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Contract 55257
SC No. 55257 FORTWORTH. ADDENDUM TO SERVICE AGREEMENT THIS ADDENDUM TO SERVICE AGREEMENT("Addendum")is made and entered into by and between the CITY OF FORT WORTH ("City"), a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized representative, and ALSCO INC., a Nevada Corporation("Contractor"),acting by and through its duly authorized representative. WHEREAS the City has purchased property commonly known as "100 Energy Way Plaza" located at 100 Energy Way,Fort Worth, TX 76102(the "Property") from Hertz Fort Worth Energy Way, LP(the"Seller"); and WHEREAS,Seller and Contractor are currently parties to an agreement for the provision of entry mats cleaning services at the Property on a month-to-month basis (the "Service Agreement") which is attached hereto as Exhibit A; and WHEREAS Seller has agreed to assign and City has agreed to assume certain contracts,including the Service Agreement,relating to the operation of the Property; and WHEREAS, Contractor consents to the assignment of the Service Agreement to City and Contractor agrees to the terms and conditions of this Addendum. NOW, THEREFORE, in consideration of the covenants and agreements contained in this Addendum, City and Contractor hereby agree as follows: The Addendum to Service Agreement documents shall include the following: 1. This Addendum; and 2. Exhibit A—The Service Agreement(collectively,the"Agreement"). Notwithstanding any language to the contrary in the attached Service Agreement, City and Contractor hereby stipulate by evidence of execution of this Addendum by a representative of each party duly authorized to bind the parties hereto,that the parties hereby agree that the provisions in this Addendum shall be applicable to the Service Agreement as follows: 1. Addendum Controlling. If any provisions of the attached Service Agreement conflict with the terms herein, are prohibited by applicable law, or conflict with any applicable rule, regulation or ordinance of City,the terms in this Addendum shall control. 2. References. City and Contractor agree that any references to the Owner in the Service Agreement shall be construed to mean the City of Fort Worth and that all rights, benefits, duties and obligations of Owner shall inure to the City as if the Service Agreement were originally executed between City and Contractor, except to the extent modified by this Addendum. City and Contractor also agree that all rights,benefits,duties,and obligations of Contractor in the Service Agreement shall inure to Contractor OFFICIAL RECORD Addendum to Service Agreement CITY SECRETARY FT. WORTH, TX City Secretary Contract No. as if the Service Agreement were originally executed between City and Contractor, except to the extent modified by this Addendum. Section 210) of the Service Agreement is hereby deleted and shall have no force or effect. 3. Term. The Agreement shall become effective upon the signing of the Agreement (the "Effective Date") and shall expire 30 days after the Effective Date (the "Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement. The Agreement shall renew automatically under the same terms and conditions for successive 30-day periods,each a"Renewal Term," unless City or Contractor provides the other party with notice of non-renewal at least 30 days before the expiration of a Renewal Term or unless terminated as provided herein. 4. Compensation. City shall pay Contractor in accordance with the fee schedule or pricing included in the Service Agreement and in accordance with the provisions of this Agreement. In no event shall the total payment made under this Agreement by City to Contractor exceed the amount of Fifty Thousand Dollars ($50,000.00)per year. Contractor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless City first approves such expenses in writing. 5. Termination. a. Convenience. Either City or Contractor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10) calendar days after receipt of notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. C. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Contractor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Contractor shall provide City with copies of all completed or partially completed documents prepared under the Agreement.In the event Contractor has received access to City information or data as a requirement to perform services hereunder, Contractor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 6. Attorneys'Fees,Penalties,and Liquidated Damages. To the extent the attached Service Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or Addendum to Service Agreement Page 2 of 9 City Secretary Contract No. liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Service Agreement and shall have no force or effect. 7. Law and Venue.The Agreement and the rights and obligations of the parties hereto shall be governed by,and construed in accordance with the laws of the United States and state of Texas,exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Service Agreement is required to be governed by any state law other than Texas or venue in Tarrant County,City objects to such terms and any such terms are hereby deleted from the Service Agreement and shall have no force or effect. 8. Sovereign Immunity.Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Service Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 9. Liability and Indemnification. To the extent the Service Agreement requires City to indemnify or hold Contractor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Service Agreement and shall have no force or effect. 1. LIABILITY-CONTRACTOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS, OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 2. GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 3. INTELLECTUAL PROPERTY INDEMNIFICATION — Contractor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Contractor bears the cost and expense of payment for claims or actions against City pursuant to this section, Contractor will Addendum to Service Agreement Page 3 of 9 City Secretary Contract No. have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Contractor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Contractor will fully participate and cooperate with City in defense of such claim or action.City agrees to give Contractor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto.Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Contractor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Contractor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non- infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or(d)if none of the foregoing alternatives is reasonably available to Contractor terminate this Agreement, and refund all amounts paid to Contractor by City, subsequent to which termination City may seek any and all remedies available to City under law. 4. ENVIRONMENTAL INDEMNIFICATION - Contractor does hereby release,indemnify,reimburse,defend and hold harmless the City of Fort Worth from and against any and all environmental damages and the violation of any and all environmental requirements resulting from the cleaning, handling, collection, transportation,storage and disposal of hazardous waste by contractor resulting in an act of omission of environmental violation. Environmental Damages shall mean all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability),encumbrances,liens,costs,and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement or judgment,of whatever kind or nature,contingent or otherwise,matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorney's fees and disbursements and consultant's fees, any of which are incurred as a result of handling,collection,transportation,storage,disposal,treatment,recovery, and/or reuse of waste pursuant to this contract, or the existence of a violation of environmental requirements pertaining to, and including without limitation: Damages for personal injury and death, or injury to property or natural resources; Fees incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs in connection with the investigation or remediation of Addendum to Service Agreement Page 4 of 9 City Secretary Contract No. such wastes or violation of environmental requirements including, but not limited to, the preparation of any feasibility studies or reports of the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration or monitoring work required by any federal, state or local governmental agency or political subdivision, or otherwise expended in connection with the existence of such wastes or violations of environmental requirements, and including without limitation any attorney's fees, costs and expenses incurred in enforcing this contract or collecting any sums due hereunder; and liability to any third person or governmental agency to indemnify such person or agency for costs expended in connection with the services provided under this agreement. 10. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Service Agreement requires that City maintain records in violation of the Texas Public Information Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Contractor. It will be the responsibility of Contractor to submit reasons objecting to disclosure of the information. A determination on whether such reasons are sufficient will not be decided by City,but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 11. No Boycott of Israel. If Contractor has fewer than 10 employees or this Agreement is for less than $100,000,this section does not apply. Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the Agreement. 12. Immigration Nationality Act. Contractor will verify the identity and employment eligibility of its employees who perform work under this Agreement,including completing the Employment Eligibility Verification Form(I-9). Upon request by City, Contractor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor will adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. City,upon written notice to Contractor,will have the right to immediately terminate this Agreement for violations of this provision by Contractor. 13. Right to Audit. Contractor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Contractor involving transactions relating to the Agreement. Contractor agrees that City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Contractor reasonable advance notice of intended audits. Addendum to Service Agreement Page 5 of 9 City Secretary Contract No. 14. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions (e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign. 15. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 16. Force Majeure. City and Contractor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems;restraints or prohibitions by any court,board,department,commission,or agency of the United States or of any States;civil disturbances;other national or regional emergencies;or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice required by this section must be addressed and delivered in accordance with Section 19 of this Agreement. 17. Non-Discrimination Covenant. Contractor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law.IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 18. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Contractor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 19. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: Addendum to Service Agreement Page 6 of 9 City Secretary Contract No. To CITY: To CONTRACTOR: City of Fort Worth Attn: Assistant City Manager Alsco Inc. 200 Texas Street 1340 East Berry St Fort Worth,TX 76102-6314 Fort Worth, TX 76119 Facsimile: (817)392-8654 Facsimile: (817) 926-0909 With copy to Fort Worth City Attorney's Office at same address (signature page follows) Addendum to Service Agreement Page 7 of 9 City Secretary Contract No. Executed this the day of ,2021. CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration L7mr,7 � of this contract,including ensuring all By.JesusJ.Chapa(Jan 26.If, 0:42 CST) performance and reporting requirements. Name: Jesus J. Chapa Title: Deputy City Manager Alan ff Shuror Date: By: Alan H.Shuror(Jan 19,202116:03 CST) Name: Alan Shuror Approval Recommended: Title: Sr.Administrative Services Manager Approved as to Form and Legality: By: Steve Cooke(Jan 20,202109:18 CST) Name: Steve Cooke Title: Property Management Director By: � �44�nn Name: Matthew A.Murray Attest: bpF FORr�Laa Title: Assistant City Attorney Ay O° °O00 00 p/.° % d ova aid Contract Authorization: ��,,, �V-f � M&C: Not required By: �Q a�aa� EXps4od� Ordinance No. 24161-04-2020 Name: Mary Kayser nnan4a Title: City Secretary CONTRACTOR: ALSCO INC. RyarL fil��icic By: Ryan Howick(Jan 19,202115:58 CST) Name: Ryan Howick Title: Service Manager Date: 01/19/2021 OFFICIAL RECORD Addendum to Service Agreement CITY SECRETARY FT. WORTH, TX City Secretary Contract No. EXHIBIT A-SERVICE AGREEMENT Addendum to Service Agreement Page 9 of 9 SERVICE AGREEMENT THIS AGREEMENT("Agreement")is made on the Date and effective as of the Effective Date by and between Owner and Contrac- tor(each,a"Party" or collectively,the"Parties"). Owner hires Contractor to provide and Contractor agrees to provide the Services for the Property. For and in consideration of the mutual agreements of the Parties and other good and valuable consideration,the re- ceipt and sufficiency of which are hereby acknowledged,the Parties,intending to be legally bound,agree as follows: 1. Definitions. Unless the context otherwise indicates,the following words or phrases have the respective meanings: DATE. 0/27/18 EFFECTIVE 8/27/18 DATE OWNER: `:: Hertz Fort Worth Energy Way,LP CONTRACTOR.-_, Alsco,Inc. ADDRESS 100 Energy Way ADDRESS 1340 East Berry St Fort Worth,TX 76102 Fort Worth,Tx 76I19 CON 'AGT,. Name:Shantella Dab] CONTACT., Name: Ryan Howick Address: 100 Energy Way,Suite 100 Address: same as above Fort Worth,TX 76102 Phone: 817-429-8350 Phone: 817-886-3100 Cell: 214-701-8828 Fax: N/A Fax: 817-926-0909 Email: sdahl@hertzgroup.com Email: rhowick@alsco.com TER11+I:::: EXHIBITS A-Scope&Schedule of Work oae) $/27/18 A- Compensation A-General Conditions Begin Date 8/26/19 End 13atC: ! (month to month) COWS. )1IS�TION See Exhibit A PRQPERTV;: '; Name: Hertz Fort Worth Energy Way,LP Buildrn Name Address(es): 100 Energy Way g` Fort Worth,TX 76102 4RERVICIS;;• ©Security ❑Janitorial ❑Landscape ❑Parking/Garage ❑Window Cleaning 'See,lEatlubitA Maint. Manag. ©Snow/lee ❑Uniform Rental Other:Monthly Mat Cleaning Removal 3. t erm. 4. Schedule of Service. Unless terminated,this Agreement shall commence on the Begin Contractor agrees to perform the Work as indicated under Date,continue for the Term, and will automatically be extended "Schedule of Work"on Exhibit A(the"Schedule"). for successive 30-day periods after the End Date. S. Compensation. 3. Scope of Work. Owner agrees to pay Contractor compensation for the Work as During the Term, Contractor agrees to perform the Services and indicated on Exhibit A(the"Compensation"). supply those goods and materials("Goods") as indicated under 6. Personnel and Contractor Employees. "Scope of Work" on Exhibit A and pursuant to the General Conditions, if any, attached as Exhibit A (collectively the (a) Contractor agrees to provide adequate personnel to cause "Work") in a safe, professional, and competent manner. If the completion of all Work in accordance with the Schedule. All Goods are supplied as part of the Work,the Goods shall be new such personnel shall be employees, subcontractors or independ- and unused and shall be suitable for the purposes intended. ent contractors of the Contractor and, in this Agreement, are referred to collectively as "Personnel" and individually as a "Contractor Employee". 1 (b) All Personnel shall be trained and supervised by Con- (b) Contractor shall obtain and shall maintain,at its sole cost tractor in accordance with accepted industry practices,shall have and expense, at all times during the Term, all licenses, permits, all required licenses and shall adhere to the reasonable rules and and other authorizations from governmental authorities or regulations as established from time to time by Owner for the boards,necessary to enable it to perform the Work. conduct of independent contractors on the Property. Contractor (c) Contractor will diligently safeguard the health and well- shall provide at all times competent, adequate, and knowledgea- being of all persons on or about the Property, including without ble supervision of all Work performed at the Property and all limitation all licensees,tenants,guests and invitees of Owner in Personnel performing or supplying the Work shall be competent, the performance or supplying of the Work. Contractor will adequate and knowledgeable. In the performance or supplying promptly remove all materials and/or equipment and Tools used of the Work,neither Contractor nor any Personnel shall interfere or expended in the performance or supplying of the Work with the operations of Owner on or with respect to the Property, promptly upon the completion thereof, or if applicable upon the (c) Contractor shall provide all hand tools, specialty tools, completion of the portion of the Work that will be performed or and equipment(hereinafter called the "Tools") for performance supplied at any particular time. During performance or supply- or supplying of the Work, ing of the Work, Contractor shall take all necessary steps to se- (d) The Parties agree that Owner shall not have the right to cure the equipment,materials,and Tools used in connection with supervise, terminate or otherwise discipline any of the Person- the Work to prevent interference with respect to access to and nel. However, Owner shall have the right to require or ask any use of the Property or the creation of any dangerous conditions Contractor Employee to leave the Property or cease a particular for any other persons using the Property. activity if Owner believes that such Contractor Employee is act- (d) Contractor will ensure that the Personnel will neither ing or failing to act in a manner that might cause danger to life carry weapons of any type nor be under the influence of intoxi- or property or is otherwise engaging in conduct that may be un- cants or controlled substances on or about the Property, lawful or inconsistent with the character and nature of the Prop- g, Insurance and Fidelity Bonds. erty. Contractor further agrees that Owner shall have the right, (a) Owner may, upon written notice thereof, require Con- within 2 days of the Effective Date of Notice to the Contractor, tractor,at its sole cost and expense,to provide and maintain dur- to require that any Contractor Employee not be permitted to en- ter upon the Property in connection with the performance or mg the Term, a fidelity or surety bond in the minimum amount supplying of the Work, of$1,000,000,on forms and with bonding companies acceptable to Owner, under which the bonding company agrees to reim- (e) Contractor agrees to adhere to Owner's Code of Busi- burse Owner for any loss, damage or expense which either of ness Conduct and Ethics,if any. such parties may suffer or sustain due to the fraud, dishonesty, (f) Contractor shall use reasonably diligent efforts to verify forgery, theft, larceny, embezzlement, wrongfW conversion or that any Contractor Employee who has access to the Property in abstraction, misapplication, misappropriation or any other dis- the performance of the Work does not have any record of crimi- honest or criminal act or omission of Contractor or Contractor's nal convictions,other than minor traffic violations. No Contrac- employees or agents. Contractor shall submit such bond to for Employee that has any such record shall be admitted to the Owner for approval(if such a bond is required hereunder)prior Property to perform any of the Work without the prior written to the commencement of any Work hereunder. consent of Owner. Owner reserves the right to independently (b) Contractor and all Personnel who or which are subcon- verify the background of any such individuals and to require tractors or independent contractors of the Contractor shall,until Contractor to replace(or require any such Personnel to replace) completion of the Work,procure and maintain at its or their ex- any Contractor Employee that does not meet the standards set pense, the following insurance coverages with a company or forth in this Agreement. companies acceptable to Owner that are authorized to do busi- (g) Contractor shall not,and Contractor shall require that all ness in the jurisdiction in which the Property is located in the Personnel shall not,disclose any information regarding the oper- following minimum amounts: ation of the Property,the Owner's operations therein,the opera- (1) Worker's Compensation. Statutory benefits and lim- tions of any occupant of the Property or the operations of Owner its which shall fully comply with all State and Federal require- to which Contractor or such Personnel have access through per- ments applying to this insurance; which shall include Broad formance of the Work hereunder,and which a reasonable person Form all states and voluntary compensation endorsements. would consider to be confidential or proprietary, to any third (2) Employer's Liability. Limits of not less than parties or use such information for any purposes other than the $1,000,000 per accident,$1,000,000 per disease and$1,000,000 performance of Work hereunder, except to the extent that Con- policy limit on disease. tractor or such Personnel reasonably believes that it is required to do so according to applicable law and promptly notifies awn- (3) Comprehensive General Liability. (including per- er, sonal injury,owner's and contractor's protective liability,explo- 7. Compliance with Laws;Licensure;Safety, sion, collapse and underground damage liability endorsement (commonly called X, C and U hazard),products,completed op- (a) All of the Work shall be performed in accordance with erations, blanket contractual and broad form property damage all applicable Federal, State and local laws, codes, regulations coverage, providing primary (and not contributing) coverage, and ordinances including, but not limited to the Fair Labor and containing cross-liability and severability of interest clauses) Standards Act, the State and Federal Occupational Safety and Limit of Liability Health Acts, and any and all Environmental Laws, All Work shall meet or exceed local industry standards and practices. Bodily Iniury $3,000,000 each occurrence 2 $3,000,000 in the aggregate Laws (as defined below). If any claim, action or proceeding is Property Damage $3,000,000 each occurrence brought against Owner by reason of any Claims,Contractor up- $3,000,000 in the aggregate on written demand from Owner shall defend the same at Con- tractor's expense by counsel reasonably satisfactory to Owner. (4) Comprehensive Automobile Liability, (Including 10.Hazardous Materials. coverage for hired and non-owned automobiles; providing pri- mary (and not contributing) coverage, and containing crass- Contractor shall identify to Owner, in advance of delivery of, liability and of contributing) rability ti interest clauses) any Hazardous Materials incorporated in or associated with the Work provided hereunder and shall, in any event, use and dis- Limit of Liability pose of all such Hazardous Materials utilized, transported, gen- BodilyInlury $1,000,000 each person erated or released in connection with the Work, in accordance $1,000,000 each occurrence with all Environmental Laws and any other applicable laws, Property Damage $1,000,000 each occurrence rules and regulations. Prior to,and in connection with the deliv- ery of any Hazardous Materials to the Property,the Contractor (c) Contractors performing construction work, must also shall complete and deliver to Owner, in accordance with appli- provide "all risk" builders risk property insurance for the full cable laws, rules and regulations, a material safety data sheet replacement cost of the Work on a completed value basis,nam- with respect to such Hazardous Materials. "Hazardous Materi- ing Owner as a loss payee,as its interest may appear,providing als" shall mean any substance which is controlled, regulated or primary(and not contributing)coverage,and including a waiver prohibited under any Environmental Law. "Environmental of all rights of subrogation against Owner. Law(s)" shall mean any local, State and Federal law relating to (d) Contractor shall furnish to Owner, before commencing the environment and environmental conditions. any Work,and annually if applicable,one or more certificates of 11.Property of the Contractor. insurance indicating (1)the types and amounts of insurance re- All property of any kind,owned,hired,or supplied by the Con- quired under this Agreement, (2) the insurance company or companies carrying said coverages, (3)the effective and expire- tractor or any Personnel, not intended to be incorporated into or tion dates of the policies,(4)that Owner,any managing agent of made a part of the Work shall be maintained whether off-site or Owner and their respective corporate affiliates are named as ad- such at the sole risk of Contractor or such Personnel and no ditional insureds,(5)that 60 days'advance written notice will be such party shall have the right to look to or hold Owner or any given to Owner of any material change in or cancellation of a managing agent of Owner responsible in any manner for its policy and(6)that each carrier of any such insurance waives any safekeeping. right of subrogation that it may have against Owner with respect 12.Independent Contractor. to any loss covered by such insurance irrespective of the negli- (a) Contractor shall for all purposes under this Agreement genre or willful misconduct of Owner, any managing agent of be an independent contractor of the Owner and not an agent or Owner or any of their tenants, contractors, employees, guests, employee of either the Owner or any managing agent of Owner invitees or agents. and nothing in this Agreement shall be construed as creating any 4. Indemnity. other relationship between the Parties including,but not limited Contractor shall defend, indemnify, and hold Owner, and its to,a partnership,an agency relationship,or a joint venture. Nei- directors, officers, employees, agents, contractors (other than ther Contractor nor Contractor's Personnel shall be deemed for Contractor),invitees, concessionaires and licensees(collectively any purpose to be employees or agents of Owner or any manag- "Owner's Agents") harmless from and against any and all lia- ing agent of Owner. bility, loss, claims, demands, damages or expenses, including (b) No Contractor Employee shall be entitled as a result of attorneys' fees,whether for personal injury,theft,property dam- this Agreement to any of the benefits under any employee bene- age or otherwise (collectively "Claims") arising fivm Contrac- fit plan Owner or any managing agent of Owner presently has in tor's or Contractor's directors, officers, employees,agents, con- effect or may put into effect in the future. Contractor or its Per- tractors, invitees, concessionaires and licensees (collectively sonnel, as the case may be, shall be solely responsible for the "Contractor's Agents")performance or non-performance of the payment of any salaries, wages, benefits, and other compensa- Work or from any act or omission (whether negligent or inten- tion or payments due to any person or entity in connection with tional)by Contractor or Contractor's Agents in or about the Pro- the Work (other than the payment of the Compensation), with- ject, and shall further defend, indemnify and hold Owner and holding or payment of all applicable Federal, State and local Owner's Agents harmless from and against any and all Claims personal income taxes, social security taxes, and other payroll arising from any breach or default in the performance of any taxes with respect to the employees of Contractor or its Person- obligation on Contractor's or Contractor's Agents' part to be nel, as well as any taxes or contributions imposed by applicable performed hereunder,or to the extent caused by the negligence Federal or State unemployment or worker's compensation act(s). or willful misconduct of Contractor or Contractor's Agents. The Contractor and its Personnel respectively have the sole authority liability of the Contractor under the foregoing indemnity shall and responsibility to hire, fire, and otherwise control their re- extend to and include any testing, response, and remediation spective employees. costs incurred by Owner or any managing agent of Owner in 13.Publicity;Use of Marks. connection with a release,discharge or generation of Hazardous Materials(as defined below)on,within or in the vicinity of,the Contractor shall not identify, either expressly or by implication, Property by the Contractor or any Personnel in violation of the Owner,any managing agent of Owner or any of their respective terms of this Agreement or in violation of any Environmental corporate affiliates or use any of their trademarks,Trade names, 3 service marks, other proprietary marks, or the Work performed 18.Inspection. hereunder in any advertising,press releases,publicity matters or Contractor acknowledges that Contractor has inspected the other promotional materials without the prior written consent of property and is not aware of any conditions which could ad- Owner and/or any managing agent of Owner, versely affect its ability to perform the Work in accordance with 14.Identification Credentials. this Agreement and accepts the Property in its present condition. Owner, at its sole discretion, may require Contractor and any 19.Default. Personnel to exhibit identification credentials to gain access to In the event that the Contractor fails to perform any of its obliga- the Property. Contractor shall cause all of such parties to return tions under this Agreement and such failure continues for 10 all identification credentials to Owner upon the sooner of(a)the days after the Effective Date of Notice from the Owner describ- termination of such party or its employer with respect to the ing such failure, then, in addition to any other rights that the Work, (b) the End Date, or (c) the date of termination of this Owner may have hereunder to terminate this Agreement,Owner Agreement. shall have the right to pursue any remedies available at law or in 15.Notices. equity against the Contractor for such failure. All notices required or permitted under this Agreement shall 20.Termination of Agreement. be in writing and shall be delivered personally, by recognized overnight courier service, or by certified mail,return receipt re- (a) This Agreement may be terminated with respect to all or quested to the Parties' addresses. Either Party may notify the a portion of the Property upon 30 days' written notice from Owner to the Contractor at any time without any cause whatso- other in writing of a change of address for the purpose of this ever, including, without limitation, Owner's transfer of its own- Section, which change of address shall be effective on the 10 ership interest in any or all of the Property, day after the Effective Date of Notice. The term "Effective Date of Notice" shall mean and refer to (1) in the case of per- (b) In addition, Owner may terminate this Agreement, as it sonal delivery,the date that a notice is actually delivered to the pertains to any or all of the Property,effective immediately upon respective Party's address, (2) in the case of overnight courier giving written notice to Contractor that the(I) Contractor failed service, 1 business day after the notice is deposited with such to timely and/or fully perform or supply the Work for any rea- service for delivery on such following business day, and (3) in son, including,but not limited to labor disputes;(2)the Property the case of certified mail the first date of attempted deliver suffered damage as a result of fire or other casualty;(3)Contrac- refusal or rejection. p y' tor's employees or their allies picketed any property including 16.Assignment. any Property owned and/or managed by Owner or any of its af- filiates resulting in the disruption in operation of said Property or (a) This Agreement, any portion of the Work or the Com- inconvenience to the tenants or occupants thereof, (4)Contractor pens ation shall not be assignable by Contractor without Owner's is in default of this Agreement beyond any applicable notice and prior written consent. cure provisions; or(5)Owner has transferred or will transfer its (b) Without its consent but upon written notice to Contrac- interest in the Property. Upon termination of the Agreement and tor,Owner may assign this Agreement to the transferee of Own- subject to Subsection 21(i), neither party shall have any obliga- er's interest in any or all of the Property ("Transferee"), in tion to the other beyond the effective date of the termination. which case, at Owner's election, Contractor shall enter into an (c) In the event this Agreement is terminated with respect to agreement with the Transferee upon the same terms and condi- a portion,but not all, of the Property,the definition of Property tions as stated in this Agreement,except that if Property includes and Scope of Services and Compensation set forth in Exhibit A more than one Building,the definition of Property Scope of Ser- shall be revised to remove the terminated Property and refer- vices and Compensation set forth in Exhibit A shall be revised ences to the terminated Property in this Agreement shall be of no to include only those Buildings in which Owner transferred an further force or effect after the effective date of such termina- interest to the Transferee. If the Closing Date does not coincide tion. with the billing period established in Exhibit A for the trans- (d) If the termination of this Agreement is in connection (erred property, then Contractor shall prorate any changes for with Owner's transfer of an interest in the Property,then provid- such month. In the event of any such transfer,Owner shall,with ed that Owner has given Contractor written notice of such term i- respect to each Property transferred, be automatically freed and nation,Owner may specify that the effective date of termination relieved of all Iiability with respect to its performance under this shall not be a specified date, but shall be the date of the closing Agreement which may accrue from an after the effective date of of such transfer of Owner's interest (the "Closing Date"), sub- such transfer. ject to Owner's obligation to promptly notify Contractor of such 17.Lien Claims. closing when the same occurs. Contractor shall not create or permit to remain against the 21.Other. Property any lien, encumbrance, or other like charge, either by (a) This Agreement shall be construed and interpreted under action or inaction of Contractor or any Personnel. Contractor the laws of the state in which the Property is located and venue shall sign, execute and deliver, or cause to be signed, executed shall lie in the County in which the Property is located. The and delivered,such partial and final lien waivers with respect to titles of sections and subsections herein have been inserted as a the Work as Owner shall from time to time require. Contractor matter of convenience of reference only and shall not control or shall,at its own expense, within 10 days of written notice from affect the meaning or construction of any of the terms or provi- Owner,cause any liens or other encumbrances placed against the sions of this Agreement. Ali references to the singular shall in- Property or any interest therein, arising out of the Work, to be elude the plural,and vice versa. removed of record or otherwise bonded off, 4 (b) Except as otherwise expressly provided herein,all rights, (i) The agreements of the Contractor set forth in Section powers, and privileges conferred hereunder upon the Parties 6(c), 6(d), 9, 11, 13, 14, and 17 shall survive the expiration or shall be cumulative and in addition to those other rights,powers, early termination of the Term. and remedies hereunder and those available at law or in equity. 0) No parties other than Owner and Contractor shall be en- All such rights, powers, and remedies may be exercised sepa- titled to rely on any party's performance hereunder or to enforce rately or at once,and no exercise of any right,power,or remedy the terms and provisions hereof. shall be construed to be an election of remedies or shall preclude (k) If either Party brings suit against the right of the other to the future exercise of any or all other rights,powers,and reme- recover any sums due under this Agreement,or for any breach of dies granted hereunder or available at law or in equity,except as any provision of this Agreement,or for any other relief under it, expressly provided in this Agreement, then all costs and expenses of the same, including reasonable (c) Neither the failure of either Party to exercise any power attorneys' fees and costs, incurred by the prevailing Party in the given such Party nor to insist upon strict compliance by the other suit shall be paid by the other Party. Party with its obligations under this Agreement,nor any custom (1) Owner and Contractor each hereby waive their respec- or practice of the Parties at variance with the terms of this tive rights to trial by jury of any cause of action,claim,counter- Agreement shall constitute a waiver of either Party's right to claim,or cross-complaint in any action,proceeding,and/or hear- demand exact compliance with the terms of this Agreement. ing brought by either Owner against Contractor, or Contractor (d) This Agreement contains the entire agreement of the Par- against Owner, as to any matter whatsoever arising out of or in ties with respect to the Property and with respect to the Work, any way connected with this Agreement, the relationship of and no representations, inducements, promises, or agreements, Contractor and Owner, Contractor's use or occupancy of the oral or otherwise,between the parties not embodied or incorpo- Project, any claim of injury or damage, or the enforcement of rated in this Agreement by reference shall be of any force or any remedy under any law, statue, or regulation, emergency or effect.The parties acknowledge that all prior agreements,repre- otherwise, now or hereafter in effect. However, Owner and sentations and negotiations concerning the subject matter of this Contractor agree that this waiver shall not be effective where the Agreement, or collateral to it, are deemed superseded by the legal effect of such waiver would be to invalidate in whole or in execution of this Agreement to the extent they are not incorpo- part,or to limit or impair in any manner any policy of insurance rated in it and that this Agreement shall be deemed to be inte- in force for the benefit of Owner or Contractor or to limit or im- grated. The parties further acknowledge that if the terms of this pair any rights,remedies or coverage afforded thereunder. Agreement conflict with the terms of any exhibits attached here- (m) OFAG Certification. Contractor represents that it is not to,the terms of this Agreement shall apply. now and had never been listed or named as,nor has it ever acted (e) This Agreement shall be binding upon and shall insure to directly or indirectly for or on behalf or any person, group or the benefit of the Parties and their respective personal represent- entity or nation named in any Executive Order or by the United atives,successors,and assigns. States Treasury Department or any other state or federal agency (f) No amendment to this Agreement shall be binding on a as a terrorist, or a "Special Designated National and Blocked Party unless the amendment is in writing and is executed by the Person," or other banned or blocked person, entity, nation, or Party against whom enforcement of the amendment is sought. transaction pursuant to any law,order,rule,or regulation that is (g) Time is of the essence of this Agreement, enforced or administered by the Office of Foreign Assets Con- (h) This Agreement may be executed in several counter- tr°1{"OFAC")or any other state or federal agency. parts, each of which shall be deemed an original, and all such (n) The Exhibits attached to this Agreement are incorporated counterparts together shall constitute one and the same instru- in it. In the event of any inconsistency between such Exhibits ment. and this Agreement,this Agreement shall control. IN WITNESS WHEREOF,Owner and Contractor,have executed this Agreement under sea]as of the day and year first above writ- ten. CONTRACIDIi: OWNER ALSCO INC. HERTZ FORT WORTH ENERGY WAY,LP By: By: Nar ie: Name: I#a; J Its: 5 EXHIBIT A SCOPE&SCHEDULE OF WORK COe SERVICEAOREI`I&M UWcad Udf mR"ttls"m SCHEDULEA Location#OD19192 Route 19 Stop#020 Delivery Days:Tim DWlvtdyFrequoncy; WKLY Renewal Debi TO:lEgea.Aieri B61To:ji4am IGO EneWNVy Ste 100 Address Pied'I Bldg SIC Code: City,State,Zip:PORT WORTH,T&76102 City,State,Zip:FORT WORTH,TX,76102 Spevtal R'wmS: hose (817)986-3100 Fax: Phone:(817)986-3100 Fax:682-233-6516 Spcaial Tww: Key Contact dtTitte: Sereellr A6 Keyconted&Title: 5PkAC #Duplicate Invoices; BMailAd&—, _Sh c]$p hMjWb g.Cora, E-WlAddrese: 4RehanedSipn Websits: Wtbskm PO# eliveryminlmum:539.00 Special DeliveryCbago:34.02 COD or Charge:Charge Salts Code: Tiffne Open: The Cloac: Contract Class: 54 Saks I'mon: Tbx Exempt# Cont=tFjq)JmtiouDate: Popp of 1 Line Item Wearer Thtal Invt.Min Invoice Frequency Unit Repl. lout No. No. Cade Name Size Item DeeeriptionlCOor Invt Billing Y Quenl Rule Mee Charge Mut.Y, OD30 2005•BK 3X4 Mat,Black 12 6 EPUMINDQ WKLY 4.7500 30.00 0040 2020-13K 4X6 Mat,Black 6 3 EPUMINDQ WKLY 6.9500 65.00 9000 9925 ' Special Delivery Charge 0 4 SOILCOUNT WKLY 34.0200 I i { I Invoice ScMee Charge %or$ Notes: UNIFORM CHARGES Inventory Maintenance%on entire invoice 12.00% Chcge PrletlSadr Service Charge%on cutim involve 12.00% ame Emblem Company Emblem reparation Charge Oversize Charge Other Grade; Newt) AI) BI l 1 Customer's Initials 6 EXHIBIT A SCOPE&SCHEDULE OF WORK CO. 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H.sevrrsbwty. Harry v-1A mcfthM Ageemam i,dmarmmodmbe tmvad,dmtemammg even-dwp$aou hptor th —.immfidl Gres mid eMm 13.knrorermm fA."-1, Iatho¢y,d SoppllmLr.gpir-dm� d�od tndterprpt¢ot{M rally omdv lbm AD'mment,Co,rmnerryem thRLL-ddhlm moll athv.mmarN wbirhfrel¢,tbe t¢gwedm Pq,Ynil WSuppG.eeMof va aahnlmg. ddedl-a sedlmpreteatfag ill rigbta wdvihlt Agroenemt,iad.dl.gm.wnabm uellmiloa Cem,.tmmey,'!nsa■d mama The paella.tgu that theenbnefaroty rah with .PM 1. em Ibis Agr. ent AA Its th..—",hh],Suppltx's loam J.loeated CUSTOMER'S ACCEPI'ANC$: auPPl.iblt's AccSPr Nee: �bP1ar1 iy. s Bwikn'—?4er BY, BY 11 100 EACWVIY Ste 100 ( QUO tUaidn w /^ tYAriVq TITLE: TML.: {rj FORT WOR774,T1C,76102 DATE: DATE: l•_�L'�y 7