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2015-173
ORDINANCE NO. 2015-173 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES RELATED.TO THE DEVELOPMENT OF A COMPREHENSIVE MASTER PLAN FOR THE CITY OF DENTON MUNICIPAL SOLID WASTE LANDFILL FACILITY; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5837- AWARDED TO APPLIED ECOLOGICAL SERVICES IN THE NOT -TO- EXCEED AMOUNT OF $110,000). WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service contract with Applied Ecological Services to provide professional consulting services to develop a long range comprehensive Master Plan for the City of Denton Municipal Solid Waste Facility, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5837, to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the , day of.m;415. w 1 C11�. 1S »�*X l� I' "S. �vl�" Y0.�. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY.� ..._.m.,,m. A111'R 1 I) AST'( LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: . STATE OF TEXAS COUNTY OF DENTON PROFESSIONAL uS,ERVICE,S, AGREEMENT FOR CONTRIBUTION TO MASTER PLAN FOR SOLID WASTE [File No. 5837] THIS AGREEMENT is made and entered into on vSl(� by and between the City of Denton, Texas, a Texas municipal co ration, wit its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and APPLIED ECOLOGICAL SERVICES, with its corporate office at 17921 W. SMITH ROAD, BRODHEAD, WI 53520, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, consulting services for contributing to the master planning of the Denton MSW landfill. ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. To perform all those services set forth in CONSULTANT's "Master Planning for the Denton MSW Landfill Facility- Proposal 15- 0145," dated March 9, 2015 which proposal is attached hereto and made a part hereof as Exhibit "A" as if written word for word herein. B. If there is any conflict between the terms of this Agreement and the Exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits. ARTICLE III PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon issue of a purchase order or notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee. ARTICLE IV COMPENSATION A. COMPENSATION TERMS:. 1. "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services in the nature of this agreement. 2. "Direct Non -Labor Expense" is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail shown in Exhibit "A" which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non -labor expenses not -to- exceed $110,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization Page 2 from the OWNER. The CONSULTANT shall not proceed to perform additional services, outside the scope of work listed in Exhibit A, without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit "B." Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1 %) per month from the said thirtieth (30th) day, and, in addition, the CONSULTANT may, after giving seven (7) days' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1 %) set forth herein if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article IV, "Compensation." ARTICLE V OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VI OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. Page 3 ARTICLE VII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE VII INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. Page 4 E. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The General Liability and Auto Liability insurance policies shall name the OWNER as an additional insured. CONSULTANT shall endeavor to provide OWNER with any cancellation or modification to its insurance policies. ARTICLE X ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving one party's disagreement, may include the other party to the disagreement without the other's approval. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non - performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article IV "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, Page 5 subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: To CONSULTANT: Applied Ecological Sep rocs Attn:,- PO Box 256 Brodhead, WI 53520 To OWNER: City of Denton George C. Campbell, City Manager 215 East McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement, consisting of seventeen (17) pages and two (2) exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. Page 6 ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. Page 7 ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A — Proposal: Master Planning for the Denton MSW Landfill Facility Exhibit B — Standard Hourly Rates B. The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER'S sole discretion, grounds for termination thereof. Each of the terms "books ", "records ", "documents" and "other evidence ", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F, The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any Page 8 other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its dLdy atithorized City Manager, and CONSUI-TANThas CXMIted this Agreement through its (Idly authorized Lindersigned oflicer on this the (Jay of CITY OF DENTON, TEXAS . .......... GEOR61' C." CAMP ELL, TY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: �)o APPR F ' LEGAL FORM: ( .,, 7DA'S 0 ANITA BURGESS, CITY ATTORNEY . . . . .. .. ... . . ... .. . . ... . ...... .. .. . .... . . ........... BY: WITNESS: APPLIED ["WrO6,34CAL SERVICES OR IZED"'SM NATURE, TITLE Page 9 CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self - insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self - insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: • Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. • That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this Page 10 insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. • Should any of the required insurance be provided under a claims -made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. Page 11 SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. 0 Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned, hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside /outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Page 13 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate ")-A copy of a certificate of insurance, a certificate of authority to self - insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's /person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ( "subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food /beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and Page 14 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and Page 15 7) contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self - insured, with the commission's Division of Self - Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Page 16 CONFLICT OF INTERESTmm .. T QUESTIONNAIRE -FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationship as defined by Section 176.001(1 -a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. -------- S . QC- 1 ho Q 2 �➢Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an tipdated completed questionnaire with the appropriate filing authority not later than the 7h business day after the date the originally filed t a,uesd onnta'ire becomes incor !stc ttucurtmte. 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? Yes EJ No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes EJ— No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Yes No D. Describe each affiliation or business relationship. 4'h-�"','uo' I t of l;fatert f _.w ...... ... . ...................................................................... .......................... ._.................................. 5 r •......... .......w _... _ . . L....,, rrure of person doing business with the governmental entity Date EXHIBIT *I A Is P I AED EC01.0GICAL SERVICES SPECIAUSYS PN ECOLOGICAL SCIENCE, RESTORATION, MANAGEMEM; AND RE,sjApq,,,#•g 17921 W SMIMI IROAD w PCP B(IM 256 - BRODHEAD, WN 53520 - (608) 897-8641 W= Applied Ecological Services is Pleased to submit a sco?_�%Fm��—_wj_ ")igie fir for contributing to the master planning of the Denton MSW landfill. We understand the MSW landfill may have operations in perpetuity and that the Denton MSW landfill management is interested in being an excellent steward of its waste and land resources. ,Y e understand the facility is proposed as a "perpetual MSW landfill" which will have landfffl mining conducted in areas that are chemically, biologically, and physically stable, and that these will then be used for future disposal, We also took forward to working with the lead engineering consultant, CP&Y, and the legal consultant firm, Lloyd Gosselink. B. We further understand that the MSW landfill has the appropriate zoning but attempt will be to get a specific-use pertnit for the expansion of the MSW landfill acquired since the 1970s, with some recent purchases. One recommendation to explore would be to designate more is as buffer, perhaps to a width • 125 feet as a transition zone between waste and neighboring properties. Transition zones would undoubtedly be variable in width. CIW_VPaI_?N -A and will be mitigated at a mitigation bank. Out proposed process would contribute to the highly esteemed relationship between the state regulators and MSW landfill operations. The process would consider the creek and its riparian corridor, -jjeenbelt and wildlife issues. and other environmental and natural at*A� and complement the site (or facility) master plan. www.appliedecco.com Overall, this master plan will gLiide the Denton Solid Waste and Recycling Services staff in being qlcellent stewards of the land resoLm-e. Onr proposal envisions a two step process: Potential Guiding Principles for Site Perpetual Operations Potential Co unity - Oriented Principles 150145:030915 2 Mastet Planning-Denton MS W Facility 10. Ensure cconomic viability of operations and contribute to local. employrnent 11. Cradle to cradle re-use of resources to rninirnize or climinate "wastefi.J." operations and uses of resources. 11 Treat and honor water as a Precious resource SCOPE of WORK STEP 1) An internal Denton Solid Waste and Recycling Service staff/AES team process to evaluate options, schedules, and budgets for Site Perpetual Operations Task 1. Pre- work Meeting and Review of Information This meeting will initiate the project. AES will meet with Denton MSW landfill staff for the following purposes: Work Product: Summary memorandum of what we learn from reviel Schedule: Completed within 30 days of authorization to proceed Cost Estimate: $3,500 Task 2. Site Tour and Natural Resources Inventory and Inventory of Other Features 150145:030915 3 Master Planning—Denton IV SW Facility pollinator and honey bee projects underway by the MSW landfill facilities. AES will provide additional information that may be useful to these programs. We have included an alternate subtask, shooting 6" on-the-ground pixel size multispectral aerial photography for the 1500 acre project site, This imagery can be shot immediately upon authorization of this proposal so that new imagery is available for conducting Task 2. We will need on-the-ground control points and previous LIDAR topographic mapping, which will be used during the processing of this imagery to ensure engineering ground control registration requirements are achieved. Work Product: Summary letter reports and mapping of natural resources inventory Schedule: Completed within 60 days of authorization to proceed Cost Estimate: $13,500 Alternative Additional Cost for Shooting 6" multispectral aerial imagery: $8,000 Task 3. Development of Optional (Internal) Perpetual Operations Plan Concepts The goal of this task will be to collaboratively prepare several optional conceptual perpetual operations plans for the MSW landfill that may include: a) a regulatory driven perpetual operations plan, b) a conservation perpetual operations plan to create a "conservation park, and C) an active-use perpetual operations plan that allows for trails and other beneficial re -uses of the property. We understand the City is proposing the facility with a "Perpetual MSW landfill" component which will have MSW landfill mining conducted in areas that are chemically, biologically, and physically stable, which will then be used for future disposal. At this time, we envision that the areas around the MSW landfill waste footprint will have a variety of buildings and surface operations located in the buffer/ transition areas to the property boundaries (e.gm, MRF, biodiesel production plant, ethanol production plant, food and drink industry recycling services, native plant areas, bee conservation areas, community garden, warehouses, offices, grease and grit trap treatment plant, fire station, city fleet fueling station, city fleet vehicle wash facility, HHW regional processing facility, electrical utility substation, wastewater treatment plant, university training and research facility (UTA — Center of Excellence), compost and mulch processing and sales operation, possible tree farm, communication tower, natural gas utility underground storage of natural gas (salt dome storage), etc. Work Product: Summary letter reports and mapping of alternative optional concept plans Schedule- Completed within 75 days of authorization to proceed Cost Estimate: $18,500 (NOTE: this may be adjusted based MSW Facility Pernat and .Amendment Consultant work product and his Field Study) Task 4. Creation of Preliminary Budget Estimates for the Optional Concept Plans 13uring this task, DES will create a preliminary budget estimate for each draft conceptual plans created in "rask 3. The budget will break out key cost categories (e.g., grading, topsoiling, infrastructure changes, trails, plantings, 0& M, etc.) for each of the optional conceptual. plans in a standard way so that each conceptual plan can be understood and compared. Because it is often difficult to estimate costs far out into the future, will work with you to create a clear record of assumptions around the costing, and develop a contingency estimate designed to encorripass the uncertainty for each line item in the conceptual budgets. Work Product: Budget estimates aligned with each of the alternative optional concept plans Schedule: Completed within 75 days of authorization to proceed Cost Estimate: $3,500 Task 5. Internal Review Team Meeting This meeting will provide the Denton MSW landfill staff and perhaps others (if invited by MSW landfill staff) with an introduction to each conceptual site perpetual operations plan, and their respective budgets. The meeting is focused on soliciting creative feedback and new ideas, identifying clarificatioris needed, and identifying outstanding issues or needs to consider incorporating into the optional conceptual designs, Work Product. Meeting minutes record Schedule: Completed within 90 days of authorization to proceed Cost Estimate. $4,500 150145.030915 5 Master Planning-Denton MSW Facility. AES will respond to MSW landfill staff feedback from the review of the concept plans, and suggestions made during the internal team meeting, and will revise both the conceptual plans and budgets during this task. or Product: Summary of revisions and refined altermative optional concept plans Schedule: Completed within 110 days of authorization t® proceed Cost Estimate: $8,500 Work Product: Succinct summary document, including summary of regulatory issues, long term vision, and other critical issues. Schedule: Completed within 120 days of authorization to proceed Cost Estimate. $2,500 1111111��,�j III 111111111 1," 1111� # The following is an' outline of what are often the typical tasks addressed during this Step 2 process. We look forward to talking further with Denton MSW landfill staff before finalizing the draft of this Step 2 process. M Task 8. Summarize the Factual Information about the MSW Landfill Facility in a Succinct 1- 2 Page Document 150145:030915 6 Master Planning—Dcriton MSW Facility Work Product- Summary of factual information for each alternative optional concept plans Schedule: TIED Cost Estimate. $3,800 Task 9. Creation of a Non-Binding Process to Show the Public How the Denton Staff/AES Tear Responded to Stakeholder Input from the Participatory Design Process Often, a subcommittee including external stakeholders may be invited to participate in follow-up meetings if there is value in their ongoing participation, The value is often to lend credibility that public viewpoints were taken into account in the perpetual operations planning. Also, by having one or more follow-up meetings, this can save the cost of regulatory feedback if the perpetual operations plans must be released by a. regulatory agency for public comments. Work Product: Summary of ideas and input from meetings Schedule: TBD Cost Estimate: $15,400 Task 10. Develop a Final Conceptual Design After a general external stakeholders participatory process, we have often created a "by-invitation" design charrette (with staff, community members, Audubon, regulators and others), as suggested by Denton MSW landfill staff to attend. This process will create the goals of each party, integrate the regulatory permit requirements, and will begin a process of integrating community/Audubon and other NGO aspirations, and those of the neighboring community. Work Product: Design charrette surnmary of ideas for final concept plan Schedule® TBD Cost Estimate: $6,300 150145:030915 7 Master Planning—Denton MS W Facility Task 11. Denton Solid Waste and Recycling Services Staff /AES Team Refinement of Draft Plan AES would work. with your tearn to refine the draft plan during this task. We would then work with you to present the plans to get any final cornments on the plan, so that they are considered and integrated into the plan, or Product: Design charrette summary of ideas for final concept plan Schedule: TBD. Cost Estimate: $5,500 A.[ -,,S will create the final plan, incorporating the input frorn internal. staff and outside stakeholdcrs., The plan will include final drawings, and expository documentation. Schedule: TBD Cost Estimate: $4,500 1 12 1 to 410, 1 AES proposes to work with your staff, your legal teana, to organize for and present the concept plan to regulatory agencies, '1 his presentation might be frarned as a pre -application meeting, or an information meeting, or both. Work Product: Summary memorandum of meeting minutes Schedule: TBD Cost Estimate: TBD 11 1 6 11 , i'' � Jill 11,11 AES understands that the City of Denton with written authorization can request AES to do additional work in support of this scope of work. This work would be undertaken with a written scope and budget following the AES attached rate schedule. 150145:030915 8 Master Planning_.Denton. MSW Facility SUMMARY of ESTIMATED BUDGET Task Task Description Estimated . . ......... ..................... . . .......... --111 ------ -- BU4Et . . . . ...... . ....... . Pre-wor . M� et in & Review of Information . . . ............. . . ................... -,is- 11111151111-i Ig -, � - I'll, 11 I'll -- $3,500 ....... ... . — . ................ . . .. F ask 2 of 0 ther Site Tout & Natural Resources Inventory Features $13,500 Alternate Shooting 6" multispectral aerial photography for the 1500 acre project area. Additional $8,000 Cost fask3. . ,"DevelopmentofO tiorial (Internal) Pernetual,0perations Plan Concepts $18,500 Task 4 — .................... ...... ............. Creation of Preliminary Bud et Estimates For the Optional Concept Plans I . . ................... . . . .... . ..... ... . . .... ... . . ........ . $3,500 I'ask 5 ..11111111111111 . . . .............. Internal Review Tearn Meeting, w. $4,500 Task 6 RefznerrsSnt of 9ptional Conceptual 13 qpetual.qperati9iis Plans &B 1, t $8,500 Task 7 er ti ri a SO tions Framework Document Creation of Pei t aj2p. p xk��R $2,500 "ZI . ............. 1111 as 8 ... ..0. . . . . .... ... ..... . ...................... 1-- 1-1 _-- --- --------- ........... . .......................1111... Summarize the Factual Information about the MSW landfill in a Succinct $3,800 ..................... 1-211, ument Task 9 . . . . ... . Creation of a Non-Binding Process to Show the Public flow the Denton ................. . . . . . Staff/AES Team Responded to Stakeholder Input from the Participatory $15,400 Fisk 10 ... ..... . ...... ....... . . Develop F . nal,Co e tu Design -- - -------- -pAi _ . . . ........ Inc-P al _"_ ................ . . . . ........... . ........... . . ................ -1 . . .......... . $6,300 Task 11 Denton MSW landfill Staff/AES Team Refinement of Draft Plan $5,500 ask 12 .......... Create Finalized Draft Plan . ......... $4,500 Task 13 Denton Staff/AESTeam Regulatory Mcetings to Affirm Plan Alignment ToD . . ........... xqRegul,a,to_ry Re ' - -1 .......... _q�mS ts_111111 . . . .. . . . .... Task 14 Public Announcement, Public Relations Plan TBD Task 15 . . ............................. -------------- . . ...... - .......... --- . ...... Additional Task to be authorized (See AES Rate Schedule) TBD - - - - - ---------- . . . . . . ...... . ........................... . . . . . . TOTAL ESTIMATED PgQJE��P:PPGET] . . . .......... - 0 I ATTACHMENTS: AES RESUMES/KEY STAFF AES CONSULTING CONTRACT FORM AES FEE/RATE SCHEDULE AESTERMS & CONDITIONS 150145:030915 9 Master Plannin&_jDenton MSW Facility APP11 -lE D E: (."'() 11...OG IC.AII_ SFll `gyp of III I ( �dooi(,fl ')r it=m (, E�� ^,PuraCirui�, Momi q(:men( m d h Steven 1 pfel b a =, `y('I'iICa1' Fr:olC)4"J I`,l, Fm.11Vdreal °, Bl(mP`r (" J'I'ilYl "I "irk4 "1 +w ww.appp1edecao,worn S(JIMIlMARYOF IEXF::$EIR :lEp'4CIE Steven Apfelbaum has conducted ecological research, designed award - winning projects, successfully navigated regulatory programs, and contributed his unique creative scientific expertise and enthusiasm to over 7,000 projects throughout North America and beyond. He is one of the leading ecological consultants in the U.S., providing technical restoration advice and win -win solutions where ecological and land- development conflicts arise. Mr. Apfelbaum has authored hundreds of technical studies, peer- reviewed technical papers, books, reports, ecological restoration plans, and regulatory monitoring and compliance reports. Mr. Apfelbaum's book, Nature's Second Chance (Beacon Press), won accolades from the New York Times, and was listed as one of the "Top 10 Environmental Books of 2009." Restoring Ecological Health to Your Land (Island Press), Apfelbaum's most recent book (coauthored with Alan Haney and part of a three - volume series), has won praise as the first comprehensive 'how -to' restoration books for landowners. Mr. Apfelbaum promotes using ecological and conservation design principles in developments, industrial projects and parks that help clients save money while increasing ecological functionality, improving public perception and generating award - winning outcomes. Mr. Apfelbaum is also a much sought after speaker at educational events focusing on ecological restoration, ecosystem assessment, alternative stormwater management and conservation development. SELECT PROJECT EXPERIENCE Vernon County Landfill Leachate Treatment Wetland. Viroqua, WI Seneca Meadows Landfill Wetland Mitigation. Waterloo, NY La Crosse County Landfill Master Plan. La Crosse, WI Albany Pine Bush Landfill. Albany, NY Mallard Ridge Landfill. Delevan, WI Omaha Landfill and Asarco Lead Refinery Closure. Omaha, NE Flambeau Mine Reclamation. Ladysmith, WI Kankakee Sands Ecological Restoration. 7,200 -acre restoration. Newton County, IN Freshkills Landfill Final Closure and Restoration Planning. Staten Island, NY Bordentown Brownfield Redevelopment and Tidal Floodplain Restoration Planning. Bordentown, NJ Menomonee River Valley Brownfield Redevelopment. Milwaukee, WI Jackson County Iron Mine Reclamation. Black River Falls, WI Kansas City Natural Resource Inventory and Conservation Plan. Covered 3,000- square -mile, 7- county metropolitan area. Kansas City, MO Noisette Preserve. 3,000 -acre coastal reserve restoration and city center redevelopment design. North Charleston, SC A I IG D I.G 0100 1 C 6,I S RV CJ :S www,af:p1 ed( : :uro.coni SUMMARY DF i'°': IPERIE.N CE Ry Thompson is an AES Ecologist and Project Manager with fifteen years of professional experience. Thompson has managed and led projects in field ecology, watershed assessment, watershed planning, ecological restoration and renewable energy. He has experience with ecological consulting firms, non - profit organizations and local and regional government agencies in the Pacific Northwest and upper Midwest. Thompson is currently managing numerous projects and functioning as an ecologist on a variety of AES projects, including vegetation and wildlife surveys, wetland delineations, wetland restoration and mitigation banks, soil investigations, stream habitat assessment and restoration projects, land management and master planning and habitat restoration projects. S.: II Ec.'1r PR OJIG:m I.: PER @Imm &. E Johnson Creek Conservation Plan: Phase I Restoration. Arlington, TX Petrifying Springs Park Natural Resources Inventory, Erosion Assessment and Conceptual Restoration Plan. Kenosha County, WI Stream Habitat Assessment and Mapping Projects. Western /eastern OR & WA Developing a Large -Scale Agricultural Soil Carbon Transaction in the Palouse Region for the U.S. Department of Agriculture Natural Resources Conservation Service. WA, ID & OR Wetland Water Cooling Partnership: The Use of Constructed Wetlands to Enhance Thermoelectric Power Plant Cooling and Mitigate the Demand of Surface Water Use for the U.S. Department of Energy and Progress Energy Service Company, LLC. Bartow, FL Wildlife Habitat Management Plan and Long -term Care Plan at Shullsburg Mine. Shullsburg, WI Soil Carbon and Native Prairie Biomass Investigations In Cajun Prairie Sites. LA Soil Carbon Study on Reclalmed Mine Lands. Cumberland, OH Wildlife Habitat Management Plan at Badger Mining Corporation, Taylor Plant. Jackson & Trempealeau counties, WI Faunal Surveys at Seneca Meadows Landfill. Waterloo, NY Faunal Surveys at Shullsburg Mine. Shullsburg, WI Avlfaunal Surveys at Potential Wind Farm Sites. MN & IA Breeding Bird, Herpetological and Vegetation Surveys at Wetlands along Green Bay. WI VDINi f (L C lf[ 0(,EdC�f, `.rl.F'W(( Ell E�If� C:Id'xilEV "`; [f7 C (wl��7t "jf6 ,rl `���P(`IlL C`, �tC r147{'c�i[C} � �{a'rllc{CJf('Yll(rlri Eef74Y I';E`5E�'�il� i7 l:l'ulndi[41 III coIkjg vvw aII_iI:)h du^co.xa: n (.,mul M�� FRY Giii Dr. John Larson has over 23 years of professional experience in ecological restoration and management planning and design, as well as in wetland delineations. His work not only addresses the flood control aspects of stormwater management, but also water quality enhancement and groundwater recharge benefits not normally possible with conventional designs. Dr. Larson's experience includes floristic analysis, land cover type mapping, threatened and endangered species investigations and ecological design. He applies this experience to restoration design, natural resource inventories, wetland determinations, wetland mitigation, wetland permitting and design of detention /retention /infiltration systems for stormwater management and treatment. SELECT PROJECT EXPERIENCE Vernon County Landfill Leachate Treatment Wetland Design & Master Plan. Assisted in design of nitrification and denitrification bio- treatment cells to demonstrate the value of constructed wetland systems for on -site leachate treatment. Viroqua, WI Seneca Meadows Landfill Wetland Mitigation & Restoration. Co- investigator of 71 -acre proposed wetland Impact for Seneca Meadows Inc. Landfill. Assisted in design of 800+ acre ($5 million dollar) wetland mitigation plan to compensate for wetland impacts In upper New York State Continues to provides annual monitoring. Waterloo, NY First Energy Little Blue Run Dam Impoundment Closure. Site assessment & re -use plan. Shippingport, PA High Acres Landfill. Principal AES Investigator for a USACE Permit modification for the landfill. Rochester, NY Mill Seat Landfill Expansion. Principal AES Investigator for Natural Resources Inventory and 404 Permitting for landfill expansion project. Rega, NY La Crosse County Landfill. Co- investigator of a Natural Resource, Turf Management and End -Use Plan for the La Crosse County Landfill prepared for SEH. WI Mallard Ridge. Lead ecologist in review of existing conditions and development of long -term restoration and management plan for Mallard Ridge Landfill Properties, to assist in a landfill expansion. Delavan, WI 250+ Wetland Delineations (1991- Present). Lead ecologist in over 250 wetland delineation projects throughout the U.S. Annual Mitigation Monitoring Reports (1991- Present). Has prepared hundreds of annual monitoring reports for wetland mitigation projects throughout the U.S., including sites in the Chicago area. Wetland Restoration /Mitigation Design and Permitting (1991- Present). Lead or assisted in design, permitting and monitoring for wetland restoration /mitigation projects throughout the U.S. A R i li'- Il00,4.T. 1.1 These Terms and Conditions apply to the attached agreement and any subsequent agreements or changes to existing agreements for services between Applied Ecological Services, Inc. (hereafter AES) and the Client as defined in the agreement. Together these documents and any attachments constitute the Agreement. 1.2 The Agreement is valid for the period stated in the Agreement. Upon expiration of that period, AES has the right to amend the basis of payment and to adjust the time of performance to reflect the delay and to conform to current workloads. 2.1 Standard of Care: AES will perform the Services in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. 2.2 Safety: AES is responsible for the safety of its own employees. This provision does not relieve Client or any of its officers, directors, employees, agents, vendors, or contractors from their responsibility for maintaining a safe work site. Neither the professional services of the Client, nor the presence of the Client's employees or subcontractors will imply that AES has any responsibility for any activities on site performed by personnel other than AES's employees or subcontractors. 2.3 Responsibility for Uncompleted Services: If any of the Services are eliminated, or if AES is not retained to perform subsequent phases, AES's responsibility will extend only to the Services it completes. 2.4 Reliance on Information: In performing these services, AES may review and interpret documents and other information provided to it by others, including the Client, the Client's contractors, government authorities, laboratories and other entities. Unless specifically addressed in Project Services authorized by Client, AES may rely upon this information without an independent evaluation of its accuracy or completeness, and shall not be responsible for any errors or omissions contained in such information. 3 TIME FOR PERFORMANCE 3.1 General: AES's Services will be performed according to the Schedule specified in the Agreement. 3.2 Effect of Delay: If the Services to be performed by AES are interrupted, disrupted, suspended, or delayed for any reason beyond the reasonable control of AES, the Schedule of work and the date for completion will be adjusted accordingly. AES will be compensated for all reasonable increased costs resulting from such interruption, disruption, suspension, or delay. 4 COMPENSATION 4.1 Method of Compensation: Compensation for services shall be as set forth in the Proposal 4.2 Taxes: All charges are net of any applicable taxes (except income and payroll taxes). Any additional costs due to applicable taxes will be reimbursed by Client. 5 PAYMENT 5.1 Time of Payment: Client agrees that time is of the essence as to payment of AES's invoices. t�ri f�drIf)fHO,'a' e4 u1,o]I�IT] 5.2 Invoicing: Unless otherwise specified in the Proposal, AES will submit monthly invoices or at the completion of the project to Client for the Services performed and the charges incurred in the preceding period. Invoices are due and payable thirty (30) calendar days after the invoice date. 5.3 Disputed Invoices: If Client objects to all or any portion of the invoice, Client shall notify AES in writing within ten (10) calendar days of the invoice date, identify the cause of the disagreement, and pay when due that portion of the invoice that is not in dispute. In the event that AES and Client cannot resolve the dispute regarding the invoiced amount within thirty (30) days after receipt by AES of the notice of disagreement by Client, the dispute will be subject to the Dispute Resolution provision of this Agreement. 5.4 Interest: Client will pay an additional charge of one and one -half (1.5) percent per month, or the maximum percentage allowed by law, whichever is lower, of the overdue amount for any payment received by AES more than thirty (30) calendar days from the date of the invoice, except any portion of the invoiced amount in dispute and resolved in favor of Client. 5.5 Suspension /Termination of Services for Non - Payment: If any invoice amount is not paid within thirty (30) calendar days after the date of the invoice, AES will have the right, after giving seven (7) days written notice, to suspend all Services on the Project until all accounts (including charges and accrued interest) have been paid. If any overdue amount is not paid within forty -five (45) calendar days after the date of the invoice, AES will have the right to terminate this Agreement. Any attorney fees, court costs, collection fees or other costs incurred in collecting any delinquent amounts will be paid by Client. CONFIDENTIALITY 6.1 Nondisclosure: For the purpose of this provision, confidential information will be proprietary business information or trade secrets designated in writing to be confidential, 6.1.2 AES and Client will maintain as confidential any confidential information provided by the other Party, as defined in 6.1. This provision shall not apply to information that (1) is already known to the recipient as shown by written records in its possession at the time such information is received; (2) is already part of the public domain at the time of disclosure, or subsequently becomes part of the public domain through no fault of the recipient; (3) becomes available to the recipient from a third party who is not under obligation to the recipient with respect thereto; or, (4) is independently developed by an employee or consultant of the recipient who had no knowledge of or access to the information. 6.1.3 Each party may disclose confidential information if the confidential information (1) is required to be disclosed by law, subpoena, order of a court or governmental regulatory agency, or other legal process provided that the disclosing Party gives the other Party reasonable notice and opportunity to challenge the requirement to disclose; (2) is disclosed to a Party's contractor, subcontractor, consultant, agent, or employee who has signed a nondisclosure agreement; (3) is disclosed to a third party who has signed a nondisclosure agreement, but only if both AES and Client agree to such disclosure; (4) is disclosed to avoid a risk of imminent harm to persons, property, or the environment; or (5) is disclosed to protect either Parry from criminal or civil liability under applicable law. 6.2 Use of Project Information: Client agrees that AES may use Client's name and a general description of the Project as a reference for other prospective clients, provided that no confidential information is disclosed. ww,wuppIr oed eca ,com OVMNHS HSI..OP CM DO( 11� 11' N l Y 7.1 Documents: All plans prepared by AES are instruments of service with respect to this Project, and AES shall retain an ownership and property interest in them (including the right of reuse at AES's discretion), whether or not this Project is completed. Client may make and retain copies of plans, whether in paper or electronic media form, for information and reference in connection with use, by Client or others, on the Project. .7.2 Copyright: AES shall retain all copyrights. Upon completion and satisfactory payment, the Client shall receive without further documentation, a perpetual and irrevocable license to use the drawings, concepts and other materials produced for the Client with proper citations showing AES as the author. 7.3 Use: Any documents generated by AES are for the exclusive use of Client, and any use by third parties or use beyond the intended purpose of the document, will be at the sole risk of Client, unless otherwise agreed upon by AES in writing. A� LCu:A 110 IN a1u R,ll,3K 8.1 Insurance: AES agrees to purchase and maintain at its own expense general liability insurance, professional liability insurance, and automobile liability insurance. Certificates of insurance will be provided to Client upon request in writing. AES agrees to purchase additional insurance as requested by the Client (presuming such insurance is available to AES) provided the premiums for such additional insurance are reimbursed by the Client. 8.2 Indemnification: Client and AES agree that each Party will be responsible for claims, suits, damages, and losses to the extent caused by their own negligence or willful misconduct. Client agrees to defend and hold harmless AES from claims, damages, suits, and losses by third parties, except to the extent caused by AES. Client releases AES from any claim for damages resulting from or arising out of any pre- existing environmental conditions at the site where the work is being performed. 8.3 Limitation of Liability: The Client agrees to limit AES, by its agents or employees, total liability to the CLIENT and to all Construction Contractors and Subcontractors on the Project, due to AES's professional negligent acts, errors, omissions, strict liability, breach of contract, or breach of warranty and for any and all injuries, claims, losses, expenses, damages, or claim expenses arising out of this Agreement from any cause or causes, such that the total aggregate liability of AES to those named shall not exceed the available limits of coverage as set forth in the terms and conditions of AES's liability insurance policies. tIli:R M 1 N IIIV0 IN 9.1 Termination: Either Party upon ten (10) days written notice may terminate this Agreement without cause. In the event of termination, all previous unpaid invoices submitted by AES will be due and payable. AES will also be paid, under the terms of the contract, for any and all work performed, and /or completed, and expenses incurred between the time period covered by the most recent invoice and the date of termination. Additionally, AES will be reimbursed on a time and expenses basis at AES's standard rates for all reasonable termination expenses including; the cost of completing analyses, records, and reports necessary to document job status at the time of termination; the cost to bring any site work to a safe and stable condition and reasonable costs associated with untimely demobilization and reassignment of personnel and equipment. " "'�"vVY aga1)11r "u � a x-O III 1 PO fHIIRD PAR II 10.1 Successors and Assignees: This Agreement will be binding on AES and Client, and their successors, trustees, legal representatives, and assigns. Neither Party may assign or transfer any rights, responsibilities, or interest in this Agreement without the written consent of the other Party and any attempt to do so without such consent will be void. 10.2 Subcontractors: Nothing in this section will prevent AES from employing subcontractors or consultants to assist in the performance of Services under this Agreement. 111 IDISP b1II N• ?1-N: ;() 1.1.1.1.10 N 11.1 Unless otherwise agreed in writing, AES shall continue the project and maintain the approved schedules during all dispute resolution proceedings. If AES continues to perform, the Owner shall continue to make payments in accordance with this Agreement. In the event that the Owner fails to make payments for undisputed work, provision 5.5 of this agreement will apply. 11.2 If a dispute arises out of or relates to this Agreement or its breach, the parties shall endeavor to settle the dispute first through direct discussion. If the dispute cannot be settled through direct discussions, the parties shall endeavor to resolve the dispute through the involvement of a neutral mediator. The Commercial Mediation Rules of the American Arbitration Association shall govern this process. The costs of any mediation proceeding shall be shared equally by the parties. 11.3 Both parties agree that upon receipt of a written description of the other party's grievance(s), the offending party will reply in writing with the intent to resolve the dispute. If either party fails to respond in a timely manner, the aggrieved party has the right to demand mediation. 12. INTEIRP RETATION 12.1 Severability: If any provision of this Agreement is determined to be void or unenforceable by a Court, all remaining provisions will continue to be valid and enforceable. The court will reform or replace any void or unenforceable provision with a valid and enforceable provision that comes as close as possible to expressing the intention of the void or unenforceable provision. 12.2 Governing Law: This Agreement will be governed by the laws of the State of Wisconsin. 11 COUNTERPARFS This Agreement may be executed concurrently in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by a party's signature transmitted by facsimile, and copies of this Agreement executed and delivered by means of facsimile signatures (whether faxed or scanned in a PDF format and transmitted by email via the internet) shall have the same force and effect as copies hereof executed and delivered with original signatures. The parties may rely upon such facsimile signatures as if such signatures were originals. A party executing and delivering this Agreement by facsimile signature by fax or email shall promptly thereafter deliver a counterpart signature page of this Agreement containing said party's original signature. ^W aplphedecoxorin EXHIBIT B Professional Title Rate Principal Ecologist. . . . .. . ........ „ „ „ . .... $150 — 250 / hour Principal Ecotoxicologist ...................... $170 — 200 / hour Principal Environmental Engineer ....... ,... , . „ , „ .. $130 —190 / hour Senior Communications Consultant .......... , ... , ... $170 / hour Senior Ecologist ................... . . . . . . , , ...... $110 —160 / hour Senior Engineer ........................ . . ..... . . . $130 — 180 / hour Senior Geologist ............................ . , ... $180 — 200 / hour Senior Hydrologist ...... . ... . ......... .... . . . .... „ $100 — 150 / hour Senior Landscape Arch itect/P Ian ner ....... . , , . „ , „ „ , „ , $130 — 200 / hour Landscape Architect ........ . . . . ...... „ . „ , . , „ $100 — 170 / hour Staff Cartographer /GIS Analyst, . ........ . . . „ . , , $80 —140 / hour Staff Ecologist ............. ....... „......... ..,,,$80- 140 /hour Staff Engineer ...................... „ . „ ...... „ , $110 —160 / hour Staff Biologist ..... ................ „,.., „.. „.,. „.. $100- 150 /hour Staff Ecological /Landscape Designer ..... , , , .. $75 —125 / hour Associate Ecologist ...................... . ....... $50 — 80 / hour Associate Ecological /Landscape Designer, n „ „ „ y m . , , . d $50 — 80 / hour CADD /GIS Draftperson ................... . $75 — 125 / hour Technical Assistant .................. $ 70-90 /hour Clerical ............... .............v,,....,..,,, „ „$60 — 75 /hour Other Services Construction Oversight . ..... . ...... . . . $80 — 120 / hour Technical Writing ....... „ .. n , , , . , , a , , . „ ... , $100 / hour Automated Data Compliance /Processing .. , . .... $35 / hour GPS System ........................ „ „ „ . .... $250 / day "'V �.o1)1)lit dr” ri t ,arm Expenses Rate Transportation mileage . u ....... n , . ..... $.601 mile Per Diem ......... , . , ........ .... . .. . ......... $50 / person / day GPS Equipment ....... $250 /day Computer Processing , ........... r . ... , .... ...... $35 / hour Corporate Plane Air Fare . n . , . . w ..... $2.85 / mile Additional Services Flight Services Lodging Supplies, maps, documents, data sets Analysis of soil and water samples Ecotoxicology samples Specialized equipment Document Services Reprographics Computer Plotting Copies and Printing CD or DVD Burning Scanning Cost plus 15% Cost plus 15 % • Time spent In providing testimony for legal proceedings will be billed at double the normal hourly rate. • All rates are subject to change. www,ap11- whedeco,a:oni AC"Ri CERTIFICATE OF LIABILITY INSURANCE DATE(MMI ° °""") 6/1/2015 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 M3 Insurance NAME: Eileen M I l le7 ., MAII. .. � _ LAIC'., No.i 6 0 8:.x. x! 7 3 .1,.7 2'.�_..... PO Box 8950 A +D N!�a E�� 6,08,- �� 273 �- (� Madison WI 53708 ADORESSr eiJe.(rt.mal.leu -tr"gr 3 ins. com City of Denton 215 East McKinney Street Den on TX 76201 AUTHORIZED REPRESENTATIVE 1 ..... ©1988 -2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD 25 (2009/09) INSURER(IS) AFFORDING COVERAGE NAIC # INSURED INSURER A: ADMIRAL INS CO 24856 Applied Ecological Services Inc 17921 West Smith Road INSURER B:Zurich American Insurance Co. 16,535 _ ... Brodhead WI 53520 -9355 INSURER C:American Guarantee & Liability 26247 INSURER D INSURER E : INSURER F COVERAGES CERTIFICATE NUMBER: 671417344 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 �ADDI. $IIBR,... ......... ...... LTR I TYPE OF INSURANCE l WVU POLICY NUMBER _ POLICY EFF POLICY EXP I ..... ! MMIDDIYYYY,)w,f MMIDDIYYYY LIMITS GENERAL LIABILITY C".SC 01.1.1.561. -00 3/1/20:1.5 3/1./201.6 EACH OCCURRENCE .$1,000,000 _COMMERCIAL GENERAL LIABILITY DAMAGE TO I'fCNTFD PREMISES(F1a..,ua- ralarer)ry $300,000 '= 1 CLAIMS -MADE [X „1 OCCUR MED EXP (Any one person) $10,,000 ,0 $ 00,000 GENERAL AGGREGATE $2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2,000,000 POI ICY [X I L 4 7 x I LOC $ R AUTOMOBILE LIABILITY i§k4P0111558 -00 ._.- - WWWW_.._............ 3/1/2025 `3/1/2016 COM BINED SINGLE LIMIT $1 000,000 (Ea accident) X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS ' BODILY INJURY (Per accident) $ SCHEDULEDAUTOS -- ...... PROPERTY DAMAGE $ HIRED AUTOS (Per accident) NON -OWNED AUTOS ........__ C �; UMBRELLA LIAB IX OCCUR dr�U10111.6�G2 00 ._............ 3/1/2015 3/:9./201.6 EACH OCCURRENCE $5,,000,000 EXCESS LIAB ( CLAIMS -MADE AGGREGATE $5,000,000 ......... o DEDUCTIBLE ......... $ X RETENTION $10,000 5 WORKERS COMPENSATION WC 0111572 -00 - 3 ,111.. /2011.!:1 3/1/201.6 X WC TATU_ OTH- TORY LIMITS FIR AND EMPLOYERS' LIABILITY YIN .. _ ANY PROPRIETOR /PARTNER /EXECUTIVE E L EACH ACCIDENT $500,000 OFFICER /MEMBER EXCLUDED9 N❑ NIA - -- -- (Mandatory In NH) E L. DISEASE - EA EMPLOYEE $500, 000 If yes, describe under DESCRIPTION OF OPERATIONS below E L DISEASE - POLICY LIMIT I $500,000 A Prof '1 / Pol.:1ution 1A.akr F I BCC-L3591. 02 12/1/2014 .X.2/1/207.5 II ICCr:Nk...... .5,000,000 Deduct. ib1.e 20,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more apace Is required) RE: Master Planning for the Denton MSW Landfill Facility. The City of Denton, its Officials, Agents, Employees and volunteers are included as additional insured with respect to general liability on a primary and non - contributory basis where required by written contract or agreement. 30 day notice of cancellation applies to Certificate Holder. CERTIFICATE HOLDER __JSHOULD CANCELLATION ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Denton 215 East McKinney Street Den on TX 76201 AUTHORIZED REPRESENTATIVE 1 ..... ©1988 -2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD 25 (2009/09) 9 Blanket Notification to Others of Cancellation ZURICH or Non - Renewal Policy No. I Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. G LO- 0111561 -00 P3/01/2015 P3/01/2016 9062000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. If we cancel or non -renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non - renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: 1. Must be provided to us prior to cancellation or non - renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non - renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non - renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within seven days of the effective date of the notice of cancellation, if we cancel for non - payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non - renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non - renewal date; 2. Negate the cancellation or non - renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged.. U -GL- 1521 -A CW (10/12) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Ind= Additional Insured — Automatic — Owners, Lessees Or ZURICH Contractors Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. I Producer No. AWL Prem Return Prem. G LO 0111561 00 3/01/2015 03/01/2016 1 P9062000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Applied Ecological Services, Inc. Address (including ZIP Code): 17921 W Smith Rd, Brodhead, WI 53520 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for "bodily injury ", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the "products- completed operations hazard ", which is the subject of the written contract or written agreement. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: "Bodily injury ", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the 'occurrence" which caused the "bodily injury" or "property damage ", or the offense which caused the "personal and advertising injury ", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. U -GL- 1175 -F CW (04/13) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an 'occurrence" or offense that may result in a claim; 2. We receive written notice of a claim or "suit' as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit' will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non - contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV— Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same 'occurrence ", offense, claim or "suit'. This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U -GL- 1175 -F CW (04/13) Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission,