IFB No. 608-27-80594 Page 1 of 6 TxDMV Gym Equipment Services

Exhibit D

CONTRACT-SPECIFIC INSURANCE REQUIREMENTS

These Contract-Specific Insurance Requirements are issued pursuant to the general insurance provisions in the TxDMV Contract Uniform Terms and Conditions with Affirmations and constitute the specific types and amounts of insurance required for any Contract resulting from this Solicitation. For any such Contract, these Contract-Specific Insurance Requirements are incorporated therein, and made part of, the Contract and, in the event of a conflict between these Contract-Specific Insurance Requirements and any other insurance-related terms in the Solicitation or any exhibit or attachment thereto, including the TxDMV Contract Uniform Terms and Conditions with Affirmations, these Contract-Specific Insurance Requirements will control for the Contract.

1. General Provisions

1.1. Duration and Evidence of Coverage. Contractor must, at its sole cost and expense, procure and maintain in full force and effect, the types and amounts of insurance specified in this Exhibit for the entire duration of the Contract, including any renewal or extension terms. The insurance must be evidenced by delivery to TxDMV of certificates of insurance executed by the insurer or its authorized agent stating the types of coverage, limits, effective and expiration dates, and compliance with all applicable required provisions of this Exhibit.

Certificates of insurance are informational only and do not amend, extend, or alter the coverage afforded by the policies.

1.2. Policy Renewal and Updated Certificates. Upon request, TxDMV and its agents will be entitled, without expense, to receive true and complete copies of all required policies, including all endorsements, declarations, and policy forms. The Contractor must provide updated certificates and applicable endorsements upon each policy renewal during the term of the Contract.

1.3. Certificate Updates and Payment Withholding. Contractor must update all expired policies and provide replacement certificates and endorsements to TxDMV prior to submission for monthly payment. Failure to provide timely proof of renewal will be grounds for withholding payment until renewal documentation is received by TxDMV.

1.4. Maintenance of Required Coverages. Contractor must provide and maintain all insurance coverage in at least the amounts and with the conditions described in this Exhibit throughout the life of the Contract.

1.5. Failure to Maintain Insurance. Contractor’s failure to procure or maintain the insurance coverage required in this Exhibit will constitute a material breach of the Contract and will be grounds for suspension of work and may be grounds for termination for cause, in addition to any other remedies available to TxDMV at law or in equity.

1.6. Delivery of Certificates and Endorsements. Contractor must deliver to TxDMV true and complete copies of certificates and corresponding policy endorsements upon award and, upon request, at any time during the Contract term.

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1.7. No Waiver by Failure to Demand Evidence. TxDMV’s failure to demand certificates, endorsements, or other evidence of full compliance with these insurance requirements, or TxDMV’s failure to identify a deficiency in the evidence received, will not be construed as a waiver of the Contractor’s obligation to maintain such insurance or as a waiver of any rights of TxDMV.

1.8. No Limitation on Contractor’s Liability. The insurance and insurance limits required in this

Exhibit will not be deemed as a limitation on the Contractor’s liability under the Contract, including any indemnification obligations owed by the Contractor to TxDMV.

1.9. No Representation as to Adequacy. The insurance coverage and limits established in this

Exhibit will not be interpreted as any representation or warranty that the insurance coverage and limits necessarily will be adequate to protect the Contractor.

1.10. Insurer Qualifications and Coverage Form. All required liability insurance coverage must be written on an occurrence basis by companies:

(a) licensed or otherwise eligible to do business in the State of Texas;

(b) rated A- or better by A.M. Best Company (or a comparable rating from a nationally recognized rating agency); and

(c) possessing a financial size category of at least VII, or otherwise acceptable to

TxDMV in its sole discretion.

1.11. Deductibles and Self-Insured Retentions. All deductibles and self-insured retentions applicable to the required insurance policies are the sole responsibility of the Contractor. Any deductible or self-insured retention in excess of $100,000.00 per occurrence must be disclosed to and approved in writing by TxDMV.

1.12. Separation of Insureds. Each liability policy must include a “separation of insureds” or

“cross-liability” condition, providing that the policy applies separately to each insured against whom a claim is made or suit is brought.

1.13. Audit Rights. TxDMV reserves the right, upon reasonable notice, to review or audit the

Contractor’s insurance program and related documentation to verify compliance with this Exhibit.

2. Required Policy Clauses

Policies must include, at a minimum, the following clauses, as applicable:

2.1. Notice of Cancellation, Non-Renewal, or Material Change. Contractor must provide TxDMV with at least 30 days prior written notice of cancellation, non-renewal, or material adverse change of any required coverage that is not replaced with coverage that meets the requirements of this Exhibit. Notice of cancellation or non-renewal due to nonpayment of premium may be provided on not less than ten days prior written notice.

2.2. Primary and Noncontributory; Additional Insureds. It is agreed that the Contractor’s insurance will be deemed primary and noncontributory with respect to any insurance or self-insurance carried by TxDMV for liability arising out of operations under the Contract.

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TxDMV, its officials, directors, employees, and representatives must be included as additional insureds, by endorsement, with respect to liability arising out of the operations and activities of, or on behalf of, the named insured performed under the Contract, including completed operations. This requirement applies to Commercial General Liability and, where applicable, Commercial Automobile Liability and Umbrella/Excess Liability policies. This requirement does not apply to Workers’ Compensation policies.

The additional insured status must be provided by ISO forms CG 20 10 and CG 20 37 (or their equivalents) or by other forms acceptable to TxDMV that provide coverage for both ongoing and completed operations on a primary and noncontributory basis.

2.3. Waiver of Subrogation. To the extent permitted by applicable law, all policies required under this Exhibit (including Workers’ Compensation) must be endorsed to provide a waiver of subrogation in favor of TxDMV, its officials, directors, employees, and representatives.

2.4. Subcontractors. Without limiting any of the other obligations or liabilities of the Contractor, Contractor must require that each Subcontractor performing work under the Contract, at the Subcontractor’s own expense, procure, and maintain during the term of its Subcontract the same types and minimum amounts of insurance, including the required provisions and additional policy conditions, as are required of the Contractor under this Exhibit, unless TxDMV expressly agrees in writing to different requirements for a specific Subcontractor.

2.5. Subcontractors as Additional Insureds under Contractor’s Policies. As an alternative to requiring Subcontractors to maintain separate policies, Contractor may include its Subcontractors as additional insureds under the Contractor’s own policies, provided that:

(a) the coverage afforded to Subcontractors is no more restrictive than the coverage required for the Contractor under this Exhibit;

(b) the Contractor provides Workers’ Compensation Insurance for all Subcontractors and their employees, as required by law; and

(c) the Contractor’s certificate of insurance clearly notes that Subcontractors are included as additional insureds.

The Contractor must obtain, monitor, and retain certificates of insurance and, where required, endorsements from each Subcontractor (or evidence of their inclusion as additional insureds under the Contractor’s policies) for the duration of the Contract plus seven years, and must enforce these insurance requirements among its Subcontractors. TxDMV will be entitled, upon request and without expense, to receive copies of such certificates and endorsements.

3. Specific Insurance Coverage Required

3.1. Workers’ Compensation and Employer’s Liability. Contractor must pay for and maintain

Workers’ Compensation Insurance with limits as required by the Texas Workers’ Compensation Act, Chapter 401 of the Texas Labor Code, and Employer’s Liability Insurance with limits of not less than:

(a) $1,000,000.00 each accident;

(b) $1,000,000.00 disease – each employee; and

(c) $1,000,000.00 disease – policy limit.

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The Workers’ Compensation Insurance must be provided for all workers at all tier levels and must meet the statutory requirements of the Texas Labor Code. The policy must be endorsed to provide a waiver of subrogation in favor of TxDMV.

3.2. Commercial General Liability Insurance. Contractor must pay for and maintain Commercial

General Liability Insurance, written on an occurrence basis, including coverage for premises, operations, independent contractors, products and completed operations, contractual liability (including liability assumed under the indemnification provisions of the Contract), personal and advertising injury, and damage to rented premises, with limits of not less than:

(a) $1,000,000.00 per occurrence;

(b) $2,000,000.00 general aggregate;

(c) $1,000,000.00 personal and advertising injury;

(d) $2,000,000.00 products and completed operations aggregate; and

(e) $100,000.00 damage to premises rented to the Contractor.

This policy must include TxDMV as an additional insured on a primary and noncontributory basis, including completed operations, as required in Section 2 of this Exhibit.

3.3. Commercial Automobile Liability Insurance. Contractor must carry, pay for, and maintain

Commercial Automobile Liability Insurance covering owned, hired, and non-owned vehicles, with limits of not less than:

(a) $1,000,000.00 combined single limit for bodily injury (including death) and property damage; and

(b) No aggregate limit for this type of coverage.

This policy must include TxDMV as an additional insured on a primary and noncontributory basis, to the extent permitted by law, as required in Section 2 of this Exhibit.

3.4. Third-Party Shipping Insurance. Contractor must require all contracted third-party carriers to maintain insurance covering loss, theft, or damage to TxDMV’s property while in transit, with liability limits commensurate with the value of the property being shipped. Such insurance must protect TxDMV’s insurable interest in the property from the point where carrier takes possession from the Contractor through final delivery.

The Contractor remains fully responsible for any loss of or damage to TxDMV’s property from the point where the carrier takes possession from the Contractor through final delivery, regardless of whether coverage is available or collectible under any such insurance. At TxDMV’s request, Contractor must provide evidence that the required third-party shipping insurance is in effect and applicable to TxDMV’s property.

3.5. Umbrella/Excess Liability Insurance. Contractor must carry, pay for, and maintain Umbrella or Excess Liability Insurance throughout the Contract term, with limits of not less than $5,000,000.00 per occurrence and in the aggregate. This policy must be written on an occurrence-based, follow-form basis, provide coverage at least as broad as, and apply in excess of, the primary Commercial General Liability, Commercial Automobile Liability, and Employer’s Liability (Part B) coverages required under this Exhibit.

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The policy must be structured so that it responds when applicable limits of the underlying primary policies are exhausted by payment of covered claims, including by providing “drop-down” coverage when the aggregate limits of such underlying policies have been exhausted, and it may not offer narrower coverage than those underlying policies. TxDMV must be included as an additional insured under the Umbrella or Excess Liability Insurance on a primary and noncontributory basis, to the extent permitted by law, to the same extent as under the primary Commercial General Liability and Commercial Automobile Liability policies, as required in Section 2 of this Exhibit, and consistent with the policies described in this Section.

4. Alternative Insurability or Self-Insurance

4.1. Notwithstanding the preceding insurance requirements, TxDMV reserves the right, in its sole discretion, to consider reasonable alternative insurance arrangements proposed by a Respondent or the Contractor. Such arrangements may include, without limitation, different types of insurance policies, different combinations of primary and excess or umbrella coverage, different coverage amounts or sublimits, self-insurance, captive insurance, or other risk financing mechanisms in lieu of, or in addition to, the specific insurance policies and limits set forth in this Exhibit.

4.2. It will be the Contractor’s responsibility to recommend to TxDMV any proposed alternative insurance arrangement. Any such proposal must be submitted in writing and must:

(a) clearly identify the specific requirements in this Exhibit that the Contractor seeks to modify (including any changes to policy types, coverage amounts, limits, or deductibles);

(b) provide a detailed explanation of why the proposed alternative is appropriate for the scope, value, and risk profile of the Contract; and

(c) demonstrate that the proposed alternative arrangement affords TxDMV protection that is, in TxDMV’s judgment, at least equivalent to, or otherwise acceptable in comparison with, the protection provided by the insurance requirements in this Exhibit.

If the proposed alternative includes any form of self-insurance or captive arrangement, the Contractor must also provide comprehensive financial information demonstrating its capacity to assume the risk, including, at a minimum, recent audited financial statements, description of reserves, and details of any formal self-insurance program.

4.3. TxDMV will be the sole and final judge as to the adequacy and acceptability of any proposed alternative insurance arrangement, including any change in policy type or coverage amount.

No alternative insurance arrangement, including any self-insurance or reduction in limits or scope of coverage from those otherwise required by this Exhibit, will satisfy the requirements of this Exhibit unless and until it is approved in writing by TxDMV. Until such written approval is granted, the Contractor must comply with the insurance requirements as originally stated in this Exhibit.

4.4. Nothing in this Section permits the Contractor to self-insure Workers’ Compensation obligations except to the extent allowed by Texas law and only with the prior written

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