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HomeMy WebLinkAboutContract 52021 CITY SECRETARY CONTRACT NO. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through its duly authorized Assistant City Manager,and TEXAS UNDERGROUND,INC.("Vendor"),a Texas corporation, acting by and through its duly authorized representative, each individually referred to as a"party"and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule; 4. Exhibit C—Verification of Signature Authority Form;and 5. Exhibit D—Sole Source Justification Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits A,B, C, or D and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Vendor shall supply City with labor and parts to service,repair,maintain,and upgrade PipeHunter and Jeteye specialty equipment in the City's fleet ("Services"). Exhibit "A," - Scope of Services more specifically describes the Services to be provided hereunder. 2. TERM. This Agreement shall begin on March 9, 2019 ("Effective Date") and shall expire on September 30,2019("Expiration Date"),unless terminated earlier in accordance with this Agreement("initial Term"). Upon the expiration of the Initial Term,the Agreement shall renew automatically under the same terns and conditions for up to four(4)one-year renewal periods,beginning on October I"and ending on September 301("Renewal Term"),unless City or Vendor provides the other party with notice of non-renewal at least 60 days before the expiration of the initial Term or Renewal Term.. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform Services under this Agreement in accordance with the provisions of this Agreement and Exhibit "B,"— Price Schedule. Total payments made under this Agreement during the Initial Term shall not exceed $56,000.00. Total payments during any Renewal Term shall not exceed $96,000.00. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services.City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. Vakp$Mic,es Agmement Page 1 of 21 41Orcxas V nd,Inc. OFFICIAL RECORD �ypF Sip CITY SECRETARY �� FT. WORTH,TX 4. TERMINATION. 4.1. Written Notice, City or Vendor may terminate this 4greement at any time and for any reason by providing the other party with 30 days' written notice of temination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City wilt notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement.In the event Vendor has received access to City,Information or data as a requirement to perform services hereunder,Vendor shall return all City provide#data to City in a machine readable format or other format deemed acceptable to City. I 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosures of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. in the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor,for itself and its off ers,agents and employees,agrees that it shall treat all information provided to it by City("City Information") as confidential and shall not disclose any such information to a third party without the prior written 4pproval of City. 5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify, delete or otherwise corrupt City Information in any way.Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised,in which event,'Vendor shall,in good faith,use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect sirch City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this contract,or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records,including, but not limited to,all electronic records,of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct Vendor Services Agreement Page 2 of 21 Texas Underground,Tne. audits in compliance with the provisions of this section.City shall give Vendor reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subVendor. 8. LIABiidTV AND iNDE11INIFICA'TION. 8.1 LIABILITY- Y'ENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SER VANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION-VENDOR HEREBYCOVENANTSAND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROM AAID AGAINST ANYAND ALL CLAIMS OR LA WSUITS OF ANYKI.?VD OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor 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 shall not apply if City modifies or misuses the software and/or documentation.So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section,Vendor shall have the right to conduict 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 shall have the right to fully participate in any and all such settlement, Vendor Services Agreement Page 3 of 21 Texas Underground,Inc. negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor 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 shall 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, Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees to give Vendor 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 shall not eliminate Vendor'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, Vendor shall, 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 docs 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 Vendor terminate this Agreement,and refund all amounts paid to Vendor by City,subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of City.If City grants consent to an assignment,the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract, If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply.Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE, Vendor shall provide City with certificate(s)of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Insurance Limits (a) Commercial General Liability—Vendor shall r twin commercial general liability (CGL)and,if necessary,commercial umbroile ' nce as follows: $1,000,000 each occurrence $2,000,000 aggregate Ven w Services Agrcetuent Page 4 o f 21 Texas Underground,Inc. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Agreement. (i) City shall be included as an additional insured with all rights of defense under the CGL,using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to City. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy,unless City specifically approves such exclusions in writing. (ii) Vendor waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with Agreement. (b) Business Auto — Vendor shall maintain business auto liability and, if necessary, commercial umbrella liability insurance as follows: $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Such insurance shall cover liability arising out of"any auto", including owned,hired, and non-owned autos, when said vehicle is used in the course of this Agreement. If Vendor owns no vehicles,coverage for hired or non-owned is acceptable. Vendor waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by Vendor pursuant to this Agreement or under any applicable auto physical damage coverage. (c) Worker's Compensation — Vendor shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance as follows: Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease—policy limit $100,000 disease—each employee Vendor waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and Vendor Services Agreement Page 5 of 21 Texas Underground,Inc. employer's liability or commercial umbrella insurancF obtained by Vendor pursuant to this Agreement. (d) Professional Liability(Errors&Omissions)-igappropriate.Vendor shall maintain professional liability insurance as follows: $1,000,000-Each Claim Limit $1,000,000-Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for three(3)years following completion of services provided. The policy shall contain a retroactive date prior or equal to the Effective Date of the Agreement or the first date of services to be performed, whichever is earlier. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Insurance Requirements (a) Certificates of insurance evidencing that Vendor has obtained all required insurance shall be attached to this Agreement concurrent with its execution. Any failure to attach the required insurance docume�tation hereto shall not constitute a waiver of the insurance requirements. (b) Applicable policies shall be endorsed to name City as an Additional Insured thereon,subject to any defense provided by the policy,as its interests may appear. The term City shall include its employees,officers,officials.and agents as respects the contracted services. Applicable policies shall each be endorsed with a waiver of subrogation in favor of City with respect to this Agreement. (c) Certificates)of insurance shall document that ipsurance coverage limits specified in this Agreement are provided under applicable policies documented thereon. Vendor's insurance policy(s) shall be endorsed to provide that said insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loso recovery.Vendor's liability shall not be limited to the specified amounts of insur*nce required herein. (d) Other than worker's compensation insurance,in lieu of traditional insurance,City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. City must approve in writing any alternative coverage for it to be accepted. (e) A minimum of thirty (30) days' notice of cancellation or material change in coverage shal I be provided to City. A ten (10)days' notice shall be acceptable in the event of non-payment of premium. Vendor Services Agreement Page b of 21 Texas Underground,Inc. (f) Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VII or equivalent measure of financial strength and solvency. (g) Any deductible or self-insured retention in excess of 525,000 that would change or alter the requirements hercin is subject to approval in writing by City, if coverage is not provided on a first-dollar basis. City, at its sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to City. (h) In the course of the Agreement, Vendor shall report, in a timely manner,to City's Contract Compliance Manager any known loss or occurrence which could give rise to a liability claim or lawsuit or which could result in a properly loss. (i) City shall be entitled, upon its rcquest and without incurring expense, to review Vendor's insurance policies including endorsements thereto and, at City's discretion, Vendor may be required to provide proof of insurance premium payments. (j) Lines of coverage, other than Professional Liability, underwritten on a claims- made basis, shall contain a retroactive date coincident with or prior to the date of this Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. (k) Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from (late of commencement of the Project until final payment and termination of any coverage required to be maintained after final payments. (1) City shall not be responsible for the direct payment of any insurance premiums required by this Agreement. (m) Subcontractors of Vendor shall be required by Vendor to maintain the same or reasonably equivalent insurance coverage as required for Vendor. Upon City's request. Vendor shall provide City with documentation thereof. it. COMPLIANCE WiTH LAWS,ORDINANCES,RULES AND REGULATIONS, Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, Hiles and regulations and that any work it produces in connection with this Ai7reement will also comply with all applicable federal, state and local laws, ordinances, Hiles and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations,Vendor shall immediately desist from and correct the violation. 12. NON-DISCRiMINATION COVENANT. Vendor Services Agreement Page 7 of 21 Texas Underground,inc. Vendor, for itself,its personal representatives, assigns, subVeltdors and successors in interest,w part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder,it shall 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 VENDOR, ITS PERSONAL REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, itis 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 requgsted,addressed as follows: To CITY: To VENDOR: City of Fort Worth Texas Undergrou�bd Inc. Attn:Jesus J.Chapa,Assistant City Manager Title 200 Texas Street 508 Prairie St. Fort Worth,TX 76102-6314 Arlington,TX 76011 Facsimile:(817)392-8654 Facsimile:(832)$54-4232 With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor shall,during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor,any person who is or has been employed by the other during*term of this Agreement,without the prior written consent of the person's employer.Notwithstanding the(foregoing,this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. IS. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreementt City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitutd a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any skich right on any future occasion. Vendor SeMees Agreement Page 8 of 21 Texas Underground,Tnc. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action, whether real or asserted,at law or in equity, is brought pursuant to this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall 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, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification,or extension of this Agreement shall be binding upon a party hereto unless set forth in a wTitten instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT, This Agreement, including Exhibits A,B and C,contains the entire understanding and agreement between City and Vendor,their assigns and successors in interest,as to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. Vendor Services Agreement Page 9 of 21 Texas Underground,Inc. This Agreement may be executed in one or more countetpar-4 and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall tojether constitute one and the same instrument. 25. WARRANTY OF SERVICES, Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards.City must give written notice of any breach of this v�arranty Aithin thirty(30)days from the date that the services are completed. In such event, at Vendor's {option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or (b)refund the fees paid by City to Vendor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. City,upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, woik papers, procedures, guides, and documentation,created,published, displayed,and/or produced in conjunction with the services provided under this Agreement(collectively,"Work Producf). Further,City.sh�p be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception,creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work-grade-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such W6rk Product,or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right,title and in$erest in and to the Work Product, and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due,or rights of retention thereto on the part of City. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective parry,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 Vendor whose name, title and signature is affixed on Vendor Services Agreement Page 18 of 21 Texas Underground,Tnc. v the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9,documents filed with the state indicating such change, copy of the board of director's resolution approving the action,or an executed merger or acquisition agreement.Failure to provide the specified documentation so may adversely impact future invoice payments. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Vendor acknowledges that in accordance with Chapter 2270 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"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and(2)will not boycott Israel during the term of the contract, (signature page follows) Vencor Services Agreement Page I I of 21 Texas Underground,inc. IN WI 55 W EREOF, the parties hereto have executed this Agreement in multiples this _Q" Y of ,2019. ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I ackngwledge that I am the person responsible for the monitoring and administration of this contrast,including ensuring all performance and By. - reporting re uiremient . attic: Jesus J.Chaps Title: Assistant City Manager Date: y ---T By: N me: Alan Sh APPROVAL RECOMMENDED: Title: Sr.Administrative Services Manager By: APPROVED A$TO FORM AND LEGALITY: Ne: Ro er en bleS Ti4 ne: Int rim 'r erty Management Director By: _ Name: Richard A.McCracken ATTEST: Title: Assistant City Attorney ONTRACT THORILATION: F FORT' c` By. Alme: J.Kays r, Cy'p Title: City Secretary r '� j�.... VENDOR: Texas Undergro ,Inc. ATTEST: By: By: Name: Thomas K.Stoneman Name: Title: President Title: Date: j Vendor Services ALa-eement Page 12 of Texas Underground,Inc. OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX EXHIBIT A SCOPE OF SERVICES 1. SCOPE OF WORK 1.1 Vendor shall supply the City with labor and parts to service,repair,maintain,and upgrade Pipehunter and Jet Eye equipment in the City's fleet. 1.2 Vendor shall provide any warrantable repairs using OEM parts. 2. QUALITY OF SERVICE AND WORK 2.1 Vendor shall provide the City an acceptable level of service in terms of cost,time and workmanship. Upon return and inspection of services completed,PMDIFLEET personnel will notify Vendor if any issues regarding the services or parts are found to be unsatisfactory.Vendor will be given opportunity to correct.Failure of Vendor to correct services or parts to a satisfactory condition will be considered grounds for terminating any agreement between Vendor and the City. 2.3 Vendor will be required to perform the work using the most up to date and appropriate methods available for said work under industry standards.This includes,but is not limited to,all suitable repair equipment and parts to insure the satisfactory execution of any repair or installation. 2.4 Vendor will be required to provide documentation on their personnel authorized to perform work on City vehicles and equipment. This includes all certifications,such asthe National Institute for Automotive Service Excellence(ASE),that qualify them to perform said work. 2.5 Vendor must give the City priority service,as many City vehicles are utilized for public safety and emergency response.Expeditious turn-around is critical to City operations.However, additional fees for priority services are prohibited. 3. ORDERED SERVICES 3.1 The City is only obligated to pay for services actually ordered by an authorized City employee and then received and accepted as required by the City. 4. PARTS 4.1 All parts utilized in repairs,replacements or installations on City vehicles and equipment must be new unless otherwise requested by PMD/FLEET personnel.Any rebuilt or remanufactured parts must be approved in writing by City PMDIFLEET personnel prior to being utilized by a vendor. 4.2 The Vendor warrants andior guarantees all work and products supplied under this Agreement against any defects in design,workmanship,materials and failure to operate satisfactorily.Each product shall be constructed to the highest standards.Products manufactured of poor workmanship will not be accepted. Vendor Services Agreement Page 13 of 21 Texas Underground,Inc. 5. ESTIMATES 5.1 Vendor will be required to provide written estimates to City PMD/FLEET personnel before the start of any work.The estimates may be emailed to the PMD/FjLEET employec(s)and/or PMD/FLEET shop location who requested the services to be completed. 5.2 Estimates must be approved and authorized by City PMD/FLEET personnel in writing(email,fax or written)prior to work being performed. 5.3 Original invoices submitted to the City for work performed cannot be greater than initial estimate provided unless approved by City PMD/FLEET in writing. If during the course of the originally estimated repairs,it is noted that further repairs will be needed,a revised estimate must be prepared by Vendor for the additional work. 5.4 If City vehicle or equipment is serviced by a Vendor for warranty work,an estimate provided by the Vendor to the City shall state`Warranty Service'. 5.5 All estimates provided by vendors will be quoted on a `time anti materials'basis,adherence to the agreed upon contract rate(s)and itemized to illustrate the cost of each of the following,if applicable to the service or work performed: 5.5.1 Cost of part(s)to be installed. 5.5.2 Cost of labor to perform repair and/or installation; itettitized by labor hours except when estimated as a turnkey project/job. 5.5.3 Inspection/Diagnostic fees. 5.5.4 Shop fees 5.5.5 Environmental/Hazardous disposal material fees 5.5.6 Extended warranties,if optioned. 5.5.7 Transportation fees,if any, for pick-up or delivery. 5.6 Shop fees,miscellaneous fees or unspecified costs may not be charged to the City unless approved and authorized by PMD/FLEET Contract Complianceand Vendor states on their submittal. 6. INVOICES 6.1. It is the responsibility of the Vendor to get the name of the resppnsible person,telephone numbers and address of the department at the time the service i$requested.The requesting department is required to issue a purchase order number to the Vendor during this process. 6.2. A property prepared invoice shall be computer printed and shah include the Vendor's name and federal tax-identification number,invoice:number,address,dato,service or item description,unit price,extended cost,City issued purchase order and release number.The invoice shall also include the vehicle identification number of the vehicle servicc4. Incomplete or inaccurate invoices may result in delayed payments,as they shall be returned to the Supplier for correction and re-submittal.All height will be F.O.B.Fort Worth.The City of Fort Worth will not pay shipping costs,off-loading or handling charges associated with orders. Vendor Services Agreement Page 14 of 21 Texas Underground,Inc. 6.3. Invoices shall be paid in accordance with State law. Payments will be made on a Net 30 Days basis from date invoice is received. 6.4. The Vendor should submit all invoices via emailed to City of Fort Worth,Fleet Division at: ESD ContractCompliancelnvoicinL*(a)foi-twotthtexas.i!o_v(preferred)or mailed to 4100 Columbus Trail.Texas. 76115. Vendor Services Agreement Page 15 of 21 Texas Underground.Inc. EXHIBIT B PRICE SCHEDULE 3 Ocaober 2012 cuy Of Fart ti artb Acta: Demme Gaacia Gily of Frith waft PC)17- &I 59 L kbK Fe—In Shop$105.iD 2, bbu raft—In Fidd 3119.Da+Twd Time J. Iat Ela lobar rate—same xs abm 4. fteMnwParts DiKvztIF%ai?fMam rer'sl Rice 3. Bat Eya Pam 1bscm W 104►affMamkfbMwi r°a Lw Pdce Rub pumbe lua Pests i 5etaice 1i6seagat Testas Undagnamd.br. M PbWa St_Ar)ftMm TX 7dOl 1 Mobt7e: 281-792-0543 Dimt 281-8104117 L"A-. 214-951.7899 Fim, 832-5544232 TaU Foe:NO.373,-1.318 q*u 2 T61T fii0elf Fltratl+r ttl�Qf. 1.aM.373.1318 td Rat 201-4"I�On: I 1 t Fi[ Vendor Services Agreement Page 16 of 21 Texas Underground,Inc. EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY TEXAS UNDERGROUND,INC. 508 PRAIRIE ST. ARLINGTON,TX 76011 Execution of this Signature Verification Form(,`Form'')hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,resolution, ordinance or other authorization of Vendor.City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor Rill submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: &04 fVW*- n_ Position: � �S4wi'ci�. � rn'(t 40 Sigzyaiturc 2. Name: Position: Signature 3. Name: Position: Signature Name: signature-0-tkawffent I CEO t)ther Title: Date: Vendor&%viabs Agraenwia Prue 17 of 21 Tem Underground,Inc. T E X A S UNDERGROUND 12 December 2018 Texas Underground, Inc. 508 Prairie St Arlington,TX 76011 This letter is to confirm that Texas Underground,Inc. (D.B.A.Underground, Inc.)is the sole manufacturer and creator of Pipehunter jetter equipment and it's components and Jeteye camera systems and it's components. Texas Underground, Inc. is the sole source for parts end repair service for Pipehunter jetters in the State of Texas. There are no other authorized distributors for parts and/or service of Pipehunter jetters in the State of Texas. In addition, authorized distributors outside of the State of Texas may not provide parts or repair services to customers located in the }State of Texas. If you need parts and/or service, please contact one of our repair centers located at: Dallas Service Center Houst n Production&Service Center 508 Prairie St. 1617 Garden Road Arlington,TX 76011 Pearland,TX 77581 Blake Pemberton Stan Stoneman blake@pipehunter.com stan(&pipehunter.com Toll: 1(800)373-1318 X 201 Toll: 1(800)373-1318 X 206 Office: 214-951-7899 Office:281-485-9900 Fax: 832-554-4232 Fax: 832-554-4232 Sincerely, Blake Pemberton Sales/Service Manager Texas Underground Inc. 508 Prairie St. Arlington,TX 76011 Direct: 281-810-4117 Mobile: 281-782-0543 Signed: vw(t wi&ri?.ow Blake Pemberton Date: 28 February 2019 Texas Underground,Inc.—1617 Garden Rd.,Pearland TX,77581—www.texasundergroundinc.com 800.373.1318 toll free-281.485.9900 local-281.485.5953 tax- ales@pipehunter.com FORT Purchasing Divhdoo City of Fort Worth SOLE SOURCE PROCUREMENT JUSTIFICATION Purpose This form mug seoo mpeay all sole sauroe purchase requests for egisipment,cmrstittctkw%,supplies or services when the purchase is for mom than$3,000.00.This form is not needed when the purchase is for a professional services contract.The purpose of the sok source proctu meet justification is to demonstrate that the comped ive process is not required because only one product or service can meet the specific meed of the City of Fort Worth("City').A sok source procurement may not be used to circumvent the Cityts normal pwehasiag procedures or for a prieo-based justilmMm.Accaltance of the sole source prodiustiftoxtion is at the discretion of the Purchasing Division Manager or his designee. Certification My signature below oertif es that I am aware that state and federal procurement statutes v4 regulations regWre that procurements of a cettain amount made by goverment entities must be wave itiveiy bid unless the pir dhaw qualifies as an exempticm to the competitive bidding roquirements.I am noWining this sole souuroo procurement based on the information provided in the Justification section below.The information is complete,accurate and basad on my professional judgment and Investigations,I also eectify than this purchase will not violate Section 2-238 of the CtA Ethics Code. Requesting Department: ftMM M ftegthested by[printed name]. I . Signature: Recommended by[printed name]: i 0*sv—VtA&eUC5t— ... Department Director signattare: Telephone numberST ? Z87 .._ Date: Vendor Services Agreentent Page 19 of 21 Texas Underground,Tnc. is"feoation 1. Describe the podwgs)or mvico(s)yeatr depernnent wishas to pogo-provide vends name, ufa manctura,model number an&a pno is dwAption id"dlying Are s)at seuvio(s). PipdAwAr and leteye:heavy-duty,aff-tord and s)tWty equipment YaCcles. Texan Underpu rid Inc. 5081Yairie St ArSagton,TX 76011 Phone:281-8104117 2.Purport,provide a brief dmeaptiem of wky the producG)cc aary*)is required. PipcHun cr,and tesa*e am medium to heavy-duty,off-mad and sprain equipcmaet ourtentiy in the e CFw FiaL Texas Undergrotmd is r&S&d m repair,rasintain,saviee said install any malfkadiming pwok replace obsatate paha,damaged aduchmmrts,or to enhance the capabilities and fife of the multiple mics in the CFV Fleet,as well as fixture acgtwidonx. 3. 17esoribe)our trawts to identify other vendors-aada sfiows,inwroo search,vendor eatafogttes. Provide product and mom information for other p mdmcta,swviceaattivetders ewlmted.(A grnto is not required,simply anauglt information to snow the availabi"arava"Ay of other sourcoa.) The ITEM has established Sole So rm aV emests fame service,repair,makdoweooe and up6tdng of their pc &wA sown n the g►obr—The OEM e:mams aU auboaiaod lici8tias=*that technicians are highly profheientand dcaTlad in the an std witietenar"cf their produc h%therefaa,they limit the number of f4cilities audu rized to,work om their emits.Unauthatized companies performing repairs could pot"tlly jeopmdire the warraw)e on the p wdmras. 4. junificatiow a. Ide ri ify ahc ret mmo)why ober ver dont,prodaca,orsenriaes asm prating is ibismarket do tat rues the City's needs or spe wis. The prcdud(s)or servfex(s)is available from only ane somw because of patents,copyd&%, secret processes,or ri aral mrmopdic& _� The pradu�(a)is a captive replacement pri(a)to e�o�)to existing ageapnettit. The dol lar value of the odstiryl equipaw a is appooximrtely S 1,L)o traits QUM SM 000 f5 units EiMHURIOLJefta _x Use of other than Orilod Fqugna t Manmfaetura parte jeoparefuoas the wensanty or cosy result in egetipmemt mat flmct)onirhg to the level f3ictoty aperaErcatiora. Authorized factat}•so-vim is available from achy one costae.. x, Nhiaemance for fieexkft product:is only available fkara one source. b. Attach ►tion la Ar Som the man afacUm or ongiwaor e>it the product or service. Vendor Services Agreement Page 20 of 21 Texas Underground,Tnc. S.Vlrill this ptuciuwe limit tho ability of other vendors to compete on tint we pm Ansel for eupplies,upgrades, or replacements? If 9%bow? No,unleaa the deportment who owns dw equip meaUvehioie chooses to standardize on a eole or limited variety of products from a ammufacturrar.This is a service mahttenance oorntract for adsting emits in fleet. 6. Will this pumbaeae obligate the City to future purchases,for exaWle,maiatosnam*or limse(s)?If so,. *hat future pesduses will be[t+phd? If rho department utilising the equipmontivehicle chooses to s xWerdixt on a sole or limited variety of pmdwm from a tasnufacxu er then service facilities will be limited to those OEMs.In regards to licenses, the City will be obligated to acquire the fatum software upgrades for the equipment diagnostic and training so#lwm whiob is industry standard. Standardisation of 'make". Has multiple benefits for the CiM Including savings on parts and consolidated training for operation and msiutenance. 7.What will happen if the city does not ptttrdrsse the requested products)or service(s)floom this vendor? The City talcs mrllifying the warranty an expensive equipmern/vehieles in addition to not being able to have?les units rquked for active oapeeatlous,wblch Wude potandally critical public safety iaeideets.Additionally,the rias:greatly homoses if the units malfunction and sown to the authorized parts or servient are not available. Purchasing Division Cotument e RayevSmio r BuyaM pervisor• Acte: Approval PURCHASING DIVISION: Sole Source Procurement approved: t Yes Na Signature of Purchasing Division Managersj36'.. Printed Name: Vendor Services Agreement Page 21 of 21 Texas Underground,Tnc. UNDER-6 OP ID:CV ACORa CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) �+ 0511412018 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 endorsements. PRODUCER CONTAC BROWN&BROWN OF FLORIDA INC NAME; Matthew Seese 14900 NW 79th Court Suite#200 ff�NQ EM;305-714-4400 _ _iLc NeL305-714-4401 Miami Lakes,FL 33018-5689 EADDRES$_:- INSURER�SIAFFORDIlGCOVERAGE _—_NAS __.. Matthew Seese _...... SURER A: Fire Ins Co 19682 INSURED Texas Underground,Inc. INSURERB:*Trumbull_Insurance Company -___ 27120 Diane McMillian `—-�� PO Box 2729 INSURER C: Hanford Casualty Co _ _)29424 ------------ _.. Pearland,TX 77588 IIaURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN5RT � POLICY EFF P iCY EXP ---^�—� TR` TYPE OF INSURANCE Iwyn POLICYNUMBER LIMITS A lxCOMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE FX OCCUR i21UUNOK9016 05/14/2018 08114!2019 DAMAGE 10 PREMISES RENT ce S ED 300,00 ._.� ..^(.... I__..__ MED EXP{Any one person).-- S--_-- -- 10,00 PERSONAL 6 ADV INJURY 1$ 1,000,00 I GENT AGGREGATE LIMIT APPLIES PER: i i GENERAL AGGREGATE i S 2,000,00 _ { ( S — 000�L f E20, EJCT LOC PRODUCTS•COMPOP AGG100OTHER: Emp Ben. , , AUTOMOBILE UABIU'rY I (Ea ecclderN)I I I S 1,000,00 B X ANY AUTO 21 UUNOK9016 05/1412018 04/14/2019 BODILY INJURY(Per person) SCHEDULE s ALL OW NED BODILY INJURY(Per aodtlent) AUTOS AUTOS NON-OWNED i i `PROP�A 1l�6A42i€ j �— - HIRED AUTOSPer accid AUTOS J ent 7$ - X�UMBRELLA LU1B X OCCUR EACH OCCURRENCE S — 4rQ�r0O C EXCEBSUAB 21HHUOK9017 05/14/2018 04114/2019 AGGREGATE 5 4,000,00 ._.—_� s OED l X RETENTION S 10,000 WMERSCOMPENSATION STATUTE i ER AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE E.L.EACH ACCIDENT _ 5 OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) ISEASE•EA_EMPLOYE 5 Ir yes,dead be under t{� DESCRIPTION OF OPERATION below E E.L.DISEASE•POLICY LIMIT .S B iGaragekeepers Laga l 21UUNOK9016 10611412081 0411412019 Comp 300,0010 11 ! Con 300,00 i DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Addldonsl Ramerha Schedule,may be allwMd It mon%sate Is rewAmd) The policy provides additional insured status to City of Fort Worth only when there s a written contract subject to policy conditions,exclusions& ondorsements CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THII ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION OATE THEREOF, NOTICE WILL BE DELIVERED IN City of Fort Worth ACCORDANCE WITH THE POLICY PROVISIONS. 1000 Throckmorton St Fort worth,TX 76102 AUTHORIZED REPRESENTATIVE Brown and Brown of Florida,Inc. ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD ��.�e DATE IMMIDOWM AC~•/R CERTIFICATE OF LIABILITY INSURANCE 02/28/2019 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: M the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endoreement. A statement on this certificate does not confer rights to the certificate holder In Ileu of such endorsemen a. PRODUCER NAME, CESAR AVENA TEE&GEE UNDERWRITING MANAGERS,LP IAtC-OmPH°"E 210-496-7827 FA Ne:210-498-7828 8131 LBJ FREEWAY e-MAR Ja: SUITE 750 VNSURER(J)AFFOROM COVERAGE I I MAIC J DALLAS TX 75251 u1SURER�_:SERVICE LLOYDS INSURANCE COMPANY 43389 .... .._-._ -_ ____.........__....._.. .__. ._ f INSURED INJURER 6 LONE STAR PEO, INC. ___ ___—_. _—___._.__._"_._. _�----- _. 14802 JONES MALTSBERGER RIJINRERc:- - BUILDING 2,SUITE 201 INJURER E: ' SAN ANTONIO,TX 78247 INSURER F: COVERAGES CERTIFICATE NUMBER: 8 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. _.....— --— _ ._..__ _ LTR TYPE OF INSURANCE INSD iA POLICY NUMBER POLICY EFF POLICY fiXF LIMITS COMMERCUL GENERAL LIABILITY EACH OCCURRENCE S DAMAGE TO RENTED .CWMSMADE OCCUR j _PREMISES,(g�ocyprteace).....- MED EXP(Any one S 1 PERSONAL J ADV INJURY__ S I GENT AGGREGATE LIMB APPLIES P6t: i '': GENERAL AGGREGATE /S J POLICY L-1 TEa LOC PRODUCTS _COMPIOP AGO_ _ S _ I OTHER, S AUTOMOBILE LIABILITY I i Cee m IN IMIS ANY AUTO ( BODILY INJURY(Per pwm) S — AUTOS ONLY SCHEDULED CHED � $ OVM i i BODILY INJURY(Per sad") AUTOS HIRED NON•OVWED 0060ERTY DAMAGE .............—..._...__-- AUTOSONLY AUTOS ONLY S S UMBRELLA LIAR OCCUR ' EACH OCCURRENCE S EXCESS LUAB CLAIMS-MADE I AGGREGATE 1-1 DED RETENTION$ I I $ INORNERJ COMPENSATION ' H' AND EMPLOYERS'LIABI ITY I j ! X STATUTE ER Y!N A Y WC0097037-2018A 4/1/18 4/1/19 E:L.EACHACCIDENT S_r 1,000000. InTORIPARTNER/EXECUTIVE ; "E,L DISEASE•EA EMPLOYEE $_. 1,000,000_ OFFICERO:fEMBER EXCLUDEO� N t A I '-"""" '""" R Meed deacnbe under "._--......._____..._.____....._._...-_.._. DESCRIPTION OF OPERATIONS below I E.L.DISEASE•POLICY LIMIT S 1 000 000 I DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES(ACORD 101,Addlilo l Rem rM Jchiduie,mey be attecMd If mon epece In required) ALTERNATE EMPLOYER,TEXAS UNDERGROUND, INC.,IS PROVIDED WORKERS'COMPENSATION COVERAGE ONLY FOR EMPLOYEES PROPERLY ENROLLED AND ASSIGNED TO LONE STAR PEO,INC.PURSUANT TO THE CLIENT SERVICES AGREEMENT BETWEEN TEXAS UNDERGROUND,INC.AND LONE STAR PEO,INC. BLANKET WAIVER OF SUBROGATION APPLIES AS DEFINED BY THE ATTACHED ENDORSEMENT. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF FORT WORTH THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1001 THROCKMORTON FORT WORTH,TX 76012 AUTHORQED REPRESENTATIVE 019SO-2015 ACORD CORPORATION. A)1 rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed.6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A.of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone noir named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization: Texas Operations ( X ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2 Operations: 3. Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising oot of the operations described. 4. Advance Premium: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 4/1/2018 12:01 AM Policy No. WC0097037-2018A Endorsement No. 0 Insured Lone Star PEO,Inc. Insurance Company Countersigned by Service Lloyds Insurance Company