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ADDENDUM TO MEMBERSHIP AGREEMENT
This Addendum to Membership Agreement is entered into between the City of Fort Worth,
Texas(the"City")and Texas Excavation Safety System, Inc.,d/b/a Texas8l] ("Texas8l]").
On August 1, 2019, the City executed and submitted to Texas811 its Application for
General Membership(the"Application"). As part of the Application,the City agreed to the first paragraph
of the Application that states:
WHEREAS,Texas8l 1,a Texas nonprofit corporation,has been formed in an effort
to reduce injuries to persons and damage to underground facilities through the
establishment of a statewide notification system,and,WHEREAS,the undersigned
desires to be a General Member of Texas8l 1 and requests approval for general
membership. NOW, THEREFORE, in consideration of the mutual covenants,
agreements,and mutual benefits to be gained by general membership in Texas8l 1,
the undersigned hereby applies for admission as a General Member of Texas8l 1.
When the undersigned has been approved as a General Member and has been given
written notice that its application has been approved, the undersigned will be a
General Member of Texas8l 1 and agrees to abide and comply with the Membership
Agreement,and pay promptly and fully the fees and assessments prescribed by the
Board of Directors of Texas8l 1 pursuant to the Bylaws.
Article IX, Section 7 of Texas8l 1's ByLaws, entitled"Membership Agreements,"states:
Membership Agreements are made pursuant to and shall be governed by the laws
of the State of Texas applicable to agreements made and to be entirely performed
within Texas. In the event that any provision of a Membership Agreement shall be
held to be invalid or unenforceable,the remainder of the Membership Agreement,
other than that which is held invalid or unenforceable,shall not be affected thereby.
The term Membership Agreement as used herein shall include the Application for
Membership,these Bylaws, and the Articles of Incorporation of the Corporation.
The City and Texas8l 1 acknowledge and agree that the City's agreement to the terms off the
Membership Agreement and Texas8l I's approval of the City's Application is subject to the
clarification that the indemnification obligations of the City under Sections 3 and 5 of Article V1I
of Texas811's ByLaws(the"ByLaws")will be enforceable between the City and Texas8l l only to
the extent authorized by applicable law. NOTHING CONTAINED HEREIN SHALL EVER BE
a
ADDENDUM TO MEMBERSHIP AGREEMENT—PAGE I OFFICIAL.RECORD
4829-818&5630.1 CITY SECRETARY
FT. WORTH,TX
CONSTRUED SO AS TO REQUIRE CITY TO CREATE A SINKING FUND OR TO ASSESS,
LEVY AND COLLECT ANY TAX TO FUND ITS OBLIGATIONS UNDER THIS
PARAGRAPH.
In acknowledging and agreeing to this clarification, the City and Texas8l I each expressly
acknowledge Article 1X, Section 7 of the ByLaws will apply in the event a court of competent
jurisdiction were to determine that Sections 3 and 5 of Article VIl of the ByLaws,or any portion of
those sections, were not enforceable as between the City and Texas8l 1.
It is understood and agreed that by execution of this Agreement,the City does not waive or
surrender any of its governmental powers and may terminate its membership at any time without
penalty or cause for damages by providing written notice to Texas8l 1 in compliance with Article
X, Section 2 of the ByLaws. It is further understood and agreed that execution of this Agreement is
not intended to alter any provision of Article X of the ByLaws.
This Addendum to Membership Agreement is entered into and is effective as of and at the
same time as Texas8l 1's approval of the City as a General Member of Texas8l 1.
Signed this I st day of August,2019.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in triplicate
this day of _2019.
CITY OF FORT WORTH TEXAS EXCAVATION SAFETY
SYSTEM,INC. d/b/a Texas 811
Dana Burghdoff F By: s Sfofr.I I
Interim AssistAnt City Manager President
Date: S`lr��Z�10
ATTEST: WITNESS: r=«
LOFFICIALECORD
ADDENDUM TO MEMBERSHIP AGREEMENT—PAGE2 ETARY
4829-8186-5630.1 H,TX
a
fOF r URT�L
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Mary Kayser 4Title
City Secretary '
Date:
APPROVED AS TO FORM AND LEGALITY:
By:
Christa R. Lopez-Reynolds
Sr.Assistant City Attorney
CONTRACT COMPLIANCE MANAGER:
By signing, l acknowledge that 1 am the person responsible for the monitoring and administration
of this contract, including ensuring all performance and reporting requirements.
BY: Mark Shell
Title: Sr. It Programmer
CONTRACT AUTHORIZATION:
M&C: P-12353
Date Approved: 6/25/19
OFFICIAL RECORD
ADDENDUM TO MEMBERSHIP AGREEMENT—PAGE 3 CITY SECRETARY
4829-8186-5630.1 F- WORTH,TX
ITM
GRAY REED
ATTORNEYS COUNSELORS
WILLIAM B. CHANEY
Direct Dial: (469)320-6031
Email: wchaney@grayreed.com
August 2, 2019
VIA HAND DELIVERY
Chris Stovall
President
TEXAS811
11880 Greenville Ave., Suite 120
Dallas, Texas 75243
Re: City of Fort Worth
Dear Chris:
I enclose three duplicate originals of the Addendum to Membership Agreement signed by the City
of Fort Worth. Please execute all three, keep one for your files, and return the other two to me in
the enclosed, self-addressed, stamped envelope. I will forward your executed, duplicate originals
to the City.
Very truly yours,
William B. Chaney
WBC/sll
Encs.
4831-5188-6750.1
1601 ELM STREET,SUITE 4600 I DALL AS,TExAs 75201 I P:214.954.4135 I F:214.953.1332 I GRAYREED.COM