cess Insurance, of SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDI- Any person who, with your expressed or im- TIONS: plied consent,either uses or is responsible for the use of a nonowned watercraft that is less This insurance is excess over any valid and than 75 feet and not being used to carry per- collectible"other insurance", whether primary, son or property for a charge is included as an excess, contingent or on any other basis, that insured under this Coverage Part. is available to you or any of your"employees" Page 2 of 8 ©2008 The Travelers Companies,Inc. CG D4 15 05 08(Rev.10-08) COMMERCIAL GENERAL LIABILITY E. AIRCRAFT CHARTERED WITH PILOT of the owner, caused by: fire; explosion; light- The following is added to Exclusion g., Aircraft, ning; smoke resulting from such fire, explo Auto Or Watercraft, in Paragraph 2.of SECTION sion, or lightning; or water. The Damage To I — COVERAGES — COVERAGE A BODILY IN- Premises Rented To You Limit will apply to all JURY AND PROPERTY DAMAGE LIABILITY: "property damage" proximately caused by the same "occurrence", whether such damage This exclusion does not apply to an aircraft that results from: fire; explosion; lightning; smoke is: resulting from such fire, explosion, or light- (a) Chartered with a pilot to any insured; and ning; or water; or any combination of any of (b) Not owned by any insured. these causes. F. EXTENSION OF COVERAGE — DAMAGE TO The Damage To Premises Rented To You PREMISES RENTED TO YOU Limit will be the higher of: 1. The following replaces the last paragraph of a. $300,000; or SECTION I—COVERAGES—COVERAGE A b. The amount shown for the Damage To BODILY INJURY AND PROPERTY DAM- Premises Rented To You Limit in the AGE LIABILITY: Declarations for this Coverage Part. Exclusions c. through n. do not apply to dam- 4. The following replaces Paragraph a. of the age to premises while rented to you, or tem- definition of"insured contract" in the DEFINI- porarily occupied by you with permission of TIONS Section: the owner, caused by: a. A contract for a lease of premises. How- a. Fire; ever, that portion of the contract for a b. Explosion; lease of premises that indemnifies any person or organization for damage to c. Lightning; premises while rented to you, or tempo- d. Smoke resulting from such fire,explosion, rarily occupied by you with permission of or lightning; or the owner, caused by: fire; explosion; e. Water. lightning; smoke resulting from such fire, explosion, or lightning; or water is not an A separate limit of insurance applies to this "insured contract"; coverage as described in SECTION III—LIM- G. PERSONAL INJURY — ASSUMED BY CON- ITS OF INSURANCE TRACT 2. The insurance under this Provision F. does The following replaces Exclusion e., Contractual not apply to damage to premises while rented Liability in Paragraph 2. of SECTION I — COV- to you, or temporarily occupied by you with ERAGES — COVERAGE B PERSONAL AND permission of the owner, caused by: ADVERTISING INJURY LIABILITY: a. Rupture, bursting, or operation of pres- "Advertising injury"for which the insured has as- sure relief devices; sumed liability in a contract or agreement. This b. Rupture or bursting due to expansion or exclusion does not apply to liability for damages swelling of the contents of any building or that the insured would have in the absence of the structure, caused by or resulting from wa- contract or agreement. ter; or H. INCREASED SUPPLEMENTARY PAYMENTS c. Explosion of steam boilers, steam pipes, steam engines,or steam turbines. 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS — COVER- 3. The following replaces Paragraph 6. of SEC- AGES A AND B of SECTION I — COVER- TION III—LIMITS OF INSURANCE AGES: Subject to 5. above, the Damage To Prem- b. Up to $2,500 for cost of bail bonds re- ises Rented To You Limit is the most we will quired because of accidents or traffic law pay under Coverage A for the sum of all violations arising out of the use of any damages because of "property damage" to vehicle to which the Bodily Injury Liability any one premises while rented to you, or Coverage applies.We do not have to fur- temporarily occupied by you with permission Wish these bonds. CG D4 15 05 08(Rev.10-08) ©2008 The Travelers Companies,Inc. Page 3 of 8 COMMERCIAL GENERAL LIABILITY 2. The following replaces Paragraph 1.d. of performed by or on behalf of such SUPPLEMENTARY PAYMENTS — COVER- additional insured;or AGES A AND B of SECTION I — COVER- (3) Any premises for which coverage is AGES: excluded by another endorsement to d. All reasonable expenses incurred by the this Coverage Part. insured at our request to assist us in the 3. This Provision I. does not apply on any basis investigation or defense of the claim or to any person or organization for which cov- "suit", including actual loss of earnings up erage as an additional insured specifically is to $500 a day because of time off from added by another endorsement to this Cover- work. age Part. I. ADDITIONAL INSURED —OWNER, MANAGER J. ADDITIONAL INSURED—LESSOR OF LEASED OR LESSOR OF PREMISES EQUIPMENT 1. The following is added to SECTION II—WHO 1. The following is added to SECTION II—WHO IS AN INSURED: IS AN INSURED: Any person or organization that you have Any person or organization that you have agreed in a "written contract requiring insur- agreed in a "written contract requiring insur- ance" to include as an additional insured on ance" to include as an additional insured on this Coverage Part is an insured, but: this Coverage Part is an insured,but: a. Only with respect to liability for"bodily in- a. Only with respect to liability for"bodily in- jury" or"property damage" that occurs, or jury"or"property damage"that occurs, or "personal injury" caused by an offense "personal injury" caused by an offense committed, after you have entered into committed, after you have entered into that"written contract requiring insurance"; that"written contract requiring insurance"; and and b. Only if the "bodily injury", "property dam- b. Only if the "bodily injury", "property dam- age" or "personal injury" is caused, in y y fry"' i p y whole or in part, by acts or omissions of age" or "personal injury" is caused, in whole or in part, by acts or omissions of you or any person or organization per- you or any person or organization per- forming operations on your behalf, and forming operations on your behalf, in the arises out of the ownership, maintenance maintenance, operation or use of equip- or use of that part of any premises leased ment leased to you by such additional in- to you under that"written contract requir- sured. ing insurance". in- 2. The insurance provided to such additional in- 2. The insurance provided to such additional in- sured under this Provision I. is subject to the following under provisions: Provision J. is subject to the following provisions: following provisions: a. The limits of insurance afforded to such a. The limits of insurance afforded to such additional insured shall be the limits additional insured shall be the limits which you agreed to provide in the "writ- which you agreed to provide in the "writ- ten contract requiring insurance", or the ten contract requiring insurance", or the limits shown in the Declarations for this limits shown in the Declarations for this Coverage Part, whichever are less; and Coverage Part,whichever are less; and b. The insurance afforded to such additional b. The insurance afforded to such additional insured does not apply: insured does not apply to: (1) Any "bodily injury" or "property dam- (1) To any "bodily injury" or "property ( ) y y y damage"that occurs, or"personal in- age" that occurs, or "personal injury" jury" caused by an offense commit- caused by an offense committed, af- ted, after the equipment lease ex- ter you cease to be a tenant in that pires;or premises; (2) Any structural alterations, new con- (2) If the equipment is leased with an struction or demolition operations operator. Page 4 of 8 ©2008 The Travelers Companies,Inc. CG D4 15 05 08(Rev.10-08) COMMERCIAL GENERAL LIABILITY 3. This Provision J.does not apply on any basis riod, whichever is earlier. Any such newly ac- to any person or organization for which cov- quired or formed organization that you report erage as an additional insured specifically is in writing to us within 180 days after you ac- added by another endorsement to this Cover- quire or form the organization will be covered age Part. under this provision until the end of the policy K. ADDITIONAL INSURED — STATE OR POLITI- period, even if there are more than 180 days CAL SUBDIVISIONS—PERMITS RELATING TO remaining until the end of the policy period. PREMISES N. INJURY TO CO-EMPLOYEES AND CO.The following is added to SECTION II—WHO IS VOLUNTEER WORKERS AN INSURED: The following is added to SECTION II —WHO IS Any state or political subdivision that has issued a AN INSURED: permit in connection with premises owned or oc- 1. Your "employees" are insureds with respect cupied by, or rented or loaned to, you, is an in- to "bodily injury" to a co-"employee" in the sured, but only with respect to "bodily injury", course of the co-"employee's"employment by "property damage", "personal injury" or "advertis- you, or to your"volunteer workers"while per- ing injury"arising out of the existence, ownership, forming duties related to the conduct of your use, maintenance, repair, construction, erection business, provided that this coverage for your or removal of advertising signs, awnings, cano- "employees" does not apply to acts outside pies, cellar entrances, coal holes, driveways, the scope of their employment by you or while manholes, marquees, hoist away openings, side- performing duties unrelated to the conduct of walk vaults, elevators, street banners or decora- your business. tions for which that state or political subdivision 2. Your "volunteer workers" are insureds with has issued such permit. respect to "bodily injury" to a co-"volunteer L. ADDITIONAL INSURED — STATE OR POLITI- worker" while performing duties related to the CAL SUBDIVISIONS—PERMITS RELATING TO conduct of your business, or to your"employ- OPERATIONS ees" in the course of the "employee's" em- The following is added to SECTION II—WHO IS ployment by you, provided that this coverage AN INSURED: for your "volunteer workers" does not apply while performing duties unrelated to the con- Any state or political subdivision that has issued a duct of your business. permit is an insured, but only with respect to"bod- ily injury", "property damage", "personal injury" or 3. Subparagraphs 2.a.(1)(a), (b) and (c) and "advertising injury" arising out of operations per-3.a. of SECTION II—WHO IS AN INSURED formed by you or on your behalf for which that do not apply to"bodily injury"for which insur- state or political subdivision has issued such ance is provided by paragraph 1.or 2.above. permit. However, no such state or political subdi- O. MEDICAL PAYMENTS LIMIT vision is an insured for: The following replaces paragraph 7. of SECTION 1. "Bodily injury", "property damage", "personal III—LIMITS OF INSURANCE: injury"or"advertising injury" arising out of op- Subject to 5. above, the Medical Expense Limit is orations performed for that state or political the most we will pay under Coverage C for all subdivision;or medical expenses because of"bodily injury" sus- 2. "Bodily injury" or "property damage" included tained by any one person, and will be the higher within the "products — completed operations of: hazard". a. $10,000;or M. WHO IS AN INSURED — NEWLY ACQUIRED b. The amount shown on the Declarations OR FORMED ORGANIZATIONS for Medical Expense Limit. The following replaces Paragraph 4.a. of SEC- P. KNOWLEDGE AND NOTICE OF OCCUR- TION II—WHO IS AN INSURED: RENCE OR OFFENSE a. Coverage under this provision is afforded only The following is added to Paragraph 2. Duties In until the 180th day after you acquire or form The Event of Occurrence, Offense, Claim Or the organization or the end of the policy pe- CG D4 15 05 08(Rev.10-08) ©2008 The Travelers Companies,Inc. Page 5 of 8 COMMERCIAL GENERAL LIABILITY Suit of SECTION IV—COMMERCIAL GENERAL ance" by the method described in c. LIABILITY CONDITIONS: below. Notice of an "occurrence" or of an offense which b. Excess Insurance may result in a claim must be given as soon as This insurance is excess over any of practicable after knowledge of the"occurrence"or the "other insurance", whether pri- offense has been reported to you, one of your mary, excess, contingent or on any "executive officers" (if you are a corporation), one other basis: of your partners who is an individual (if you are a (1) That is Fire, Extended Coverage, partnership), one of your managers (if you are a Builder's Risk, Installation Risk, limited liability company), one of your trustees or similar coverage for "your who is an individual (if you are a trust), or an work"; "employee"(such as an insurance, loss control or (2) That is Fire insurance for prem- risk manager or administrator) designated by you to give such notice. ises rented to you or temporarily occupied by you with permission Knowledge by any other"employee"of an"occur- of the owner; renee" or offense does not imply that you also (3) That is insurance purchased by have such knowledge. you to cover your liability as a Notice of an "occurrence" or of an offense which tenant for "property damage" to may result in a claim will be deemed to be given premises rented to you or tempo- as soon as practicable to us if it is given in good rarily occupied by you with per- faith as soon as practicable to your workers'corn- mission of the owner;or pensation, accident, or health insurer. This ap- (4) If the loss arises out of the main- plies only if you subsequently give notice of the tenance or use of aircraft, "occurrence" or offense to us as soon as practi- "autos", or watercraft to the ex- cable after you, one of your"executive officers" (if tent not subject to Exclusion g. of you are a corporation), one of your partners who Section I -Coverage A— Bodily is an individual (if you are a partnership), one of Injury And Property Damage Li- your managers (if you are a limited liability corn- ability;or pany), one of your trustees who is an individual (if (5) That is available to the insured you are a trust), or an "employee"(such as an in- when the insured is an additional surance, loss control or risk manager or adminis- insured under any other policy, trator)designated by you to give such notice dis- including any umbrella or excess covers that the "occurrence" or offense may in- policy. volve this policy. When this insurance is excess, we Q. OTHER INSURANCE CONDITION will have no duty under Coverages A or B to defend the insured against 1. The following replaces Paragraph 4., Other Insurance of SECTION IV— COMMERCIAL any "suit" is any duty defend fe of"other in- Insurance LIABILITY CONDITIONS: surance" has a duty to defend the in- GENERAL against that "suit". If no pro- 4. Other Insurance vider of "other insurance" defends, If valid and collectible"other insurance"is we will undertake to do so, but we will available to the insured for a loss we be entitled to the insured's rights cover under Coverages A or B of this against all those providers of "other Coverage Part,our obligations are limited insurance". as follows: When this insurance is excess over a. Primary Insurance "other insurance", we will pay only our share of the amount of the loss, if This insurance is primary except any,that exceeds the sum of: when b. below applies. If this insur- ance is primary, our obligations are (1) The total amount that all such not affected unless any of the "other "other insurance" would pay for insurance" is also primary. Then, we the loss in the absence of this in will share with all that "other insur- surance;and Page 6 of 8 ©2008 The Travelers Companies,Inc. CG D4 15 05 08(Rev.10-08) COMMERCIAL GENERAL LIABILITY (2) The total of all deductible and Insurance shown on the Declarations of self-insured amounts under that this Coverage Part. "other insurance". R. UNINTENTIONAL OMISSION We will share the remaining loss, if 1. The following is added to Paragraph 6. Rep- any,with any"other insurance"that is resentations of SECTION IV — COMMER- not described in this Excess Insur CIAL GENERAL LIABILITY CONDITIONS: ance provision. c. Method Of Sharing The unintentional omission of, or uninten- tional error in, any information provided by If all of the "other insurance" permits you which we relied upon in issuing this policy contribution by equal shares, we will shall not prejudice your rights under this in- follow this method also. Under this surance. approach each provider of insurance contributes equal amounts until it has 2. This Provision R. does not affect our right to paid its applicable limit of insurance collect additional premium or to exercise our or none of the loss remains, which- right of cancellation or nonrenewal in accor- ever comes first. dance with applicable insurance laws or regu- If any of the "other insurance" does lations. not permit contribution by equal S. WAIVER OF TRANSFER OF RIGHTS OF RE- shares, we will contribute by limits. COVERY AGAINST OTHERS TO US WHEN Under this method, the share of each REQUIRED BY CONTRACT provider of insurance is based on the The following is added to Paragraph 8. Transfer ratio of its applicable limit of Insur- of Rights of Recovery Against Others to Us of ante to the total applicable limits of SECTION IV — COMMERCIAL GENERAL LI- insurance of all providers of Insur ABILITY CONDITIONS: ance. 2. The following definition is added to SECTION We waive any rights of recovery we may have V—DEFINITIONS: against any person or organization because of payments we make for "bodily injury", "property "Other insurance": damage", "personal injury" or "advertising injury" a. Means insurance, or the funding of arising out of: losses, that is provided by, through or on 1. Premises owned by you, temporarily occu- behalf of: pied by you with permission of the owner, or (1) Another insurance company; leased or rented to you; (2) Us or any of our affiliated insurance 2. Ongoing operations performed by you, or on companies, except when the Non your behalf, under a contract or agreement cumulation of Each Occurrence Limit with that person or organization; section of Paragraph 5.of LIMITS OF INSURANCE (Section III) or the Non 3. "Your work";or cumulation of Personal and Advertis- 4. "Your products". ing Injury limit sections of Paragraph We waive these rights only where you have 4. of LIMITS OF INSURANCE (Sec- agreed to do so as part of a "written contract re- tion III)applies; quiring insurance"entered into by you before, and (3) Any risk retention group; in effect when, the "bodily injury" or "property (4) Any self-insurance method or pro- damage" occurs, or the "personal injury" offense gram, other than any funded by you or"advertising injury"offense is committed. and over which this Coverage Part T. AMENDED BODILY INJURY DEFINITION applies; or The following replaces the definition of "bodily (5) Any similar risk transfer or risk man- injury"in the DEFINITIONS Section: agement method. b. Does not include umbrella insurance, or "Bodily injury" means bodily injury, mental an- excess insurance, that you bought spe guish, mental injury, shock, fright, disability, hu- cifically to apply in excess of the Limits of miliation, sickness or disease sustained by a per- CG D4 15 05 08(Rev.10-08) ©2008 The Travelers Companies,Inc. Page 7 of 8 COMMERCIAL GENERAL LIABILITY son, including death resulting from any of these at 'Written contract requiring insurance" means that any time. part of any written contract or written agreement U. AMENDED INSURED CONTRACT DEFINITION under which you are required to include a person —RAILROAD EASEMENT or organization as an additional insured on this Coverage Part, provided that the "bodily injury" 1. Subparagraph c. of the definition of "insured and "property damage" occurs, and the "personal contract" in the DEFINITIONS Section is re- injury"is caused by an offense committed: placed by the following: a. After the signing and execution of the contract c. Any easement or license agreement; or agreement by you; 2. Subparagraph f.(1) of the definition of "in- b. While that part of the contract or agreement is sured contract" in the DEFINITIONS Section in effect; and is deleted. V. ADDITIONAL DEFINITION — WRITTEN CON- c. Before the end of the policy period. TRACT REQUIRING INSURANCE The following definition is added to the DEFINI- TIONS Section: Page 8 of 8 ©2008 The Travelers Companies,Inc. CG D4 15 05 08(Rev.10-08) POLICY NUMBER: P-630-100L6916-TCT-13 ISSUE DATE: 06-18-13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION/NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 45 NONRENEWAL: Number of Days Notice of Nonrenewal: PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED SHOWN IN THE DECLARATIONS RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS: A. IF WE CANCEL THIS POLICY FOR ANY STATUTORILY PERMITTED REASON OTHER THAN NONPAYMENT OF PREMIUM WE WILL MAIL NOTICE OF CANCELLATION TO THE PERSON OR ORGANIZATION SHOWN IN THE SCHEDULE ABOVE. WE WILL MAIL SUCH NOTICE TO THE ADDRESS SHOWN IN THE SCHEDULE ABOVE AT LEAST THE NUMBER OF DAYS SHOWN FOR CANCELLATION IN THE SCHEDULE ABOVE BEFORE THE EFFECTIVE DATE OF CANCELLATION PROVISIONS: A. If we cancel this policy for any statutorily permit- B. If we decide to not renew this policy for any statu- ted reason other than nonpayment of premium, torily permitted reason, and a number of days is and a number of days is shown for cancellation in shown for nonrenewal in the schedule above, we the schedule above, we will mail notice of cancel- will mail notice of the nonrenewal to the person or lation to the person or organization shown in the organization shown in the schedule above. We schedule above. We will mail such notice to the will mail such notice to the address shown in the address shown in the schedule above at least the schedule above at least the number of days number of days shown for cancellation in the shown for nonrenewal in the schedule above be- schedule above before the effective date of can- fore the expiration date. cellation. IL T4 00 12 09 ©2009 The Travelers Indemnity Company Page 1 of 1 �A► TRAVELERS J One Tower Square, Hartford,Connecticut 06183 TRAVELERS CORP. TEL: 1-800-328-2189 COMMON POLICY DECLARATIONS ISSUE DATE: 06/18/13 POLICY NUMBER: P-810-100L6916-IND-13 INSURING COMPANY: THE TRAVELERS INDEMNITY COMPANY 1. NAMED INSURED AND MAILING ADDRESS: GREELEY AND HANSEN LLC AND AS PER IL T8 00 100 S. WACKER DR., STE. 1400 CHICAGO, IL 60606 2. POLICY PERIOD: From 07/01/13 to 07/01/14 12:01 A.M. Standard Time at your mailing address. 3. LOCATIONS Premises Bldg. Loc. No. No. Occupancy Address 4. COVERAGE PARTS FORMING PART OF THIS POLICY AND INSURING COMPANIES: COMMERCIAL AUTOMOBILE COV PART DECLARATIONS CA TO 01 02 07 IND 5. NUMBERS OF FORMS AND ENDORSEMENTS FORMING A PART OF THIS POLICY: SEE IL T8 01 10 93 6. SUPPLEMENTAL POLICIES: Each of the following is a separate policy containing its complete provisions: Policy Policy No. Insuring Company SEE CALCULATION OF PREMIUM DIRECT BILL COMPOSITE RATES ENDORSEMENT 7. PREMIUM SUMMARY: Provisional Premium $ 14,713 Due at Inception $ Due at Each $ NAME AND ADDRESS OF AGENT OR BROKER: COUNTERSIGNED 14Y: USI MIDWEST (64384) l e ' 100 S WACKER DR 16TH FL ,1f�� .', 1jVji , ,;/p CHICAGO, IL 60606 Authorized Representative'-"'t DATE: TO 02 11 89(REV. 09-07) PAGE 1 OF 2 OFFICE: CHICAGO IL TRAVELERS POLICY NUMBER: P-810-100L6916-IND-13 EFFECTIVE DATE: 07-01-13 ISSUE DATE: 06-18-13 COMMERCIAL AUTOMOBILE (CONTINUED) CA 99 23 03 10 RENTAL REIMBURSEMENT COVERAGE CA 99 23 12 93 RENTAL REIMBURSEMENT COVERAGE CA 99 41 01 13 MI PROP DMGE LIAB COV BUYBACK ENDT CA T3 53 03 10 BUSINESS AUTO EXTENSION ENDORSEMENT CA 02 15 10 09 MD CANCELLATION CHANGES CA 02 67 11 12 FL CHANGES - CANCELLATION AND NONRENEWAL CA 02 70 08 94 IL CHANGES-CANCELLATION AND NONRENEWAL CA T3 04 01 87 AMENDED TITLE-AUTO COVERAGE PARTS CA T4 45 04 09 LOSS PAYABLE CLAUSE CA T8 01 STATE APPLICABILITY CA T8 02 MI CATASTROPHIC CLAIMS ASSOC SURCHARGE PN CB 00 07 12 PHN AND ENDT-USE OF MEDICAL FEE SCH-PIP INTERLINE ENDORSEMENTS IL T4 00 12 09 DESIGNATED ENTITY-C/NR PROVIDED BY US IL 00 21 09 08 NUCLEAR ENERGY LIAB EXCL END-BROAD FORM IL 01 17 12 10 INDIANA CHANGES-WORKERS' COMP EXCLUSION IL 01 47 09 11 ILLINOIS CHANGES - CIVIL UNION IL 01 56 09 07 IN CHANGES CONCEAL MISREPRESENT OR FRAUD IL 01 58 09 08 IN CHANGES IL 01 62 09 08 ILLINOIS CHANGES - DEFENSE COSTS IL 02 72 09 07 IN CHANGES-CANCELLATION & NONRENEWAL IL 02 86 09 08 MI CHANGES-CANCELLATION AND NONRENEWAL IL T8 01 10 93 PAGE: 2 OF 2 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties,and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE—INCREASED LIMIT B. BLANKET ADDITIONAL INSURED I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT C. EMPLOYEE HIRED AUTO J. PERSONAL EFFECTS D. EMPLOYEES AS INSURED K. AIRBAGS E. SUPPLEMENTARY PAYMENTS— INCREASED L. NOTICE AND KNOWLEDGE OF ACCIDENT LIMITS OR LOSS F. HIRED AUTO — LIMITED WORLDWIDE M. BLANKET WAIVER OF SUBROGATION COVERAGE—INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED executed by you before the "bodily injury" or The following is added to Paragraph A.1.,Who Is "property damage" occurs and that is in effect An Insured, of SECTION II — LIABILITY COV- during the policy period, to be named as an addi- ERAGE: tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance Any organization you newly acquire or form dur- applies and only to the extent that person or or- ing the policy period over which you maintain ganization qualifies as an "insured" under the 50% or more ownership interest and that is not Who Is An Insured provision contained in Section separately insured for Business Auto Coverage. II. Coverage under this provision is afforded only un- C. EMPLOYEE HIRED AUTO til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- 1. The following is added to Paragraph A.1., ever is earlier. Who Is An Insured, of SECTION II — LI- B. BLANKET ADDITIONAL INSURED ABILITY COVERAGE: The following is added to Paragraph c. in A.1., An "employee" of yours is an "insured" while Who Is An Insured, of SECTION II— LIABILITY operating an "auto" hired or rented under a COVERAGE: contract or agreement in that "employee's" name, with your permission, while performing Any person or organization who is required under duties related to the conduct of your busi- a written contract or agreement between you and ness. that person or organization, that is signed and CA T3 53 03 10 ©2010 The Travelers Indemnity Company. Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO 2. The following replaces Paragraph b. in B.5., within such country or jurisdiction, for Liability Other Insurance, of SECTION IV — BUSI- Coverage for any covered "auto" that you NESS AUTO CONDITIONS: lease, hire, rent or borrow without a driver for b. For Hired Auto Physical Damage Cover- a period of 30 days or less and that is not an age, the following are deemed to be coy- "auto" you lease, hire, rent or borrow from ered"autos"you own: any of your"employees", partners (if you are a partnership), members (if you are a limited (1) Any covered "auto" you lease, hire, liability company) or members of their house- rent or borrow; and holds. (2) Any covered"auto"hired or rented by (a) With respect to any claim made or "suit" your "employee" under a contract in brought outside the United States of that individual "employee's" name, America, the territories and possessions with your permission, while perform- of the United States of America, Puerto ing duties related to the conduct of Rico and Canada: your business. (i) You must arrange to defend the "in- However, any"auto"that is leased, hired, sured"against, and investigate or set- rented or borrowed with a driver is not a tle any such claim or "suit" and keep covered"auto". us advised of all proceedings and ac- D. EMPLOYEES AS INSURED tions. The following is added to Paragraph A.1., Who Is (ii) Neither you nor any other involved An Insured, of SECTION II — LIABILITY COV- "insured" will make any settlement ERAGE: without our consent. Any"employee"of yours is an "insured"while us- (iii)We may, at our discretion, participate ing a covered"auto"you don't own, hire or borrow in defending the "insured" against, or in your business or your personal affairs. in the settlement of, any claim or E. SUPPLEMENTARY PAYMENTS — INCREASED "suit". LIMITS (iv)We will reimburse the "insured" for 1. The following replaces Paragraph A.2.a.(2), sums that the "insured" legally must of SECTION II—LIABILITY COVERAGE: pay as damages because of "bodily injury" or"property damage" to which (2) Up to $3,000 for cost of bail bonds (in- this insurance applies, that the "in- cluding bonds for related traffic law viola- sured" pays with our consent, but tions) required because of an "accident" only up to the limit described in Para- we cover. We do not have to furnish graph C., Limit Of Insurance, of SEC- these bonds. TION II—LIABILITY COVERAGE. 2. The following replaces Paragraph A.2.a.(4), (v) We will reimburse the "insured" for of SECTION II—LIABILITY COVERAGE: the reasonable expenses incurred (4) All reasonable expenses incurred by the with our consent for your investiga- "insured" at our request, including actual tion of such claims and your defense loss of earnings up to $500 a day be- of the "insured" against any such cause of time off from work. "suit", but only up to and included within the limit described in Para- F. HIRED AUTO — LIMITED WORLDWIDE COV- graph C., Limit Of Insurance, of ERAGE—INDEMNITY BASIS SECTION II — LIABILITY COVER- The following replaces Subparagraph (5) in Para- AGE,and not in addition to such limit. graph B.7., Policy Period, Coverage Territory, Our duty to make such payments of SECTION IV — BUSINESS AUTO CONDI- ends when we have used up the ap- TIONS: plicable limit of insurance in pay- (5) Anywhere in the world, except any country or ments for damages, settlements or jurisdiction while any trade sanction, em defense expenses. bargo, or similar regulation imposed by the (b) This insurance is excess over any valid United States of America applies to and pro- and collectible other insurance available hibits the transaction of business with or Page 2 of 4 ©2010 The Travelers Indemnity Company. CA T3 53 03 10 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO to the "insured" whether primary, excess J. PERSONAL EFFECTS contingent or on any other basis. The following is added to Paragraph A.4., Cover- (c) This insurance is not a substitute for re- age Extensions, of SECTION III — PHYSICAL quired or compulsory insurance in any DAMAGE COVERAGE: country outside the United States, its ter- Personal Effects ritories and possessions, Puerto Rico and Canada. We will pay up to $400 for "loss" to wearing ap- You agree to maintain all required or parel and other personal effects which are: compulsory insurance in any such coun- (1) Owned by an"insured"; and try up to the minimum limits required by (2) In or on your covered"auto". local law. Your failure to comply with This coverage applies only in the event of a total compulsory insurance requirements will theft of your covered"auto". not invalidate the coverage afforded by this policy, but we will only be liable to the No deductibles apply to this Personal Effects same extent we would have been liable coverage. had you complied with the compulsory in- K. AIRBAGS surance requirements. The following is added to Paragraph B.3., Exclu- (d) It is understood that we are not an admit- sions, of SECTION III — PHYSICAL DAMAGE ted or authorized insurer outside the COVERAGE: United States of America, its territories Exclusion 3.a. does not apply to "loss" to one or and possessions, Puerto Rico and Can- ada. We assume no responsibility for the more airbags in a covered "auto"you own that in- furnishing of certificates of insurance, or flate due to a cause other than a cause of"loss" for compliance in any way with the laws set forth in Paragraphs A.1.b. and A.1.c., but of other countries relating to insurance. only: G. WAIVER OF DEDUCTIBLE—GLASS a. If that"auto" is a covered "auto"for Compre hensive Coverage under this policy; The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE b. The airbags are not covered under any war- COVERAGE: ranty; and No deductible for a covered "auto" will apply to c. The airbags were not intentionally inflated. glass damage if the glass is repaired rather than We will pay up to a maximum of $1,000 for any replaced. one"loss". H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF L. NOTICE AND KNOWLEDGE OF ACCIDENT OR USE—INCREASED LIMIT LOSS The following replaces the last sentence of Para- The following is added to Paragraph A.2.a., of graph A.4.b., Loss Of Use Expenses, of SEC- SECTION IV—BUSINESS AUTO CONDITIONS: TION III—PHYSICAL DAMAGE COVERAGE: Your duty to give us or our authorized representa- However, the most we will pay for any expenses tive prompt notice of the "accident" or "loss" ap- for loss of use is $65 per day, to a maximum of plies only when the "accident" or "loss" is known $750 for any one"accident". to: I. PHYSICAL DAMAGE — TRANSPORTATION (a) You(if you are an individual); EXPENSES—INCREASED LIMIT (b) A partner(if you are a partnership); The following replaces the first sentence in Para- (c) A member (if you are a limited liability com- graph A.4.a., Transportation Expenses, of pany); SECTION III — PHYSICAL DAMAGE COVER- (d) An executive officer, director or insurance AGE: manager(if you are a corporation or other or- We will pay up to $50 per day to a maximum of ganization); or $1,500 for temporary transportation expense in- (e) Any"employee"authorized by you to give no- curred by you because of the total theft of a coy tice of the"accident"or loss". ered"auto"of the private passenger type. CA T3 53 03 10 ©2010 The Travelers Indemnity Company. Page 3 of 4 Includes copyrighted material of Insurance Services Office.Inc.with its permission. COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION such contract. The waiver applies only to the The following replaces Paragraph A.5., Transfer person or organization designated in such Of Rights Of Recovery Against Others To Us, contract. of SECTION IV — BUSINESS AUTO CONDI- N. UNINTENTIONAL ERRORS OR OMISSIONS TIONS: The following is added to Paragraph B.2., Con- 5. Transfer Of Rights Of Recovery Against cealment, Misrepresentation, Or Fraud, of Others To Us SECTION IV—BUSINESS AUTO CONDITIONS: We waive any right of recovery we may have The unintentional omission of, or unintentional against any person or organization to the ex- error in, any information given by you shall not tent required of you by a written contract prejudice your rights under this insurance. How- signed and executed prior to any "accident" ever this provision does not affect our right to col- or"loss",provided that the"accident"or"loss" Iect additional premium or exercise our right of arises out of operations contemplated by cancellation or non-renewal. Page 4 of 4 ©2010 The Travelers Indemnity Company. CA T3 53 03 10 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY NUMBER: P-810-100L6916-IND-13 ISSUE DATE: 06-18-13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION/NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 45 NONRENEWAL: Number of Days Notice of Nonrenewal: PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OR MATERIAL LIMITATIONS OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR METERIAL LIMITATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US PROVISIONS: A. If we cancel this policy for any statutorily permit- B. If we decide to not renew this policy for any statu- ted reason other than nonpayment of premium, torily permitted reason, and a number of days is and a number of days is shown for cancellation in shown for nonrenewal in the schedule above, we the schedule above, we will mail notice of cancel- will mail notice of the nonrenewal to the person or lation to the person or organization shown in the organization shown in the schedule above. We schedule above. We will mail such notice to the will mail such notice to the address shown in the address shown in the schedule above at least the schedule above at least the number of days number of days shown for cancellation in the shown for nonrenewal in the schedule above be- schedule above before the effective date of can- fore the expiration date. cellation. IL T4 00 12 09 ©2009 The Travelers Indemnity Company Page 1 of 1 TRAVELERS J WORKERS COMPENSATION AND ONE TOWER SQUARE HARTFORD, CT 06183 EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13(00)-01 POLICY NUMBER: (POUB-100L691-6-13) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: 06-19-13 ST ASSIGN: