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Backup Documents 03/28/2023 Item #11B ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP I 1 .8 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management ‘/63h$' 23 2. County Attorney Office County Attorney Office G6 t'" 1. 3q a'3 4. BCC Office Board of County Commissioners . 4 / 2/5/ 3A/z3 4. Minutes and Records Clerk of Court's Office n1/4kS qa01” !0: 4#w..• 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/Procurement Contact Information 239-252-8950 Contact/ Department Agenda Date Item was March 28, 2023 Agenda Item Number 11.B. Approved by the BCC Type of Document CONTRACT Number of Original 1 Attached Documents Attached PO number or account N/A 22-8042 AIM number if document is AIM Engineering ENGINEERING to be recorded & Surveying, Inc. & SURVEYING, INC. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 03/28/2023 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County vedfiry an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC, all changes directed by the BCC have been made,and the document is ready for the 5g1 an option for Chairman's signature. this line. RECEIVED MAR 2 8 2023 I PROFESSIONAL SERVICES AGREEMENT Contract# 22-8042 for "Construction Engineering and Inspection(CEI)Services for Golden Gate City Transmission Water Main Improvements Project" THIS AGREEMENT is made and entered into this 4 day of Ma.--GL , 20 23 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") and AIM ENGINEERING & SURVEYING, INC. authorized to do business in the State of Florida, whose business address is 2161 Fowler Street, Suite 100, Fort Myers FL 33901 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the professional services of the CONSULTANT concerning"Construction Engineering and Inspection (CEI) Services for Golden Gate City Transmission Water Main Improvements Project" (hereinafter referred to as the "Project"), said services in accordance with the provisions of Section 287.055, Florida Statutes being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and; WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to COUNTY professional services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the COUNTY for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 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 governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. Page 1 of 30 PSA_CCNA Single Project Agreement[2022_ver.I] (rt.-NZ, 1 1 U 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 the COUNTY. 1.5. CONSULTANT designates Jadon Hull, PE, CGC a qualified licensed professional to serve as the CONSULTANT's project coordinator (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 this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the 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 services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.7. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY'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 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, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(o�colliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: Page 2 of 30 PSA_CCNA Single Project Agreement[2022_ver.1] 1i ® 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor 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. 1.8. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTYS approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.9. 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 CONSULANT 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. 1.10. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY'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 the COUNTY prompt written notice of any such subpoenas. Page 3 of 30 PSA_CCNA Single Project Agreement[2022_ver.1] CAS) I 1 8 1.11. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN 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) GPS Network as provided by the COUNTY. 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 TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through a Change Order or Amendment to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Change Order or Amendment 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 the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. These services will be paid for by the COUNTY as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via a Change Order or an Amendment to this Agreement prior to starting such services. The COUNTY 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 Basic Services required of CONSULTANT hereunder. If the COUNTY determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY 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 this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 2.1.1 Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.1.2 Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, the COUNTY's schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by the COUNTY when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT's control and fault. 2.1.3 Providing renderings or models for the COUNTY's use. Page 4 of 30 PSA_CCNA Single Project Agreement[2022_ver.I] 118 2.1.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting the COUNTY in obtaining such process licensing. 2.1.5 Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.1.6 Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by the COUNTY, other than visits to the Project site or the COUNTY's office. 2.1.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.1.8 Preparing to serve or serving as a CONSULTANT or witness for the COUNTY in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.1.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. 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 hereunder; b. The time the CONSULTANT is obligated to commence and complete all such services; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT. 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; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY 's requirements for the Project, 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 COUNTY's possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; Page 5 of 30 PSA_CCNA Single Project Agreement[2022_ver.1] I 18 d. Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from the COUNTY for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify the COUNTY 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. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's services from any cause whatsoever, including those for which the COUNTY 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 the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to its 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. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT's compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 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 COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. Page 6 of 30 PSA_CCNA Single Project Agreement[2022_ver.l] 118 ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. The Project Manager, or designee, reserves the right to utilize any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's Project Manager before payment for the fixed price contract is authorized. Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT 's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply only to tasks procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. . ARTICLE SIX THE OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). The COUNTY 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 the COUNTY 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 the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use on this Project. CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT consents to the COUNTY's use of the Project Documents to complete the Project following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. Page 7 of 30 PSA_CCNA Single Project Agreement[2022_ver.l] 118 ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its 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 Project is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, 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. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless the COUNTY, 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. 8.2. To the extent that the Agreement that the work pertains to a "Professional Services Contract" as defined in Section 725.08(3), Florida Statutes, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statutes, the indemnification provided herein shall be limited as provided in Sections 725.08(1) & (2), Florida Statutes. ARTICLE NINE 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 set forth in SCHEDULE D 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 Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. Page 8 of 30 PSA_CCNA Single Project Agreement[2022_ver.1 1 118 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY 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 coverage of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by the COUNTY applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County, or reference this contract number. 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 the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, 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 TEN 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 COUNTY. 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 COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. All personnel, identified in Schedule F shall not be removed or replaced without the COUNTY'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 to assume toward the Page 9 of 30 PSA_CCNA Single Project Agreement[2022_ver.1] lib CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the sub consulting 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. 10.4. CONSULTANT acknowledges and agrees that the COUNTY 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 the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT's acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT's services nor payment by the COUNTY shall be deemed to be a waiver of any of the COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement, 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 the Agreement within the times specified under the Notice(s)to Proceed, or(b) CONSULTANT's failure to properly and timely perform the services to be provided hereunder or as directed by the COUNTY, 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, or (f) for any other just cause. The COUNTY may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. 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 the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. The COUNTY shall have the right to terminate this Agreement, 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 the COUNTY shall be limited to that portion of Page 10 of 30 PSA_CCNA Single Project Agreement[2022_ver.1] CAC lib the fee earned through the date of termination, 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 the COUNTY, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Article 6, that are in CONSULTANT's possession or under its control. 12.5. The COUNTY 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. 12.6. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement, and (ii) the COUNTY 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 this Agreement until such default is cured, after giving THE COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. 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 this Agreement by giving written notice to the COUNTY of CONSULTANT's intent to terminate this Agreement. If the COUNTY 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 COUNTY, terminate the Agreement and recover from the COUNTY 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 the COUNTY. ARTICLE THIRTEEN 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. 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 E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT's services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Page 11 of 30 PSA_CCNA Single Project Agreement[2022_ver.l] CAC 118 Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the Agreement price 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 this Agreement. ARTICLE FOURTEEN 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 FIFTEEN 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. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Public Utilities Engineering & Project Management Division Director: Matt McLean, PE Address: 3339 Tamiami Trail East, Suite 303 Naples, FL 34112 Administrative Agent/PM: Liz Gosselin, Project Manager II Telephone: (239) 252 1037 E-Mail(s): Liz.Gosselin(a�CollierCountyFL.Gov 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Company Name: AIM ENGINEERING & SURVEYING, INC. Address: 2161 Fowler Street, Suite 100 Fort Myers, FL 33901 Page 12 of 30 PSA_CCNA Single Project Agreement[2022_ver.I] 1 118 Attention Name & Title: Bernard L. Flynn III, Vice President Telephone: (239) 332-4569 E-Mail(s): Iflynn c(Daimengr.com /tlevy(c�aimengr.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. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY 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 the COUNTY. 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. 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 SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL Schedule G Other: N/A Solicitation # 22-8042 , including all Attachment(s), Exhibit(s) & Addendum Consultant's Proposal Page 13 of 30 PSA_CCNA Single Project Agreement[2022_ver.l] i•I;�i. 118 17.10. Grant Funded Projects (only applicable to Grant funded projects): In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. ARTICLE EIGHTEEN 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. ARTICLE NINETEEN 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 the COUNTY the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT's compensation shall be adjusted to exclude any sums by which the COUNTY 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 the COUNTY 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." Page 14 of 30 PSA_CCNA Single Project Agreement[2022_ver.l] 118 ARTICLE TWENTY 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 the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY 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 the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY'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 TWENTY-ONE 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 relating thereto, as either may be amended, as well as the Florida state law requirements set forth in Florida Statute, §448.095, as 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. [Signature page to follow this page] ******Remainder of page intentionally left blank****** Page 15 of 30 PSA_CCNA Single Project Agreement[2022_ver.1] S 118 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA Crystal K;Kinzel, Cfork of the Circuit Court and Comptroller .•.. • 6-21 By: By: - .. ��,.� ;'. 2 Rick LoCastro Dated ! / , Chairman E i signature only A ved as rm and Legality: fp County Attorney Name Consultant: Consultant's Witnesses: AIM ENGINEERING & SURVEYING, INC. 716Z-e/i" By: Witne s 11;4.hcee I ec)(Cr, /4cu S e 4iJe 3 x,i r- Z. Film III j Vi t& Pre,s;661+ Name and Title Name and Title Wit e __ L.-(C"-N ldectsv I CA-ak.] Acec?/NrIPAYAa1-€ Name and Title Page 16 of 30 PSA CCNA Single l'rojcct Agreement 12022_ver.I] , EA\' 118 SCHEDULE A SCOPE OF SERVICES 1 5 following this page (pages through ) Page 17 of 30 PSA_CCNA Single Project Agreement[2022_ver.1] CAi• 118 Request for Professional Services (RPS)#22-8042 "Construction Engineering and Inspection (CEI) Services for Golden Gate City Transmission Water Main Improvements Project" EXHIBIT A SCOPE OF SERVICES The established Agreement will be with a Contractor to deliver a qualified CONSULTANT team to provide Construction Engineering and Inspection Services(CEI) including,but not limited to,the following tasks: Task 1.0—Construction Observation and Documentation Task 2.0—Construction Inspector and Project Oversight Task 3.0—Additional Services Task 4.0—Miscellaneous Reimbursable expenses DETAILED SCOPE OF WORK Task 1.0—Construction Observation and Documentation The CONSULTANTS's Construction Inspector (or activity observer) will provide the services outlined below. 1.1 Construction and Testing Observation — The Construction Inspector will conduct on-site observations and inspections of all construction and testing activities, including night work on the project on a full-time basis unless directed otherwise by the Project Manager to ensure that all work is completed in accordance with the Contract Documents. There will be at least one full-time inspector for each phase. The Construction Inspector will inform the CEI Project Administrator (PA), and the on-site superintendent of the construction and testing contractor of any concerns related to conformance of the work with the Contract Documents(a concern or an Issue); and will attempt to resolve any concern or issue on-site. If the concern or issue is not immediately resolved in the field,the PA shall inform the Engineer of Record(EOR)and the COUNTY in writing about the concern or issue within eight(8)business hours, but not more than one (1) business day after the discovery of any concern or issue. The EOR will be responsible for investigating the concern or issue and resolving the same through a written directive to the Construction Contractor and so inform the COUNTY and the PA in writing. This protocol will be initiated any time the Construction Inspector becomes aware of any work that is unsatisfactory, faulty or defective, and does not conform to the Contract Documents, does not meet the requirements of any inspections, tests or approval required to be made,or has been damaged before final payment. 1.2 Log and Construction Documentation—Each Construction Inspector will prepare a Daily Work Report recording activities and details related to the work on a form approved in advance by the COUNTY. Information will be recorded in the daily work report on each day construction activities occur or does not occur. The daily work report entries will record all aspects of the construction during that day including, but not limited to: construction crew (labor) details, equipment used, materials used, compliance testing and inspection performed, site conditions, trench conditions,backfill material used,dewatering methods,compaction methods,location of the work, work directives issued to the Contractor, and all relevant details related to the work. The Daily Work Report will have attached a sample of digital photographs taken with appropriate file names and file locations. All daily tasks completed by the Contractor will be photographed by the Construction Inspector. In addition to the construction details,the daily work report will contain Page 1 of 5 CA-) 118 Request for Professional Services(RPS)#22-8042 "Construction Engineering and Inspection (CEI) Services for Golden Gate City Transmission Water Main Improvements Project" information related to: time and hours on the job site, weather conditions, data pertaining to questions of quantities of materials used, extras or deductions, list of visiting officials and representatives of manufacturers, fabricators, suppliers and distributors, observations in general and short summary of work. Other specific observations and details such as test procedure observations,conformance inspection of materials and fittings,name plate data for equipment and material installed,and other information requested by the COUNTY will be included with the daily work reports on applicable forms. The daily log, photograph files and other construction documentation will be provided to the COUNTY by the CEI daily in an electronic file. Daily Reports shall be distributed to the project team and uploaded to the file sharing interface no later than close of business on the following workday. 1.3 Safety — The Construction Inspector shall immediately notify the PA and construction superintendent of any safety related issues that are identified. If the safety issue is not resolved in a timely manner, the PA shall immediately inform the COUNTY and engineer of record of any instances where the Contractor is not following the proper safety procedures. 1.4 Photographic and Video Record — Each Construction Inspector will provide a comprehensive digital photographic record of all construction activities related to the project. The digital file will be referenced by number and date taken and will correspond to the daily work report. The photograph will be labeled with the location,the date and time of the photograph and the direction the photographer was facing. The digital files will be transferred electronically and submitted weekly to the COUNTY along with the construction documentation. If requested by the Project Manager,the photographs will be printed in high resolution color,two captioned photos per 8 '/2" x 11" sheet,printed one side only. If requested by the COUNTY, video or parts of the video will be provided in digital format and by e-mail. 1.5 General Coordination—The PA and Construction Inspector will coordinate all activities related to the Project between the Construction Contractor, the Engineer of Record (EOR), the COUNTY, and Public Information Officer. The Construction inspector will oversee substantial and final completion inspections,and prepare and maintain the punch list,including follow-up inspections to ensure that punch list items are corrected and/or completed. The Construction Inspector will also coordinate, as directed by the PA and COUNTY, with residents, business owners, and the general public. The County reserves the right to remove any Construction Inspectors from a project at any time for failure to adhere to County policies and procedures. 1.6 Observe Regulatory Agency Inspections — The Construction Inspector will accompany visiting inspectors representing any regulatory agencies having jurisdiction over the project and will record all discussions and the outcome of these regulatory inspections in the daily work report. 1.7 Preparation of Monthly Report — CEI will work with the EOR to prepare the monthly reports for this project. The CEI will specifically be supplying the Photos, Daily work reports, Issue Resolution Log and the Owner Material Log 1.8 Construction Progress Meetings — The CEI will attend weekly progress meetings with the construction contractor, EOR, and the COUNTY to review project status and identify issues that may affect the project. Page 2 of 5 1 1 Request for Professional Services (RPS) #22-8042 "Construction Engineering and Inspection (CEI) Services for Golden Gate City Transmission Water Main Improvements Project" 1.9 Substantial Completion Inspections — The Construction Inspector will conduct substantial completion inspections when requested by the Construction Contractor and the EOR recommends that the work is sufficiently complete to warrant a substantial completion inspection. During the substantial completion inspection,the Construction Inspector will take pictures and create a punch list of all items requiring completion or correction and send them to the PA,EOR and the COUNTY. The Construction Inspector will be responsible for inspecting the work required in the punch list. Once the punch list is completed,the CEI will coordinate and participate in the final walk-through to ensure that the punch-list items are completed to the satisfaction of the EOR and the COUNTY. 1.10 Final Completion Inspection—Upon the request of the Construction Contractor and concurrence of the EOR and the COUNTY, the Construction Inspector will conduct final inspections of portions of the project, as they are finished to determine if construction has been completed in accordance with the Contract Documents and the Construction Contractor has fulfilled all obligations therein. Based on the results of the final inspection,the EOR,COUNTY,and the PA/Construction Inspector will judge the work complete or not complete. If the work is judged complete, the CEI Project Manager will issue a "notice of final acceptance and recommendation for final payment". If the work is judged not complete, the Construction Inspector will issue written instructions to the Construction Contractor identifying the work judged not complete. Upon provision of the Construction Contractor evidence or assurance that the deficiencies noted above have been corrected or completed, a second final inspection will be scheduled to verify that the outstanding issues have been resolved and the CEI Project Manager can issue a"notice of final acceptance and recommendation for final payment". After final acceptance all documents related to the Final Completion Inspection shall be provided to the COUNTY and the EOR for the project closeout process. TASK 2.0—Construction Inspector and Project Oversight Task 2.1 -General Management and Oversight—The CEI will provide support services customarily related to the construction observation and inspection of similar projects including,but not limited to: a. Attend and participate in the pre-construction coordination meeting. b. The Construction PA will prepare and maintain a separate Issue Resolution Log documenting any issue or concern that is conveyed in writing to the EOR,including the written directive resolving the issue or concern. Issue Resolution Log shall be emailed weekly to the EOR to be added as a discussion item at the weekly progress project meetings. c. Attend and participate in weekly meetings with Construction Contractor,EOR and the COUNTY to review project status and identify issues that may affect the project. d. Participate in other meetings as described or implied herein or as requested by the County. e. Prepare and submit components listed above (section 1.8) of the monthly construction summary reports to the EOR and the COUNTY to be incorporated into the monthly report that the EOR will prepare. f. Review the Construction Contractor's monthly applications for payment and Construction Contractor's redline as-builts and accompanying data and recommend approval of payments due to Page 3 of 5 CAC 118 Request for Professional Services(RPS) #22-8042 "Construction Engineering and Inspection (CEI) Services for Golden Gate City Transmission Water Main Improvements Project" the Construction Contractor.The CEI's recommendation of any payment requested in an application for payment shall constitute a representation by the CEI to the COUNTY as an experienced and qualified professional, that based on CEI's onsite observations and inspections of construction in progress; that the construction quantities in the applications for payment accurately reflects the progress of the work and that the work is constructed in accordance with the Contract Documents. The CEI will review pay requests in accordance with the Florida Prompt Payment Act. g. The CEI will review monthly updates to the construction schedule prepared by the Construction Contractor. Provide review comments to the COUNTY. h. All required testing will be done by Contractor. The CEI will provide field testing observation and verification that all materials, equipment and supplies installed or utilized on the Project are in full accordance with the Contract documents and approved shop drawings provided by the EOR. i. The CEI will review shut down plans and provide comments for the water and wastewater connections prepared by the construction contractor. 2.2 Coordination of Shop Drawings, Contract Interpretations and Clarifications — The CEI will coordinate with the EOR regarding the issuance of interpretations and clarifications of Contract Documents including shop drawings during construction.The EOR shall be responsible for technical review and decisions regarding interpretation and clarification of Contract Documents. The CEI shall coordinate the EOR's decisions and responses with the Construction Contractor. 2.3 Monitor Project Records —The CEI shall monitor all required project records, including but not limited to delivery schedules, inventories, County provided material tracking, and Daily Work reports. 2.4 As Constructed Field Drawings—Each Construction Inspector shall maintain red pencil"mark-up" notations and sketches on full size construction plans that reflect the actual details of constructed facilities. These Constructed Field Drawings will be used by the CEI to validate the "As Built" documentation provided by the Construction Contractor. The CEI will notify the EOR and the Construction Contractor of any differences in the documents maintained by the general contractor and the CEI on a weekly basis for resolution by the EOR. Within one week after the Construction Contractor notifies the EOR and the COUNTY that the Work on the project is substantially complete in accordance with the Contract Documents,the CEI will provide their red line construction plans to the EOR. Also, the Construction Inspector will work with Johnson's survey crew during times of digital point collection to insure the as-built data for the CAD file as accurate as possible. 2.5 Start-up and Commissioning Support — The CEI will assist the COUNTY, the EOR and the Construction Contractor during start-up of each segment designated for Beneficial Use by the COUNTY,including but not limited to assistance with signing off on regulatory permits and general coordination between the ENGINEER,COUNTY and Construction Contractor. 2.6 Working Hours - Inspectors are expected to be on the project site from 7:00am through 7:00pm Monday through Saturday. This schedule can be modified to match the Contractor's schedule.This may require additional Inspection staff to supplement the project and keep inspection staff from exceeding 40 hours each. Any modifications should be approved by the County Project Manager in Page 4 of 5 118 Request for Professional Services (RPS) #22-8042 "Construction Engineering and Inspection (CEI) Services for Golden Gate City Transmission Water Main Improvements Project" writing. Construction Engineering and Inspection work will be paid straight time hourly rate with no overtime pay. Task 3.0—Additional Services Additional Services(only as authorized in writing)—In accordance with the contract or purchase order, in the event that other services may arise during the course of the work but were not envisioned as part of the original or amended scope of work; the CEI shall submit a proposal to perform Additional Services prior to the performance of the work. The proposal shall include the specific services to be performed, time to complete,compensation, and an explanation as to why the services were not previously envisioned as part of the scope of work.The proposed Additional Services must be approved by the Project Manager in writing in advance of performance of said Additional Services. Failure to notify the Project Manager in writing of Additional Services shall be deemed a waiver of any claim by the CEI team that such services were Additional Services. Written authorization from the Project Manager will be required for any charges that exceed the predetermined upper limit. Additional services may include,but not limited to: a. Additional progress meetings; b. Additional one on one meetings with residents; c. Additional inspection work; and d. As directed by the COUNTY Task 4.—Miscellaneous Reimbursable expenses Miscellaneous reimbursable expenses may include but not limited to, a. Copies, b. Mailings c. Exhibits. Page 5 of 5 118 SCHEDULE B BASIS OF COMPENSATION 1. MONTHLY STATUS REPORTS B.1.1. As a condition precedent to payment, CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the Project status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, the COUNTY agrees to make the payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until services associated with any such line item have been completed or partially completed to the COUNTY's reasonable satisfaction. Lump sum payments will be made upon the percentage complete. In no event shall such Time and Materials compensation exceed the amounts set forth in the table below. Tasks/Item Description Lump Sum Time and Materials Not-To-Exceed 1 Construction Observation and Documentation $ $881,186.25 2 Construction Inspector and Project Oversight $ $881,215.50 3 Additional Services $ $50,021.50 4 Miscellaneous Reimbursable Expenses $ $5,000.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Page 18 of 30 PSA_CCNA Single Project Agreement[2022_ver.1] 118 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Total Lump Sum Fee $ Total Time and Materials Fee $1,817,423.25 GRAND TOTAL FEE $1,817,423.25 B.2.2. ■❑* Time and Material Fees: The fees noted in Section B.2.1. shall constitute the amounts to be paid to CONSULTANT for the performance of the Basic Services. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT's personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY's prior written approval. B.2.2.1. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. Page 19 of 30 PSA_CCNA Single Project Agreement[2022_ver.I] 118 • B.2.3. El. . . paid to CONSULTANT for the performance of the Basi B.2.3.1 CONSULTANT shall submit, with each of the monthly status reports provided for under Section B.1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. B.2.4. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section 3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.5. The compensation provided for under Section B.2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.6. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS B.3.1. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by the COUNTY. B.3.1.1 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"'aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.3.3. Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.4. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for this Agreement or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. B.3.4.1 Reimbursable Expenses must comply with §112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: Page 20 o130 PSA_CCNA Single Project Agreement[2022_ver.I] 118 B.3.4.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.4.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with §112.061, Fla. Stat. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.4.1.3. Permit Fees required by the Project. B.3.4.1.4. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. B.3.4.1.5. Expense of models for the County's use. B.3.4.1.6. Other items on request and approved in writing by the COUNTY. B.3.4.1.7. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. B.3.4.1.8. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. B.3.5. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. [END OF SCHEDULE B] REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 21 of 30 PSA_CCNA Single Project Agreement[2022_ver.1] 118 SCHEDULE B —ATTACHMENT 1 CONSULTANT'S HOURLY RATE SCHEDULE Title Hourly Rate CEI Senior Project Engineer $201.00 CEI Project Administrator $131.00 CEI Senior Utility Inspector $117.00 CEI Utility Inspector $96.00 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Additional hourly rates for other personnel may be added via an Amendment upon mutual agreement in advance and in writing by the parties. For Grant Funded Projects, the above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 22 of'30 PSA_CCNA Single Project Agreement[2022_ver.1] SCHEDULE C PROJECT MILESTONE SCHEDULE Number of Calendar Days Task/Item For Completion of Task Description from Date of Notice to Proceed 1 Construction Observation and Documentation 690 Days 2 Construction Inspector and Project Oversight 690 Days 3 Additional Services 690 Days 4 Miscellaneous Reimbursable Expenses 690 Days Page 23 or30 PSA_CCNA Single Project Agreement[2022_ver.1] GP SCHEDULE D 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 and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT 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 policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, 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 COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY 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 COUNTY. 8. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to Page 24 of 30 PSA_CCNA Single Project Agreement[2022_ver.l] 11 'CIh purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY 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, the CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. Sections checked ( ) are required by this Agreement. 10. n WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. 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: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. ❑ ' 12. ❑ the work. Coverage shall have minimum limits of$ Pcr Claim/Occurrence. 13. • COMMERCIAL GENERAL LIABILITY. A. 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 five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate. B. 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/her designee. Page 25 of 30 PSA_CCNA Single Project Agreement[2022_ver.I] I1B 14. Collier County Board of County Commissioners shall be listed as the Certificate Holder and included as an "Additional Insured"on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. n Wat 16. ❑ completion of thc Services under this Agreement. 17. IU1 BUSINESS AUTOMOBILE LIABILITY INSURANCE. Coverage shall have minimum limits of$500,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. ❑ minimum limits of$ Per Occurrence. 19. ❑ €R4NSURAINIO€.—coverage-s# a lf-#aa Occurrence. 20. El UMBRELLA I IABII ITV Automobile Liability coverages required herein and shall include all coverages on a "following form" baei underlying limit due to the payment of claims, thc Umbrella policy will "drop down" to apply as primary insurance. 21. ❑■ PROFESSIONAL LIABILITY INSURANCE. A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Page 26 of 30 PSA_CCNA Single Project Agreement[2022_ver.I] Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY 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 the COUNTY. 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, 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. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with the COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the 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 the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY 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. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. [END OF SCHEDULE D] Page 27 of 30 PSA_CCNA Single Project Agreement[2022_ver.I] i?,, 1 * 8 SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, AIM ENGINEERING & SURVEYING, INC. (company's name) 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 " Construction Engineering and Inspection (CEI) Services for Golden Gate City Transmission Water Main Improvements Project" "project" is accurate, complete and current as of the time of contracting. BY: TITLE: 17) r L. i f 1411i VI Le. of 5,. ,eirt DATE: 4,7 3/01 043 Page 28 of 30 PSA_CCNA Single Project Agreement[2022_ver.I I 18 SCHEDULE F KEY PERSONNEL Name Personnel Category Percentage of Time Jadon Hull CEI Senior Project Engineer 20% Hector Louzao CEI Project Administrator 100% Richard Moore/Wayne Metcalf CEI Senior Utility Inspector 100% TBD CEI Utility Inspector 100% Page 29 of 30 PSA_CCNA Single Project Agreement[2022_ver.1] 115 SCHEDULE G Other: (Description) ❑ following this page (pages through ) ❑■ this schedule is not applicable Page 30 of 30 PSA_CCNA Single Project Agreement[2022_ver.I] 1 1 B AIMENGI-01 MPOLITE ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `•--�� 2/22/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Margaret Polite NAME: Babb P&C,Ltd PHONE FAX 850 Ridge Avenue (A/C,No,Ext):(239)208-3454 (A/C,No):(239)333-1760 Pittsburgh,PA 15212 n oRlEss:mep@babbins.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Cincinnati Indemnity Company 23280 INSURED INSURER B:Cincinnati Insurance Companies 10677 AIM Engineering and Surveying Inc INSURER C:Cincinnati Casualty Company 28665 2161 Fowler Street,Suite 100 INSURER D:Illinois Union Insurance Company 27960 Fort Myers,FL 33901 INSURER E: 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 ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR EPP 7/1/2022 7/1/2023 DAMAGETORENTED 500,000 X PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY X WI: LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER:General Aggregate $ COMBINED SINGLE LIMIT 1,000,000 B AUTOMOBILE LIABILITY (Ea accident) X ANY AUTO X EBA 0543260 7/1/2022 7/1/2023 BODILY INJURY(Per personZ $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X AUTOS ONLY X NON-OWNED ONLYY (Peer accident) $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE EPP 0542628 7/1/2022 7/1/2023 AGGREGATE $ 5,000,000 DED RETENTION$ $ C WORKERS COMPENSATION X STATUTE OTH- ER AND EMPLOYERS'LIABILITY Y N EWC 0542630 7/1/2022 7/1/2023 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE N N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Leased/Rented Equip EPP 0542628 7/1/2022 7/1/2023 Limit 125,000 D Pollution G7361479A 001 7/26/2022 7/26/2023 Per Occ&Per Agg 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Project:Collier County Contract 22-8042;Construction Engineering and Inspection(CEI)Services for Golden Gate City Transmission Water Main Improvements Project Collier County Board of County Commissioners,OR,Board of County Commissioners in Collier County,OR,Collier County Government,OR,Collier County included as Additional Insured under the captioned Commercial General Liability and Automobile Liability policies on a primary and non-contributory basis if and to the extent required by written contract.30 Days notice of cancellation except 10 days for non-payment. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier CountyBoard of CountyCommissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Traile E. Naples,FL 34112 AUTHORIZED REPRESENTATIVE �r1WAt�a u�' L I1tr(ttL+ ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1 1 8 AR IJ CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 2/22/2023 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 CONTACT Sandy Balzarini Private Client Insurance Services PHONE FAX 9736 Commerce Centre Ct. (A/c,No.Eat):239-481-1949 (A/C,No):888-853-7192 Fort Myers FL 33906 ADDRess: sbalzarini@pcis-fl.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Evanston Insurance Co. 35378 INSURED AIME-01 INSURER B: AIM Engineering&Surveying, Inc. 2161 Fowler Street, Suite 100 INSURER C: Fort Myers FL 33901 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:2084430397 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) GENERAL LIABILITY Y EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO- JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A PROFESSIONAL LIABILITY MKLV7PL0005413 7/1/2022 7/1/2023 Each Claim 5,000,000 Policy Aggregate 5,000,000 Deductible 100,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,it more space Is required) Job Description Collier County Contract 22-8042;Construction Engineering and Inspection(CEI)Services for Golden Gate City Transmission Water Main Improvements Project CERTIFICATE HOLDER CANCELLATION 10 Days SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3295 Tamlaml Trail E. AUTHORIZED REPRESENTATIVE Naples FL 34112 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD I '8 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS ADDITIONAL INSURED - AUTOMATIC STATUS AND AUTOMATIC WAIVER OF SUBROGATION WHEN REQUIRED IN WRITTEN CONTRACT, AGREEMENT, PERMIT OR AUTHORIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Additional Insured - Owners, Lessees Or cluded in the "products-completed Contractors - Automatic Status For Other operations hazard", but only if. Parties When Required In Written Contract Or Agreement With You (1) The Coverage Part to which this endorsement is attached pro- 1. Section II - Who Is An Insured is vides coverage for"bodily injury" amended to include as an additional in- or "property damage" included sured any person or organization you within the "products-completed have agreed in writing in a contract or operations hazard"; and agreement to add as an additional in- sured on this Coverage Part. Such per- (2) The written contract or written son(s) or organization(s) is an additional agreement requires you to pro- insured only with respect to liability for: vide additional insured coverage included within the "products- a. "Bodily injury', "property damage" or completed operations hazard" "personal and advertising injury" for that person or organization. caused, in whole or in part, by the performance of your ongoing opera If the written contract or written tions by you or on your behalf, under agreement requires you to provide that written contract or written additional insured coverage included agreement.Ongoing operations does within the "products completed oper not apply to 'bodily injury"or"proper- ations hazard" for a specified length ty damage"occurring after: of time for that person or organiza- tion, the "bodily injury" or "property (1) All work, including materials, damage" must occur prior to the ex- parts or equipment furnished in piration of that period of time in order connection with such work, on for this insurance to apply. the project (other than service, maintenance or repairs) to be If the written contract or written performed by or on behalf of the agreement requires you to provide additional insured(s) at the loca- additional insured coverage for a tion of the covered operations person or organization per only ISO has been completed; or additional insured endorsement form number CG 20 10, without specifying (2) That portion of"your work"out of an edition date, and without specifi- which the injury or damage aris- cally requiring additional insured es has been put to its intended coverage included within the "prod- use by any person or organize- ucts-completed operations hazard", tion other than another contrac- this Paragraph b. does not apply to tor or subcontractor engaged in that person or organization. performing operations for a prin- cipal as a part of the same pro 2. If the written contract or written agree- ject; and ment described in Paragraph 1. above specifically requires you to provide addi- b. "Bodily injury' or "property damage" tional insured coverage to that person or caused, in whole or in part, by 'your organization: work" performed under that written contract or written agreement and in a. Arising out of your ongoing opera - contract or arising out of"your work"; or Includes copyrighted material of Insurance GA 472 09 18 Services Office, Inc., with its permission. Page 1 of 3 118 b. By way of an edition of an ISO addi- 2. With respect to the insurance afforded to tional insured endorsement that in- the additional insureds described in Para- cludes arising out of your ongoing graph B.1., the following additional exdu- operations or arising out of "your sions apply: work"; This insurance does not apply to: then the phrase caused, in whole or in part, by in Paragraph A.1.a. and/or Para- a. "Bodily injury', "property damage" or graph A.1.b. above, whichever applies, is "personal and advertising injury"aris- replaced by the phrase arising out of. ing out of operations performed for the federal government, state or mu- 3. With respect to the insurance afforded to nicipality; or the additional insureds described in Para- graph Al., the following additional exclu- b. "Bodily injury' or "property damage" sion applies: included within the "products- completed operations hazard." This insurance does not apply to "bodily injury', "property damage" or "personal C. The insurance afforded to additional insureds and advertising injury" arising out of the described in Paragraphs A.and B.: rendering of, or the failure to render, any 1. Only applies to the extent permitted by professional architectural, engineering or law, and surveying services, including: a. 2. Will not be broader than that which you The preparing, approving or failing to are required by the written contract, writ- prepare or approve, maps, shop ten , written agreement, drawings, opinions, reports, surveys, g permit or written hsured; and authorization to provide for such addition field orders, change orders or draw- al in ings and specifications; or b 3. Does not apply to any person, organize- b. Supervisory, inspection, architectural tion, state, governmental agency or sub- or engineering activities. division or political subdivision specifically This exdusion applies even if the claims named as an additional insured for the against any insured allege negligence or same project in the schedule of an en other wrongdoing in the supervision, hir- added to this Coverage Part. ing, employment,training or monitoring of D. With respect to the insurance afforded to the others by that insured, if the "occurrence" additional insureds described in Paragraphs which caused the "bodily injury" or"prop- A. and B.,the following is added to Section III erty damage", or the offense which -Limits Of Insurance: caused the"personal and advertising inju- ry", involved the rendering of, or the fail- The most we will pay on behalf of the addi- ure to render, any professional architec- tional insured is the amount of insurance: tural, engineering or surveying services. 1. Required by the written contract, written 4. This Paragraph A.does not apply to addi- agreement, written permit or written au- tional insureds described in Paragraph B. thorization described in Paragraphs A. B. Additional Insured -State Or Governmental and B.; or Agency Or Subdivision Or Political Subdi- 2. Available under the applicable Limits of vision - Automatic Status When Required Insurance shown in the Declarations; In Written Permits Or Authorizations whichever is less. 1. Section II - Who Is An Insured is amended to include as an additional in- This endorsement shall not increase the appli- sured any state or governmental agency cable Limits of Insurance shown in the Decla- or subdivision or political subdivision you rations. have agreed in writing in a contract, E. Section IV - Commercial General Liability agreement, permit or authorization to add Conditions is amended to add the following: as an additional insured on this Coverage Part. Such state or governmental agency Automatic Additional Insured Provision or subdivision or political subdivision is an additional insured only with respect to op- This insurance applies only if the "bodily inju- erations performed by you or on your be- Ty" or "property damage" occurs, or the "per- half for which the state or governmental sonal and advertising injury" offense is corn- agency or subdivision or political subdivi- miffed: sion issued, in writing, a contract, agree- 1. During the policy period; and ment, permit or authorization. Includes copyrighted material of Insurance GA 472 0918 Services Office, Inc., with its permission. Page 2 of 3 118 t. 2. Subsequent to your execution of the writ- As used in this endorsement, wrap-up insur- ten contract or written agreement, or the ance means any insurance provided by a con- issuance of a written permit or written au- solidated (wrap-up) insurance program. thorization, described in Paragraphs A. PrimaryAnd NoncontributoryInsurance and B. When Required By Written Contract, F. Except when G.below applies,the following is Agreement, Permit Or Authorization added to Section IV - Commercial General Liability Conditions, 5. Other Insurance, Except when wrap-up insurance applies to the and supersedes any provision to the contrary: claim or "suit' on behalf of the additional in sured,this insurance is primary to and will not When Other Additional Insured Coverage seek contribution from any other insurance Applies On An Excess Basis available to the additional insured described in Paragraphs A.and B.provided that: This insurance is primary to other insurance available to the additional insured described in 1. The additional insured is a Named In- Paragraphs A.and B.except: sured under such other insurance; and 1. As otherwise provided in Section IV - 2. You have agreed in writing in a contract, Commercial General Liability Condi- agreement, permit or authorization de- tions, 5. Other Insurance, b. Excess In- scribed in Paragraph A. or B.that this in- surance; or surance would be primary and would not 2. For any other valid and collectible insur- seek contribution from any other insur- ance available to the additional insured. ance available to the additional insured as an additional insured by attachment of an As used in this endorsement, wrap-up insur- endorsement to another insurance policy ance means any insurance provided by a con- that is written on an excess basis. In such solidated (wrap-up)insurance program. case, this insurance is also excess. H. Section IV - Commercial General Liability G. The following is added to Section IV -Corn- Conditions, 9. Transfer Of Rights Of Re- mercial General Liability Conditions, 5. covery Against Others To Us is amended by Other Insurance, and supersedes any provi- the addition of the following: sion to the contrary: We waive any right of recovery we may have Primary Insurance When Required By Writ- against any additional insured under this en- ten Contract, Agreement, Permit Or Au- dorsement against whom you have agreed to thorization waive such right of recovery in a written con- tract, written agreement, written permit or writ- Except when wrap-up insurance applies to the ten authorization because of payments we claim or "suit' on behalf of the additional in- make for injury or damage arising out of your sured, this insurance is primary to any other ongoing operations or"your work"done under insurance available to the additional insured a written contract, written agreement, written described in Paragraphs A. and B. provided permit or written authorization. However, our that: rights may only be waived prior to the "occur- 1. The additional insured is a Named In- rence" giving rise to the injury or damage for sured under such other insurance; and which we make payment under this Coverage Part. The insured must do nothing after a loss 2. You have agreed in writing in a contract, to impair our rights.At our request,the insured agreement, permit or authorization de- will bring "suit' or transfer those rights to us scribed in Paragraph A. or B.that this in- and help us enforce those rights. surance would be primary to any other in- surance available to the additional in- sured. Includes copyrighted material of Insurance GA 472 09 18 Services Office, Inc., with its permission. Page 3 of 3 1 1 B THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BODILY INJURY EXCEPTIONS TO POLLUTANT EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART For purposes of insurance provided by this endorsement: 1. Sudden and Accidental Exception b. The injured person is clinically diagnosed Exclusion f. Pollutant, (1)(a) and (1)(d) of or treated by a physician for the "bodily injury" caused by the exposure to "gase- SECTION I - COVERAGES, COVERAGE A. ous or airborne pollutants" within one BODILY INJURY AND PROPERTY DAMAGE year of such first exposure. LIABILITY do not apply to "bodily injury" pro- vided: 4. Amended Who Is An Insured a. The "release" of "pollutants" from which As respects the insurance provided by Para- the "bodily injury" arises is "sudden" and graphs 1. and 3. of this endorsement, the "accidental"; and Sudden and Accidental Exception and the b. The injured person's first exposure to Off Premises Exception, SECTION II-WHO 1S AN INSURED is deleted in its entirety and such "pollutants" occurred during the replaced by the following: policy period;and person is clinically diagnosed The coverage afforded shall apply only to c. Theinjured or treated byphysician for the "bodilyNamed Insureds. We shall have no duty to a p y defend or pay damages for any person or or- injury" caused by exposure to such "pol- ganization that is not a Named Insured. lutants" within one year of such first ex- posure. 5. SECTION IV - COMMERCIAL GENERAL LI- 2. Amendment to On Premises Exception ABILITY CONDITIONS 5. Other Insurance b. Excess Insurance is amended to include The on premises exception to the Pollutant the following: Exclusion, f.(1)(a)1) c) of SECTION I - COV- The insurance provided by Paragraphs 1. ERAGES, COVERAGE A. BODILY INJURY Sudden and Accidental Exception and 3. AND PROPERTY DAMAGE LIABILITY, is Off Premises Exception,of this endorsement deleted in its entirety and replaced by the fol- is excess over any other valid and collectible lowing: insurance, whether primary, excess, contin- c) Within one year of such first exposure, gent or on any other basis, except insurance the person injured is clinically diagnosed written specifically to cover as excess over the or treated by a physician for the medical limits of insurance that apply in this endorse- condition caused by the exposure to such ment. vapors. However, Paragraph c) does not 6. As respects the insurance provided by Para- apply if the "bodily injury" is caused by graphs 1. and 3. of this endorsement, SEC- vapors produced by or originating from TION V - DEFINITIONS is amended to add equipment that is used to heat, cool or the following: dehumidify the building, or equipment that is used to heat water for personal 1. "Accidental" means unintended and un- use, by the building's occupants or their expected. guests. 2. "Gaseous or airborne pollutants" means 3. Off Premises Exception "pollutants"which: Exclusion f. Pollutant (1)(d) of SECTION I - (a) Are a gas, smoke, fume, vapor or COVERAGES, COVERAGE A. BODILY IN- other similar airborne substance; and JURY AND PROPERTY DAMAGE LIABILITY does not apply to "bodily injury"that is caused (b) Are the result of the "release"of such by"gaseous or airborne pollutants"provided: "pollutants" from materials, machin ery or equipment brought on or to a. The injured person's first exposure to the "work site" by any Named In- "gaseous or airborne pollutants" occurred sured or any "employees", contrac- during the policy period; and tors or subcontractors working di- Includes copyrighted material of Insurance GA 478 12 04 Services Office, Inc.,with its permission. Page 1 of 2 118 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS' COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Endorsement-Table of Contents: Coverage: Begins on Page: 1. Employee Benefit Liability Coverage 3 2. Unintentional Failure To Disclose Hazards 9 3. Damage To Premises Rented To You 9 4. Supplementary Payments 10 5. Medical Payments 10 6. 180 Day Coverage For Newly Formed Or Acquired Organizations 10 7. Waiver Of Subrogation ...... 11 8. Automatic Additional Insured-Specified Relationships: ........11 • Managers Or Lessors Of Premises; • Lessor Of Leased Equipment; • Vendors; • State Or Governmental Agency Or Subdivision Or Political Subdivision -Permits Or Authorizations Relating To Premises; and • Mortgagee,Assignee Or Receiver 9. Property Damage To Borrowed Equipment 14 10. Employees As Insureds -Specified Health Care Services And Good Samaritan Services 15 11. Broadened Notice Of Occurrence 15 12. Nonowned Aircraft 15 13. Bodily Injury Redefined 15 14. Expected Or Intended Injury Redefined 15 15. Former Employees As Insureds 15 16. Voluntary Property Damage Coverage And Care, Custody Or Control Liability Coverage 16 17. Broadened Contractual Liability-Work Within 50'Of Railroad Property 17 18. Alienated Premises 17 B. Limits Of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorse- ment, except as provided below: 1. Employee Benefit Liability Coverage Each Employee Limit: $1,000,000 Aggregate Limit: $3,000,000 Deductible Amount: $ 1,000 3. Damage To Premises Rented To You The lesser of: a. The Each Occurrence Limit shown in the Declarations;or b. $500,000 unless otherwise stated$ 4. Supplementary Payments a. Bail Bonds: $2,500 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 1 of 17 118 b. Loss Of Earnings:$ 500 5. Medical Payments Medical Expense Limit:$ 10,000 9. Property Damage To Borrowed Equipment Each Occurrence Limit: $10,000 Deductible Amount: $ 250 16. Voluntary Property Damage Coverage (Coverage a.) And Care, Custody Or Control Liability Coverage(Coverage b.) Limits Of Insurance Coverage a. $1,000 Each Occurrence $5,000 Aggregate Coverage b.$5,000 Each Occurrence unless otherwise stated$ Deductible Amount(Each Occurrence) Coverage a.$250 Coverage b.$250 unless otherwise stated$ COVERAGE PREMIUM BASIS RATE ADVANCE PREMIUM (a) Area (For Limits in Excess of (For Limits in Excess of (b) Payroll $5,000) $5,000) (c) Gross Sales (d) Units (e) Other b. Care, Custody Or Control TOTAL ANNUAL PREMIUM $ Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 2 of 17 h a C. Coverages this endorsement pro- 1. Employee Benefit Liability Coverage vided: a. The following is added to Section I - a) You did not Nava d of a Coverages: claim or suit'on or Employee Benefit Liability Cover- before the "first ef- age fective date"of this endorsement. (1) Insuring Agreement You will be (a) We will pay those sums that deemed to have the insured becomes legally knowledge of a obligated to pay as damag- claim or "suit" es caused by any act, error when any "author- or omission of the insured, ized representa- or of any other person for tive"; whose acts the insured is legally liable, to which this i) Reports all, or insurance applies. We will any part, of the have the right and duty to act, error or defend the insured against omission to us any "suit' seeking those or any other damages. However, we will insurer; have no duty to defend against any "suit" seeking ii) Receives a wver- damages to which this in- written or surance does not apply. We balor demand - a pp y� claim for dam- may, at our discretion, in- ages because vestigate any report of an of the act, er- ad, error or omission and ror or omis- settle any claim or"suit'that sion; and may result. But: 1) The amount we will pay b) There is no other insur- for damages is limited applicable as described in Section ance. III - Limits Of Insur- (2) Exclusions ance; and This insurance does not apply to: 2) Our right and duty to defend ends when we (a) Bodily Injury, Property have used up the appli- Damage Or Personal And cable limit of insurance Advertising Injury in the payment of judg- "Bodily injury", "property ments or settlements. damage" or "personal and No other obligation or liabil- advertising injury'. ity to pay sums or perform (b) Dishonest, Fraudulent, ads or services is covered Criminal Or Malicious Act unless explicitly provided for under Supplementary Damages arising out of any Payments. intentional, dishonest, fraudulent, criminal or mali- (b) This insurance applies to damages only if the act, er- cious act, error or omission, committed by any insured, ror or omission, is negligent- including the willful or reck- ly committed in the "admin- less violation of any statute. istration" of your "employee benefit program"; and (c) Failure To Perform A Con- 1) Occurs during the policy tract period; or Damages arising out of fail- ureOccurredprior to the of performance of con- 2) tract by any insurer. "first effective date" of Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 3 of 17 118 (d) Insufficiency Of Funds (i) Taxes, Fines Or Penalties Damages arising out of an Taxes, fines or penalties, in- insufficiency of funds to cluding those imposed un- meet any obligations under der the Internal Revenue any plan induded in the Code or any similar state or "employee benefit program". local law. (e) Inadequacy Of Perfor- (j) Employment-Related Prac- mance Of Invest- tices ment/Advice Given With Respect To Participation Any liability arising out of any: Any daim based upon: (1) Refusal to employ; 1) Failure of any invest- ment to perform; (2) Termination of employ- ment; 2) Errors in providing in- formation on past per- (3) Coercion, demotion, formance of investment evaluation, reassign vehicles; or ment, discipline, defa- mation, harassment, 3) Advice given to any humiliation, discrimina- person with respect to tion or other employ- that person's decision to ment- related practices, participate or not to par- acts or omissions; or tidpate in any plan in- cluded in the"employee (4) Consequential liability benefit program". as a result of (1), (2) or (3)above. (f) Workers' Compensation And Similar Laws This exclusion applies whether the insured may be Any claim arising out of your held liable as an employer failure to comply with the or in any other capacity and mandatory provisions of any to any obligation to share workers' compensation, un- damages with or repay employment compensation someone else who must pay insurance, social security or damages because of the in- disability benefits law or any jury. similar law. (3) Supplementary Payments (g) ERISA Section I - Coverages, Sup- Damages for which any in- plementary Payments - Cover- sured is liable because of li- ages A And B also apply to this ability imposed on a fidud- Coverage. ary by the Employee Re- tirement Income Security b. Who Is An Insured Act of 1974, as now or As respects Employee Benefit Lia- hereafter amended, or by bility Coverage, Section II -Who Is any similar federal, state or An Insured is replaced by the follow- local laws. ing: (h) Available Benefits (1) If you are designated in the Dec- Any daim for benefits to the larations as: extent that such benefits are (a) An individual, you and your available, with reasonable spouse are insureds, but on- effort and cooperation of the ly with respect to the con- insured, from the applicable duct of a business of which funds accrued or other cd- you are the sole owner. lectible insurance. (b) A partnership or joint ven- ture, you are an insured. Your members, your part- Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 4 of 17 11 $ ners, and their spouses are zation. However,coverage under also insureds but only with this provision: respect to the conduct of your business. (a) Is afforded only until the 180th day after you acquire (c) A limited liability company, or form the organization or you are an insured. Your the end of the policy period, members are also insureds, whichever is earlier; and but only with respect to the conduct of your business. (b) Does not apply to any act, Your managers are in error or omission that was sureds, but only with respect committed before you ac- to their duties as your man- quired or formed the organi- agers. zation. (d) An organization other than a c. Limits Of Insurance partnership, joint venture or As respects Employee Benefit Lia- limited liability company, you bility Coverage, Section III - Limits are an insured.Your"execu- Of Insurance is replaced by the fol- tive officers" and directors lowing: are insureds, but only with respect to their duties as (1) The Limits of Insurance shown in your officers or directors. Section B. Limits Of Insurance, Your stockholders are also 1. Employee Benefit Liability insureds, but only with re- Coverage and the rules below fix spect to their liability as the most we will pay regardless stockholders. of the number of (e) A trust, you are an insured. (a) Insureds; Your trustees are also in- sureds, but only with respect (b) Claims made or "suits" to their duties as trustees. brought; (2) Each of the following is also an (c) Persons or organizations insured: making claims or bringing "suits"; (a) Each of your "employees" who is or was authorized to (d) Acts,errors or omissions;or administer your "employee (e) Benefits induded in your benefit program"; "employee benefit program". (b) Any persons, organizations (2) The Aggregate Limit shown in or"employees" having prop- Section B. Limits Of Insurance, er temporary authorization 1. Employee Benefit Liability to administer your "employ- Coverage of this endorsement is ee benefit program" if you the most we will pay for all dam- die, but only until your legal ages because of acts, errors or representative is appointed; omissions negligently committed or in the "administration" of your (c) Your legal representative if "employee benefit program". you die, but only with re- (3) Subject to the limit described in spect to duties as such.That (2) above, the Each Employee representative will have all Limit shown in Section B. Limits your rights and duties under Of Insurance, 1. Employee this Coverage Part. Benefit Liability Coverage of (3) Any organization you newly ac- this endorsement is the most we quire or form, other than a part will pay for all damages sus - quire joint venture or limited tained by any one "employee", liability company,and over which including damages sustained by you maintain ownership or major- such "employee's" dependents ity interest, will qualify as a and beneficiaries,as a result of: Named Insured if no other similar (a) An act, error or omission; or insurance applies to that organi- Includes copyrighted material of Insurance GA233 09 17 Services Office, Inc.,with its permission. Page 5 of 17 118 (b) A series of related ads, er- tification of the action taken, rors or omissions, regard- you shall promptly reim- less of the amount of time burse us for such part of the that lapses between such Deductible Amount as we acts, errors or omissions; have paid. negligently committed in the d. Additional Conditions "administration" of your"employ- ee benefit program". As respects Employee Benefit Lia- bility Coverage, Section IV - Corn- However,the amount paid under mercial General Liability Condi- this endorsement shall not ex- tions is amended as follows: ceed, and will be subject to the limits and restrictions that apply (1) Item 2. Duties In The Event Of to the payment of benefits in any Occurrence, Offense, Claim Or plan included in the "employee Suit is replaced by the following: benefit program." 2. Duties In The Event Of An (4) Deductible Amount Act, Error Or Omission, Or Claim Or Suit (a) Our obligation to pay dam- ages on behalf of the in- a. You must see to it that sured applies only to the we are notified as soon amount of damages in ex- as practicable of an act, cess of the Deductible error or omission which Amount stated in the Deda- may result in a daim. rations as applicable to To the extent possible, Each Employee. The limits notice should include: of insurance shall not be re- (1) What the act, error duced by the amount of this or omission was deductible. and when it oc- (b) The Deductible Amount curred; and stated in the Declarations (2) The names and applies to all damages sus- addresses of any- tained by any one "employ- one who may suf- ee", including such "employ- fer damages as a ee's" dependents and bene- result of the act, fidaries, because of all acts, error or omission. errors or omissions to which this insurance applies. b. If a daim is made or (c) The terms of this insurance, "suit' is brought against any insured, you must: including those with respect to: (1) Immediately record 1) Our right and dutyto the specifics of the gclaim or "suit' and defend the insured the date received; against any "suits" and seeking those damag- es; and (2) Notify us as soon 2) Your duties,and the du- as practicable. ties of any other in- You must see to it that volved insured, in the we receive written no- event of an act, error or tice of the daim or"suit' omission,or claim; as soon as practicable. apply irrespective of the ap- C. You and any other in- plication of the Deductible volved insured must: Amount. (1) Immediately send (d) We may pay any part or all us copies of any of the Deductible Amount to demands, notices, effect settlement of any summonses or le- claim or"suit'and, upon no- gal papers re- Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 6 of 17 118 ceived in connec- tion by equal shares, tion with the claim we will follow this meth- or"suit'; od also. Under this usto ap- proach each insurer (2) Authorizeob- contributes equal tain records and amounts until it has other information; paid its applicable limit (3) Cooperate with us of insurance or none of in the investigation the loss remains, or settlement of the whichever comes first. claim or defense If any of the other in- against the "suit'; surance does not permit and contribution by equal (4) Assist us, upon our shares, we will contrib- request, in the en- ute by limits. Under this forcement of any method, each insurer's right against any share is based on the person or organi- ratio of its applicable nation which may limit of insurance to the be liable to the in- total applicable limits of sured because of insurance of all insur- an act, error or ers. omission to which c. No Coverage this insurance may also apply. This insurance shall not cover any loss for which d. No insured will, except the insured is entitled to at that insured's own recovery cost, voluntarily make a underany other insuranced in force payment, assume any previous to the effective obligation, or incur any date of this Coverage expense without our Part. consent. (2) Item 5. Other Insurance is re- e. Additional Definitions placed by the following: As respects Employee Benefit 5. Other Insurance Lia- bility Coverage, Section V - Defini- tions is amended as follows: If other valid and collectible (1) The following definitions are insurance is available to the added: insured for a loss we cover under this Coverage Part, 1. "Administration"means: our obligations are limited as follows: a. Providing information to "employees", including a. Primary Insurance their dependents and beneficiaries, with re- This insurance is prima- spect to eligibility for or ry except when c.below scope of "employee applies. If this insurance benefit programs"; is primary, our obliga- tions are not affected b. Interpreting the "em- unless any of the other ployee benefit pro- insurance is also prima- grams"; ry. Then, we will share with all that other insur- c. Handling records in ance by the method de- connection with the scribed in b.below. "employee benefit pro- grams";or b. Method Of Sharing d. Effecting, continuing or If all of the other insur- terminating any "em- ance permits contribu- ployee's"participation in Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 7 of 17 118 any benefit included in c. Unemployment insur- the "employee benefit ance, social security program". benefits, workers' corn- However, "administration" pensation and disability benefits; and does not indude: a. Handling payroll deduc d. Vacation plans, includ- tions; or ing buy and sell pro- grams; leave of ab- b. The failure to effect or sence programs, includ- maintain any insurance ing military, maternity, or adequate limits of family, and civil leave; coverage of insurance, tuition assistance plans; including but not limited transportation and to unemployment insur health club subsidies. ance, social security 4. 'First effective date" means benefits, workers' corn- the date upon which cover- pensation and disability age was first effected in a benefits. series of uninterrupted re- 2. "Cafeteria plans" means newals of insurance cover- plans authorized by applica- age. ble law to allow "employees" (2) The following definitions are de- to elect to pay for certain leted in their entirety and re- benefits with pre-tax dollars. placed by the following: 3. 'Employee benefit pro- 8. "Employee"means a person grams" means a program actively employed, formerly providing some of all of the employed, on leave of ab- following benefits to "em- sence or disabled, or retired. ployees", whether provided "Employee" includes a through a "cafeteria plan" or "leased worker". "Employee" otherwise: does not include a "tempo- a. Group life insurance; rary worker". group accident or health 21. "Suit"means a civil proceed- insurance; dental, vision ing in which money damag- and hearing plans; and es because of an act, error flexible spending ac- or omission to which this in- counts; provided that no surance applies are alleged. one other than an "em- "Suit"includes: ployee" may subscribe to such benefits and a. An arbitration proceed- such benefits are made ing in which such dam- generally available to ages are claimed and to those "employees" who which the insured must satisfy the plan's eligibil- submit or does submit ity requirements; with our consent; b. Profit sharing plans, b. Any other alternative employee savings dispute resolution pro- plans, employee stock seeding in which such ownership plans, pen- damages are daimed sion plans and stock and to which the in- subscription plans, pro- sured submits with our vided that no one other consent;or than an "employee" may subscribe to such c. An appeal of a civil pro- benefits and such bene- deeding. fits are made generally available to all "employ- ees" who are eligible under the plan for such benefits; Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 8 of 17 I1II 2. Unintentional Failure To Disclose Haz- 2) Rust or other cor- ards rosion, decay, de- Section IV-Commercial General Liabil- latent hiddento ity Conditions, 7. Representations is or latent defect or amended by the addition of the following: anyqualityin property that caus- Based on our dependence upon your rep- resentations as to existing hazards, if un-intentionally you should fail to disdose all 3) Smog; such hazards at the inception date of your policy, we will not reject coverage under 4) Mechanical break- this Coverage Part based solely on such down, including failure. rupture or bursting 3. Damage To Premises Rented To You caused by centrif- ugal force; a. The last Paragraph of 2. Exclusions under Section I -Coverage A-Bod- 5) Settling, cracking, g shrinking orr ex- ily Injury And Property Damage Li- pansion; ability is replaced by the following: pansion; infesta- Exdusions c.through q. do not apply tion6) Nesting dr harge to "property damage" by fire, explo- release or discharge sion, lightning, smoke or soot to or oro waste secre- premises while rented to you or tern- products porarily occupied by you with permis- bids, rodentsby insects, or sion of the owner, for which the otherrds,animals; or amount we will pay is limited to the other or Damage To Premises Rented To 7) Presence, growth, You Limit as described in Section III proliferation, -Limits Of Insurance. spread or any ac- tivityin- b. The insurance provided under Sec- cluding o fungus, r tion I - Coverage A - Bodily Injury mildew, mold y And Property Damage Liability ap- mildew, and any plies to"property damage"arising out mycotoxins, of water damage to premises that are spores, scents o- byproducts pro- both rented to and occupied by you. duced or released (1) As respects Water Damage Le- by fungi. gal Liability, as provided in Para- (b) 'Property damage" caused graph 3.b.above: directly or indirectly by any The exdusions under Section I - of the following: Coverage A-Bodily Injury And (i) Earthquake, volcanic Property Damage Liability, 2. eruption, landslide or Exclusions, other than i. War any other earth move- and the Nuclear Energy Liabil- ment; ity Exclusion (Broad Form), are deleted and the following are (ii) Water that backs up or added: overflows or is other- wise discharged from a This insurance does not apply to: sewer, drain, sump, (a) "Property damage": sump pump or related equipment; (i) Assumed in any con- trail or agreement or (iii) Water under the ground surface pressing on, or (ii) Caused by or resulting flowing or seeping from any of the follow- through: ing: 1) Foundations, walls, 1) Wear and tear; floors or paved surfaces; Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 9 of 17 118 2) Basements, you with permission of whether paved or the owner, not; or b. In the case of damage 3) Doors, windows or by fire, explosion, light- other openings. ning, smoke or soot, (c) 'Property damage" caused while rented to you;or by or resulting from water c. In the case of damage that leaks or flows from by water, while rented plumbing, heating, air condi- to and occupied by you. tioning, fire protection sys- tems, or other equipment, (2) The most we will pay is limited as caused by or resulting from described in Section B. Limits freezing, unless: Of Insurance, 3. Damage To Premises Rented To You of this (i) You did your best to endorsement. maintain heat in the building or structure; or 4. Supplementary Payments (ii) You drained the equip- Under Section I - Supplementary Pay- ment and shut off the ments-Coverages A And B: water supply if the heat a. Paragraph 2. is replaced by the fol- was not maintained. lowing: (d) 'Property damage"to: Up to the limit shown in Section B. (i) Plumbing, heating, air Limits Of Insurance, 4.a. Bail Bonds conditioning,fire protec- of this endorsement for cost of bail tion systems, or other bonds required because of accidents equipment or applianc- or traffic law violations arising out of es; or the use of any vehicle to which the Bodily Injury Liability Coverage ap- (ii) The interior of any plies.We do not have to furnish these building or structure, or bonds. to personal property in the building or structure, b. Paragraph 4. is replaced by the fol- caused by or resulting lowing: from rain,snow,sleet or All reasonable expenses incurred by ice, whether driven by the insured at our request to assist us wind or not. in the investigation or defense of the c. Limit Of Insurance claim or"suit",including actual loss of earnings up to the limit shown in Sec- With respect to the insurance afford- tion B. Limits Of Insurance, 4.b. ed in Paragraphs 3.a.and 3.b.above, Loss Of Earnings of this endorsement the Damage To Premises Rented per day because of time off from To You Limit as shown in the Decla- work. rations is amended as follows: 5. Medical Payments (1) Paragraph 6. of Section III - Limits Of Insurance is replaced The Medical Expense Limit of Any One by the following: Person as stated in the Declarations is amended to the limit shown in Section B. 6. Subject to Paragraph 5. Limits Of Insurance, 5. Medical Pay- above, the Damage To ments of this endorsement. Premises Rented To You Day g 6. 180 Coverage For Newly is the most we will pay Formed under Coverage A- Bodily Or Acquired Organizations Injury And Property Dam- Section II - Who Is An Insured is age Liability for damages amended as follows: because of "property dam- age"to any one premises: Subparagraph a. of Paragraph 3. is re- a. While rented to you, or placed by the following: temporarily occupied by a. Insurance under this provision is af- forded only until the 180th day after Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 10 of 17 lib you acquire or form the organization use of that part of the prem- or the end of the policy period, ises leased to you, subject whichever is earlier; to the following additional 7. Waiver Of Subrogation exclusions: Section IV-Commercial General Liabil- This insurance does not ap- ply ity Conditions, 9.Transfer Of Rights Of to: Recovery Against Others To Us is (i) Any "occurrence" which amended by the addition of the following: takes place after you We waive any right of recovery we may cease to be a tenant in that premises; have against any person or organization against whom you have agreed to waive (ii) Structural alterations, such right of recovery in a written contract new construction or or agreement because of payments we demolition operations make for injury or damage arising out of performed by or on be- your ongoing operations or "your work" half of such additional done under a written contract or agree- insured. ment with that person or organization and Lessor Of Leased Equip- ations included in the "products-completed oper- (b) q p- ations hazard". However, our rights may ment only be waived prior to the "occurrence" Any person or organization giving rise to the injury or damage for from whom you lease which we make payment under this Coy- equipment when you and erage Part The insured must do nothing such person(s) or organize- after a loss to impair our rights. At our re- tion(s) have agreed per Par- quest,the insured will bring"suit'or trans- agraph 8.a.(1) of this en- fer those rights to us and help us enforce dorsement to provide insur- those rights. ance. Such person(s) or or- 8. Automatic Additional Insured - Speci- ganization(s) are insureds fled Relationships only with respect to liability for "bodily injury", "property a. The following is added to Section II - damage" or "personal and Who Is An Insured: advertising injury'caused, in whole(1) Any person(s) or organization(s) maintenance,or in part, y your operation or described in Paragraph 8.a.(2)of use of equipment leased to this endorsement (hereinafter re- you by such person(s) or or- ferred to as additional insured) ganization(s). A person's or whom you are required to add as organization's status as an an additional insured under this additional insured under this Coverage Part by reason of a endorsement ends when written contract, written agree- their contract or agreement ment, written permit or written with you for such leased authorization. equipment ends. However, (2) Only the following persons or or- this insurance does not ap- ganizations are additional in- ply to any "occurrence" sureds under this endorsement, which takes place after the and insurance coverage provided equipment lease expires. to such additional insureds is lim- (c) Vendors ited as provided herein: Any person or organization (a) Managers g Or Lessors Of (referred to below as ven- Premises dor) with whom you have The manager or lessor of a agreed per Paragraph premises leased to you with 8.a.(1) of this endorsement whom you have agreed per to provide insurance, but on Paragraph 8.a.(1) of this en- ly with respect to "bodily in- dorsement to provide insur- jury" or 'property damage" ance, but only with respect arising out of"your products" to liability arising out of the which are distributed or sold ownership, maintenance or in the regular course of the Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 11 of 17 ' Fe vendor's business, subject or repair opera- to the following additional tions, except such exclusions: operations per- (i) The insurance afforded formed at the ven- the vendor does not dor's premises in connection with the apply to: sale of the product; 1) "Bodily injury' or 7) Products which, af- "property damage" ter distribution or for which the ven- sale by you, have dor is obligated to been labeled or re- pay damages by labeled or used as reason of the as- a container, part or sumptbn of liability ingredient of any in a contract or other thing or sub- agreement. This stance by or for the exdusion does not vendor; or apply to liability for damages that the 8) "Bodily injury' or vendor would have "property damage" in the absence of arising out of the the contract or sole negligence of agreement; the vendor for its own acts or omis- 2) Any express war- ranty unauthorized slops its emploroyees those of ployees or by you; anyone else acting 3) Any physical or on its behalf. How chemical change in ever,this exclusion the product made does not apply to: intentionally by the a) The excep- vendor; tions contained 4) Repackaging, ex- in Paragraphs cept when un- (c) (i) 4) or 6) packed solely for of this en- the purpose of in- dorsement;or spection, demon- b) Such inspec- stration, testing, or tions, aclust- the substitution of ments, tests or parts under in- servicing as structions from the the vendor has manufacturer, and agreed to then repackaged in make or nor- the original con- malty under- tainer; takes to make 5) Any failure to make in the usual such inspections, course of adjustments, tests business, in or servicing as the connection vendor has agreed with the distri- to make or normal- bution or sale ly undertakes to of the prod- make in the usual ucts. course of busi- (ii) This insurance does not ness, in connection apply to any insured with the distribution person or organization: or sale of the products; 1) From whom you have acquired 6) Demonstration, in- such products, or stallation, servicing any ingredient,part Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 12 of 17 119 or container, enter- (e) Mortgagee, Assignee Or ing into, accompa- Receiver nying or containing such products; or Any person or organization with whom you have agreed 2) When liability in- per Paragraph 8.a.(1) of this cluded within the endorsement to provide in- "products- surance, but only with re- completed opera- spect to their liability as tions hazard" has mortgagee, assignee, or re- been excluded un- ceiver and arising out of the der this Coverage ownership, maintenance, or Part with respect to use of the premises by you. such products. However, this insurance does not apply to structural (d) State Or Governmental alterations, new construction Agency Or Subdivision Or and demolition operations Political Subdivision - performed by or for that per- Permits Or Authorizations son or organization. Relating To Premises Any state or governmental (3) The insurance afforded to addi- tional insureds described in Par- agency or subdivision or po- agraph 8.a.(1) of this endorse- litical subdivision with which ment: you have agreed per Para- graph 8.a.(1) of this en- (a) Only applies to the extent dorsement to provide insur- permitted by law; and ance, subject to the follow- ing additional provision: (b) Will not be broader than that which you are required by This insurance applies only the written contract, written with respect to the following agreement, written permit or hazards for which the state written authorization to pro- or governmental agency or vide for such additional in- subdivision or political sub- sured; and division has issued a permit or authorization in connec- (c) Does not apply to any per- tion with premises you own, son, organization, vendor, rent or control and to which state, governmental agency this insurance applies: or subdivision or political subdivision, specifically (i) The existence, mainte- named as an additional in- nance, repair, construc- sured under any other provi- tion,erection or removal sion of, or endorsement of advertising signs, added to, this Coverage awnings, canopies, cel- Part, provided such other lar entrances, coal provision or endorsement holes, driveways, man- covers the injury or damage holes, marquees, hoist for which this insurance ap- away openings, side- plies. walk vaults, street ban- ners or decorations and b. With respect to the insurance afford- similar exposures; or ed to the additional insureds de- scribed in Paragraph 8.a.(1) of this (ii) The construction, erec- endorsement, the following is added tion or removal of eleva- to Section III-Limits Of Insurance: tors; or The most we will pay on behalf of the (iii) The ownership, mainte- additional insured is the amount of in- nance or use of any el- surance: evators covered by this insurance. (1) Required by the written contract, written agreement,written permit or written authorization described Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 13 of 17 I 1 8 in Paragraph 8.a.(1) of this en- tion I - Coverage A - Bodily Injury dorsement; or And Property Damage Liability: (2) Available under the applicable Paragraphs (3) and (4) of this exclu- Limits of Insurance shown in the sion do not apply to tools or equip- Declarations; ment loaned to you,provided they are not being used to perform operations whichever is less. at the time of loss. This endorsement shall not increase b. With respect to the insurance provid- the applicable Limits of Insurance ed by this section of the endorse- shown in the Declarations. ment, the following additional provi- c. Section IV - Commercial General sions apply: Liability Conditions is amended to (1) The Limits of Insurance shown in include the following: the Declarations are replaced by Automatic Additional Insured Pro- the limits designated in Section vision B. Limits Of Insurance, 9. Property Damage To Borrowed This insurance applies only if the Equipment of this endorsement "bodily injury" or "property damage" with respect to coverage provid- occurs, or the "personal and advertis- ed by this endorsement. These ing injury'offense is committed: limits are indusive of and not in (1) During the policy period; and addition to the limits being re- placed. The Limits of Insurance (2) Subsequent to your execution of shown in Section B. Limits Of the written contract or written Insurance, 9. Property Damage agreement, or the issuance of a To Borrowed Equipment of this written permit or written authori- fix the most we will zation, described in Paragraph pay in any one "occurrence" re- 8.a.(1). gardless of the number of: d. Section IV - Commercial General (a) Insureds; Liability Conditions is amended as (b) Claims made or "suits" follows: brought;or Condition 5. Other Insurance is (c) Persons or organizations amended to include: making claims or bringing Primary And Noncontributory In- "suits". surance (2) Deductible Clause This insurance is primary to and will dam- not seek contribution from any other (a) Our obligation to ages on your behalfif applies applies insurance available to an additional only to the amount of dam- insured per Paragraph 8.a.(1) of this ages for each "occurrence" endorsement provided that: which are in excess of the (1) The additional insured is a Deductible Amount stated in Named Insured under such other Section B. Limits Of Insur- insurance;and ance, 9. Property Damage To Borrowed Equipment of (2) You have agreed in writing in a this endorsement. The limits contract, agreement, permit or of insurance will not be re- authorization described in 8.a.(2) duced by the application of of this endorsement that this in- such deductible amount. surance would be primary and would not seek contribution from (b) Section IV - Commercial any other insurance available to General Liability Condi- the additional insured. tions, 2. Duties In The Event Of Occurrence, Of- 9. Property Damage To Borrowed Equip- fense, Claim Or Suit, ap- ment plies to each daim or "suit' a. The following is added to Exclusion irrespective of the amount. 2.j.Damage To Property under Sec- Includes copyrighted material of Insurance GA233 0917 Services Office, Inc.,with its permission. Page 14 of 17 118 (c) We may pay any part or all 12. Nonowned Aircraft of the deductible amount to effect settlement of any The following is added to Exclusion 2.g. claim or"suit"and, upon no- Aircraft, Auto Or Watercraft under Sec- tification of the action taken, tion I -Coverage A - Bodily Injury And you shall promptly reim- Property Damage Liability: burse us for such part of the This exdusion does not apply to an air- deductible amount as has craft you do not own, provided that: been paid by us. 10. Employees As Insureds - Specified a. The pilot in command holds a current effective certificate, issued by a duly Health Care Services And Good Samar- itan Services constituted authority of the United States of America or Canada, desig- Paragraph 2.a.(1)(d) under Section II - nating that person as a commercial or Who Is An Insured does not apply to: airline transport pilot; a. Your "employees" who provide pro- b. The aircraft is rented with a trained, fessional health care services on your paid crew; and behalf as a duly licensed nurse, c. The aircraft does not transport per- emergency medical technician or sons or cargo fora charge. paramedic in the jurisdiction where an "occurrence" or offense to which this 13. Bodily Injury Redefined insurance applies takes place; or Section V-Definitions, 4. "Bodily injury' b. Your"employees" or"vdunteer work- is replaced by the following: ers", other than an employed or vol- unteer doctor, providing first aid or 4. "Bodily injury" means bodily harm or good samaritan services during their injury, sickness, disease, disability, work hours for you will be deemed to humiliation, shock, fright, mental an- be acting within the scope of their guish or mental injury, including care, employment by you or performing du- loss of services or death resulting ties related to the conduct of your from any of these at any time. business. 14. Expected Or Intended Injury Redefined 11. Broadened Notice Of Occurrence The last sentence of Exclusion 2.a. Ex- Paragraph a. of Condition 2. Duties In pected Or Intended Injury under Sec- The Event Of Occurrence, Offense, tion I -Coverage A- Bodily Injury And Claim Or Suit under Section IV - Com- Property Damage Liability is replaced by mercial General Liability Conditions is the following: replaced by the following: This exclusion does not apply to "bodily a. You must see to it that we are notified injury"or"property damage"resulting from as soon as practicable of an "occur the use of reasonable force to protect per- rence"or an offense which may result sons or property. in a daim.To the extent possible, no- 15. Former Employees As Insureds Lice should include: The following is added to Paragraph 2. (1) How, when and where the "oc- under Section II-Who Is An Insured: currence"or offense took place; 2. Each of the following is also an in- (2) The names and addresses of sured: any injured persons and wit- nesses; and Any of your former "employees", di- (3) The nature and location of any rectors, managers, members, part- (3) or damage arising out of ners or "executive officers", including but not limited to retired, disabled or the"occurrence"or offense. those on leave of absence, but only This requirement applies only when for acts within the scope of their em- the "occurrence" or offense is known ployment by you or for duties related to an"authorized representative". to the conduct of your business. Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 15 of 17 118 16. Voluntary Property Damage Coverage (2) Exclusions a. Coverage D - Voluntary Property This insurance does not apply to Damage Coverage "property damage" that would be excluded by Coverage A-Bodi- Section I -Coverages is amended to ly Injury And Property Damage include the following: Liability, 2. Exclusions, except (1) Insuring Agreement for j. Damage To Property, par- agraphs (3), (4), (5) and (6), k. (a) We will pay the cost to re- Damage To Your Product, and pair or replace "property I. Damage To Your Work. damage" to property of oth- ers arising out of operations (3) Definitions incidental to your business For purposes of Voluntary when: Property Damage Coverage 1) Damage is caused by only,the following definitions un- you; or der Section V - Definitions are replaced by the following: 2) Damage occurs while in your possession. 16. "Occurrence" means an in- cident, including continuous At your written request, we or repeated exposure to will make this payment re- substantially the same gen- gardless of whether you are eral harmful conditions that at fault for the "property result in"property damage". damage". 20. "Property damage" means If you, at our request, re- physical injury to tangible place, or make any repairs property."Electronic data" is to, damaged property of not tangible property, and others, the amount we will "property damage" does not pay under Voluntary Prop- include disappearance, ab- erty Damage Coverage will straction or theft. be determined by your actu- al cost to replace or repair b. Care, Custody Or Control Liability the damaged property, ex- Coverage cluding any profit or over- For purposes of the coverage provid- head. ed by Care, Custody Or Control Li- Any payment we make un- Coverage in this endorsement der Voluntary Property only: Damage Coverage shall not (1) Section I -Coverage A-Bodily be interpreted as an admis- Injury And Property Damage sion of liability by you or by Liability, 2. Exclusions, j. US. Damage To Property, Subpara- It shall be your duty, not our graphs(3),(4) and (5)do not ap- duty, to defend any claim or ply to "property damage" to the "suit'to which this insurance property of others described applies. therein. No other obligation or liabil- (2) It shall be your duty, not our duty, ity to pay sums or perform to defend any daim or "suit" to acts or services is covered. which this insurance applies. (b) This insurance applies to No other obligation or liability to "property damage"only if pay sums or perform acts or ser- vices is covered. 1) The "property damage" takes place in the "cov- This Paragraph (2) supersedes erage territory'; and any provision in the Coverage Part to the contrary. 2) The "property damage" occurs during the policy (3) "Property damage" for which period. Care, Custody Or Control Lia- bility Coverage provides cover- Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 16 of 17 118 age shall be deemed to be (3) The Voluntary Property Dam- caused by an "occurrence" but age Coverage, Aggregate Limit shall not serve to limit or restrict Of Insurance is the most we will the applicability of any exclusion pay for the sum of all damages for"property damage" under this under Voluntary Property Coverage Part. Damage Coverage. This limit applies separately to each "cov- c. Limits Of Insurance And Deducti- erage term". bles For purposes of the coverage provid- ed (4) Deductible Clause by Voluntary Property Damage (a) Our obligation to pay dam- Coverage and Care, Custody Or ages on your behalf applies Control Liability Coverage, Section only to the amount of dam- III -Limits Of Insurance is amended ages for each "occurrence" to include the following: which are in excess of the (1) The Limits of Insurance shown in Deductible Amount stated for the applicable coverage the Declarations are replaced by in the Schedule. The limits the limits designated in Section of insurance will not be re- B. Limits Of Insurance, 16. duced by the application of Voluntary Property Damage such Deductible Amount. Coverage And Care, Custody Or Control Liability Coverage, (b) Section IV - Commercial in this endorsement.These limits General Liability Condi- are inclusive of, and not in addi- Lions, 2. Duties In The tion to, the limits being replaced. Event Of Occurrence, Of- The Limits of Insurance shown in fense, Claim Or Suit, ap- the Schedule fix the most we will plies to each claim or "suit" pay regardless of the number of: irrespective of the amount. (a) Insureds; (c) We may pay any part or all of the Deductible Amount to (b) Claims made or "suits" brought;or effect settlement of any claim or"suit" and, upon no- (c) Persons or organizations tification of the action taken, making claims or bringing you shall promptly reim- "suits". burse us for such part of the Deductible Amount as has (2) (a) Subject to (3) below, the been paid by us. Voluntary Property Dam- age Coverage, Each Occur- 17. Broadened Contractual Liability -Work rence Limit Of Insurance is Within 50'Of Railroad Property the most we will pay for the Section V-Definitions, 12."Insured con- sum of damages under Vol- tract"is amended as follows: untary Property Damage Coverage; a. Paragraph c. is replaced by the fol- lowing: (b) The Care,Custody Or Con- trol Liability Coverage, c. Any easement or license agree- Each Occurrence Limit Of ment; Insurance is the most we will pay for the sum of damages b. Paragraph f.(1) is deleted in its entire- under Care, Custody Or ty. Control Liability Coverage; 18. Alienated Premises because of all"property damage" Exclusion 2.j. Damage to Property, arising out of any one "occur- Paragraph (2) under Section I - Cover- rence". age A - Bodily Injury And Property Damage Liability does not apply if the premises are"your work". Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 17 of 17 118 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CinciPlus® BUSINESS AUTO XC+® (EXPANDED COVERAGE PLUS) ENDORSEMENT - FLORIDA This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM With respect to the coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by this endorsement. A. Blanket Waiver of Subrogation This provision does not apply unless the valid SECTION IV - BUSINESS AUTO CONDI- written contract has been: TIONS, A. Loss Conditions, 5. Transfer of 1. Executed prior to the accident causing Rights of Recovery Against Others to Us is "bodily injury'or"property damage'; and amended by the addition of the following: 2. Is still in force at the time of the "accident" We waive any right of recovery we may have causing "bodily injury" or "property dam- against any person or organization because of age". payments we make for "bodily injury" or "property damage" arising out of the operation D. Employee Hired Auto of a covered "auto" when you have assumed 1. Changes in Liability Coverage liability for such "bodily injury" or "property damage" under an "insured contract", provid- The following is added to the SECTION II ed the"bodily injury"or"property damage" oc- - LIABILITY COVERAGE, A. Coverage, curs subsequent to the execution or the "in- 1.Who is an Insured: sured contract". An "employee" of yours is an "insured" B. Noncontributory Insurance while operating an "auto" hired or rented SECTION IV - BUSINESS AUTO CONDI- under a contract or agreement in that TIONS, B. General Conditions, 5. Other In- while perfor name,duties s your t permission, the while performing duties related to th surance c. is deleted in its entirety and re- conduct of your business. placed by the following: c. Regardless of the provisions of Par 2. Changes in General Conditions agraph a. above, this Coverage SECTION IV - BUSINESS AUTO CON- Form's Liability Coverage is primary DITIONS, B. General Conditions, 5. and we will not seek contribution Other Insurance is deleted in its entirety from any other insurance for any lia- and replaced by the following: bility assumed under an "insured contract" that requires liability to be b. For Hired Auto Physical Damage assumed on a primary noncontributo- Coverage the following are deemed ry basis. to be covered "autos"you own: C. Additional Insured by Contract (1) Any covered "auto" you lease, hire, rent or borrow;and SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who is an Insured is amended (2) Any covered "auto" hired or to include as an insured any person or organi rented by your"employee"under zation for whom you have agreed in a valid a contract in that individual "em- written contract to provide insurance as of ployee's" name, with your per forded by this policy. mission, while performing duties related to the conduct of your This provision is limited to the scope of the business. valid written contract. Includes copyrighted material of ISO AA 288 FL 06 20 Properties, Inc., with its permission. Page 1 of 4 118 However, any "auto" that is leased, a. Is effective on the date of acquisition hired, rented or borrowed with a driver or formation, and is afforded for 180 is not a covered"auto". days after such date; E. Audio, Visual and Data Electronic Equip- b. Does not apply to "bodily injury" or ment "property damage" resulting from an SECTION III - PHYSICAL DAMAGE COV- "accident" that occurred before you acquired or formed the organization; ERAGE, C. Limit of Insurance is amended by adding the following: c. Does not apply to any newly acquired or formed organization that is a joint 4. The most we will pay for all "loss" to au- venture or partnership;and dio, visual or data electronic equipment and any accessories used with this d. Does not apply to an insured under equipment as a result of any one "acci- any other automobile liability policy or dent"is the lesser of would be an insured under such a policy but for the termination of such a. The actual cash value of the dam- policy or the exhaustion of such poli- aged or stolen property as of the time cy's limits of insurance. of the"accident"; b. The cost of repairing or replacing the 3. Any of your "employees" while using a covered "auto" in your business or your damaged or stolen property with oth- personal affairs, provided you do not own, er property of like kind and quality; or hire or borrow that"auto". c. $2,500. G. Liability Coverage Extensions - Supple- Provided the equipment,at the time of the mentary Payments-Higher Limits "loss"is: SECTION II - LIABILITY COVERAGE, A. a. Permanently installed in or upon the Coverage,2. Coverage Extensions, a. Sup- covered "auto" in a housing, opening plementary Payments is amended by: or other location that is not normally 1. Replacing the $2,000 Limit of Insurance used by the "auto" manufacturer for for bail bonds with $4,000 in(2); and the installation of such equipment; b. Removable from a permanently in- 2. Replacing the $250 Limit of Insurance for reasonable expenses with$500 in (4). stalled housing unit as described in Paragraph 2.a.above; or H. Hired Auto-Physical Damage c. An integral part of such equipment. If hired "autos"are covered"autos"for Liability F. Who is an Insured -Amended Coverage, then Comprehensive and Collision Physical Damage Coverages as provided un- SECTION II - LIABILITY COVERAGE, A. der SECTION III - PHYSICAL DAMAGE Coverage, 1.Who is an Insured is amended COVERAGE of this Coverage Part are ex by adding the following: tended to "autos" you hire, subject to the fol- lowing: The following are"insureds": 1. The most we will pay for "loss" to any 1. Any subsidiary which is a legally incorpo- hired "auto" is $50,000 or the actual cash rated entity of which you own a financial value or cost to repair or replace, which- interest of more than 50% of the voting ever is the least, minus a deductible. stock on the effective date of this cover- age form. 2. The deductible will be equal to the largest deductible applicable to any owned "auto" However, the insurance afforded by this for that coverage, or$1,000,whichever is provision does not apply to any subsidiary less. that is an "insured" under any other au- tomobile liability policy or would be an "in- 3. Hired Auto - Physical Damage coverage sured" under such policy but for termina is excess over any other collectible insu tion of such policy or the exhaustion of ance. such policy's limits of insurance. 4. Subject to the above limit,deductible, and 2. Any organization that is newly acquired or excess provisions we will provide cover formed by you and over which you main- age equal to the broadest coverage appli tain majority ownership. The insurance cable to any covered "auto" you own in provided by this provision: sured under this policy. Includes copyrighted material of ISO AA 288 FL 06 20 Properties, Inc., with its permission. Page 2 of 4 118 Coverage includes loss of use of that hired au- K. Airbag Coverage to, provided it results from an "accident" for which you are legally liable and as a result of SECTION III - PHYSICAL DAMAGE COV- which a monetary loss is sustained by the ERAGE, B. Exclusions, 3.a. is amended by leasing or rental concern. The most we will adding the following: pay for any one"accident"is$3,000. However, the mechanical and electrical If a limit for Hired Auto - Physical Damage is breakdown portion of this exclusion does not shown in the Schedule, then that limit replac- apply to the accidental discharge of an airbag. es, and is not added to, the $50,000 limit indi- This coverage for airbags is excess over any cated above and the deductibles shown in the other collectible insurance or warranty. Schedule are applicable. L. Loan or Lease Gap Coverage Rental Reimbursement 1. SECTION III - PHYSICAL DAMAGE SECTION III - PHYSICAL DAMAGE COV- COVERAGE, C. Limit of Insurance is ERAGE is amended by adding the following: deleted in its entirety and replaced by the following, but only for private passenger 1. We will pay for rental reimbursement ex- type"autos"with an original loan or lease, penses incurred by you for the rental of and only in the event of a "total loss" to an "auto" because of a "loss"to a covered such a private passenger type"auto": "auto". Payment applies in addition to the otherwise applicable amount of each coy- a. The most we will pay for"loss" in any erage you have on a covered "auto". No one"accident"is the greater of: deductible applies to this coverage. (1) The amount due under the terms 2. We will pay only for those expenses in- of the lease or loan to which curred during the policy period beginning your covered private passenger 24 hours after the "loss" and ending, re- type"auto"is subject, but will not gardless of the policy's expiration, with include: the lesser of the following number of (a) Overdue lease or loan pay- days: ments; a. The number of days reasonably re- (b) Financial penalties imposed quired to repair the covered "auto". If under the lease due to high "loss" is caused by theft,this number mileage, excessive use or of days is added to the number of abnormal wear and tear; days it takes to locate the covered "auto"and return it to you; or (c) Security deposits not re- b. 30 days. funded by the lessor; 3. Our payment is limited to the lesser of the (d) Costs for extended warran- ties, Credit Life Insurance, Health, Accident or Disabil- a. Necessary and actual expenses in- with Insurance purchased curred; or with the loan or lease; and b. $50 per day. (e) Carry-over balances from previous loans or leases, or 4. This coverage does not apply while there are spare or reserve "autos" available to (2) Actual cash value of the stolen you for your operations. or damaged property. 5. We will pay under this coverage only that b. An adjustment for depreciation and amount of your rental reimbursement ex- physical condition will be made in de penses which is not already provided for termining actual cash value at the under SECTION III - PHYSICAL DAM- time of"loss". AGE COVERAGE, A Coverage, 4. 2. SECTION V - DEFINITIONS is amended Coverage Extensions. by adding the following, but only for the J. Transportation Expense-Higher Limits purposes of this Loan or Lease Gap Coverage: SECTION III - PHYSICAL DAMAGE COV- ERAGE, A. Coverage, 4. Coverage Exten- "Tara) Imo" means a "loss" in which the sions is amended by replacing $20 per day cost of repairs plus the salvage value ex with $50 per day, and $600 maximum with ceeds the actual cash value. $1,500 maximum in Extension a. Transpor- tation Expenses. Includes copyrighted material of ISO AA288 FL 06 20 Properties, Inc., with its permission. Page 3 of 4 1 1 B M. Duties in the Event of an Accident, Claim, age under this Coverage Form because of Suit or Loss-Amended such failure. SECTION IV - BUSINESS AUTO CONDI- O. Mental Anguish Resulting from Bodily Inju- TIONS,A. Loss Conditions, 2. Duties in the ry Event of Accident,Claim,Suit or Loss, a.is SECTION V - DEFINITIONS, C. "Bodily by adding the following: inju- ry" is deleted in its entirety and replaced by This condition applies only when the "acci- the following: dent"or"loss"is known to: "Bodily injury" means bodily injury,sickness or 1. You,if you are an individual; disease sustained by a person, including men- tal anguish and death sustained by the same 2. A partner, if you are a partnership; person that results from such bodily injury, 3. An executive officer or insurance manag sickness or disease. "Bodily injury" does not er,if you are a corporation; or include mental anguish or death that does not result from bodily injury, sickness or disease. 4. A member or manager, if you are a lim- ited liability company. P. Coverage for Certain Operations in Con- nection with Railroads N. Unintentional Failure to Disclose Hazards With respect to the use of a covered "auto" in SECTION IV - BUSINESS AUTO CONDI- operations for or affecting a railroad: TIONS, B. General Conditions, 2. Conceal- ment, Misrepresentation or Fraud is 1• SECTION V - DEFINITIONS, H. "Insured amended by adding the following: contrail", 1.c. is deleted in its entirety and replaced by the following: However, if you unintentionally fail to disclose any hazards existing on the effective date of c. An easement or license agreement; this Coverage Form, we will not deny cover- 2. SECTION V - DEFINITIONS, H. "Insured contrail",2.a. is deleted. Includes copyrighted material of ISO AA 288 FL 06 20 Properties, Inc., with its permission. Page 4 of 4