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HomeMy WebLinkAboutContract 51993 CITY SECRETARY CONTRACT NO. 5 9 93 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality ("City"), and Rainfall Supply Incorporated, authorized to do business in Texas ("Consultant") for a PROJECT generally described as: Professional Services for Upgrade of Flood Warning System to ALERT2. Article I Scope of Services (1) Consultant hereby agrees to perform the professional services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with Professional Services for Upgrade of Flood Warning System to ALERT2. (2) Additional services, if any, will be requested in writing by the City. City shall not pay for any work performed by Consultant or its subconsultants, subcontractors and/or suppliers that has not been ordered in writing. It is specifically agreed that Consultant shall not be compensated for any alleged additional work resulting from oral orders of any person.- Article II Compensation Consultant shall be compensated an amount up to $100,000.00 in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A". The Consultant shall provide monthly invoices to the City. Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by City of Consultant's invoice for payment of same. Acceptance by Consultant of said payment shall operate as and shall release the City from all claims or liabilities under this Agreement for anything related to, done, or furnished in connection with the services for which payment is made, including any act or omission of the City in connection with such services. Article III Term Unless terminated pursuant to Article VIII herein, this Agreement shall be for a term beginning on the effective date, as described below, and shall continue until the expiration the funds or completion of the subject matter contemplated herein. Unless specifically ��ty of,Fort Worth,Texas vo toridard Agreement for Professional Services G\C S C -ag 1 1 no 18te:11.07.17 amended, this contract will expire five years from the original effective date. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of the work to be performed hereunder and of all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondeat superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. Article V Professional Competence and Indemnification (1) Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approval by the City shall not constitute or be deemed to be a release of the responsibility and liability of -Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. (2) THE CONSULTANT, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY CONSULTANT'S BREACH OF(i) ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITr OR SUBCONTRACTORS, RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. _ Article VI Insurance (1) Consultant shall not commence work under this Agreement until it has obtained City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 2 of 18 all insurance required under this Article and the City has approved such insurance, nor shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City; provided, however, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee (2) Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant's insurance policies. b. Certificates of insurance shall be attached to this Agreement prior to its execution. c. Any failure on part of the City to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements specified herein. d. Each insurance policy shall be endorsed to provide the City a minimum thirty days notice of cancellation, non-renewal, and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of non-payment of premium. e. 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. f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 3 of 18 insurance pools or risk retention groups. The City must approve in writing any alternative coverage. g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. h. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. i. Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. j. In the course of the Agreement, Consultant shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. k. Consultant's liability shall not be limited to the specified amounts of insurance required herein. I. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. Article VII Transfer or Assignment City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. Article Vill Termination of Contract (1) a. City may terminate this Agreement for its convenience on 30 days' written notice to Consultant. b. Either the City or the Consultant, for cause, may terminate this Agreement if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days' written notice or thereafter fails to diligently complete the correction. (2) If City chooses to terminate this Agreement, upon receipt of notice of termination, Consultant shall discontinue services rendered up to the date of such termination City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 4 of 18 and City shall compensate Consultant based upon calculations in Article II of this Agreement and Exhibit "B" attached hereto and incorporated herein. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by the City, its officers, agents, employees,` consultants, or contractors, or prepared by Consultant, shall be or become the property of the City, and shall be furnished to the City prior to or at the time such services are completed, or upon termination or expiration of this Agreement. Article IX Right to Audit (1) Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary 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 Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting consultant agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such sub-consultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all sub-consultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any sub-consultant reasonable advance notice of intended audit. (3) Consultant and sub-consultants agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. Article X Minority Business and Small Business Enterprise (MBE)(SBE) Participation In accordance with the City's Business Diversity goals (Chapter 20, Article X of the City's Code of Ordinances a/k/a Ordinance No. 20020-12-2011, as amended), the City has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Consultant acknowledges the MBE and SBE goals established for this Agreement and its accepted written commitment to MBE and SBE participation. Any City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 5 of 18 misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. Article XI Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. Article XII Immigration Nationality Act Consultant 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, Consultant shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant 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 Consultant employee who is not legally eligible to perform such services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Consultant, shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. Article XIII Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of 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. This Agreement shall be construed in accordance with the laws of the State of Texas. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 6 of 18 Article XIV Contract Construction The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. Article XV Severability The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XVI Notices Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand-delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Ranjan S. Muttiah Stormwater Division, Transportation & Public Works 1000 Throckmorton Street Fort Worth, Texas 76103 Consultant: Rainfall Supply Incorporated Attn: Don Van Wie 206 Hazelwood Drive Nederland, CO 80466 Article XVII Prohibition On Contracts With Companies Boycotting Israel Consultant 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 City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:11.07.17 Page 7 of 18 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, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. Article XVIII Headings The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement Article XIX Attachments, Schedules and Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this Agreement: Attachment A- Scope of Services Attachment B — Compensation Attachment C -Amendments to Standard Agreement for Engineering Services Attachment D - Project Schedule Attachment E - Location Map Signature Page and Attachments follow City of Fort Worth,Texas ` Standard Agreement for Professional Services Revision Date:11.07.17 Page 8 of 18 r Duly executed by each party's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY: BY: CITY OF FORT WORTH CONSULTANT Rainfall Sup�Ilnrporate Don Van Wie Susa ,Alanis President Assisfa Cj Manager Date: Date: :311 A V L RECO MEN ED: By: v/StevL Cooke Interim Director Transportation and Public Works Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting Form 1295: NA -quirrsments. _ M&C No.:NA anjan S. Muttiah M&C Date:NA Senior Professional Engineer OF �oRr APPROVED PRROVE AS TO FORM AND LEGALITY ATTEST: ��;:� '•• By: ouglas W. Black Mary J. Kay r �. Assistant City Attorney City Sec_reta OFFICIAL RECORD City of Fort Worth,Texas Standard Agreement for Professional Services CITY SECRETARY Revision Date:11.07A7 Page 9 of 18 FT. WORTH,TX Attachment A Scope of Services 1). PREFACE The purpose of this contract is to engage a CONSULTANT to provide professional services for upgrade of the City's Flood Warning System from ALERT to ALERT2. This contract, for not more than $100,000.00, is an Indefinite Delivery/Indefinite Quantity (Task Order) contract. The scope set forth herein defines the work to be performed by the CONSULTANT. 2). OBJECTIVES The overall objective of this contract is for CITY to procure and CONSULTANT to provide relevant expertise concerning the implementation of ALERT2 technology and the conversion of the existing HWWS. Consultant will provide guidance on the appropriate system architecture, site design criteria and best practices to apply as CFW continues to develop its flood warning network. Within this objective, CONSULTANT will assist with tasks that include: • Evaluate technical alternatives and recommend a general design and architectural framework for an ALERT2-based HWWS. Recommendations shall be adequately researched and tested to permit CFW to seek a solution that is technically sound, cost-effective and conforms with ALERT2 best practices. • Establish general criteria and site-specific guidelines for the rehabilitation of HWWS sites. • Assist with procurement of equipment and installation services, which may include: development of specifications, coordination with vendors, and assistance during installations. • Obtain, correct and/or update FCC licenses that are required to operate the weather monitoring and HWWS network in its new configuration. • Evaluate A2 weather station performance, assist with additional sensors and support completion of the network. • Provide on-going support for the ALERT2 network, both existing and planned, to include: staff training, development of system operating and maintenance procedures, meeting additional monitoring needs, completion of repeater and receiving sites, and issues related to ALERT2 data storage, access and analytics. • Other tasks jointly negotiated between consultant and city project manager for the improvement of the flood warning system. 3). WORK TO BE PERFORMED Scope of Work, Deliverables, Compensation, and Schedule are to be negotiated for each individual Task Order separately. Task Orders will be documented on a Task Attachment A Order authorization form, and a blank sample is provided in Exhibit 2 to this Attachment. Authorization to proceed is given by signatures of the City's Project Manager and Consultant. Compensation is based on time and materials using the rate sheet provided as Attachment B in the contract. Rainfall Supply Incorporated commits to providing timely services to the City of Fort Worth for tasks generally scheduled in Attachment D. It is understood that the City wishes to convert the current ALERT based flasher network to the ALERT2 network by September, 2020. Rainfall Supply Incorporated understands its likely role in all components of this schedule. Rainfall Supply Incorporated commits to the following task order processing time line: - Time to process and approve task orders: within 7 business days - Tasks requiring telephone, email consultations: within 1 business day - Tasks requiring personnel "on the ground" in Fort Worth: This will vary significantly with each task order. Rainfall Supply Inc. commits to meet the time requirements of each task order that have been agreed to by both parties. Attachment A Task Order# Contract No. Provide On-Site Services Pertaining to the Flood Warning System Rainfall Supply Incorporated and City of Fort Worth, Stormwater Management Date: Objectives [Sample Text] The purpose of this task authorization is to permit execution of the following work related to the Flood Warning System: 1. Relocate the ... 2. Install a new ... Methods [Sample Text] These tasks will be accomplished in one 3 day on-site visit...In advance, Consultant will prepare a... Deliverables [Sample Text] In addition to the completed installation, as-built diagrams will be submitted for each installation... A post-trip report will be submitted, including materials presented and a summary key actions, discussions and decisions. Cost and Schedule [Sample Text] The effort will entail an estimated 3-day trip to Fort Worth area, 18 hours of on-site effort and no more than 28 hours of related preparation and reporting. All work will be completed by_/_/ at the established rates. Estimated travel, lodging and per diem: Estimated time charges: Other costs Total Cost Not To Exceed: Approval City of Fort Worth Date: Rainfall Supply Incorporated Date Attachment A Attachment B Compensation The Labor Rate matrix shown below represents the billing rates that will be used for the Task Orders. The cost for each task order will be based on the negotiated hours applied from each labor classification to the rate shown for that classification. These rates apply to all that work on the project whether from the prime organization or a sub-consultant. There will be no Prime markup of sub- consultant rates that are billed. These rates include the base rate as well as fringe benefits and overhead. Labor Classification Firm 2019 Rate 2020 Rate $ Project Manager, Don Van Wie $135 $140 Attachment B Other Direct Costs (ODC): For each Task Order, ODC costs will be estimated based on the defined scope of services. These ODC costs will be included in the not-to-exceed cost for each task order. No mark-up will be applied to the ODCs. Reimbursements for these will be in accordance with current Texas State travel policies and related requirements. Examples (but not limited to) of ODCs are: • Commercial Air Travel Lodging Meals & Incidentals • Ground Transportation (Rental vehicle, mileage, tolls, parking, etc.) • Identified and approved materials for task completion I. Method of Payment _ Prior to approval of task order, CONSULTANT shall provide a quote to the City's Project Manager. The Project Manager will request a Purchase Order upon approval of a Purchase Request Form. Invoices (sample included as Exhibit 1 to this Attachment) will be submitted no more frequently than monthly for services rendered since the last billing was made. A single invoice will include all billable items (including sub-consultant billings). Payment will be authorized upon City certification that work has been performed. II. Progress Reports Accompanying each Invoice will be a progress report describing all activities underway as well as those completed since the project began. This report will include timelines showing critical dates and milestones. It will also provide a breakdown of costs incurred and encumbered for the project. An example of budget/task costs breakdown and tracking is included as Exhibit 2 to this Attachment. Attachment B Rainfall Supply Incorporated INVOICE 180824 8/24/18 City of Fort Worth Stormwater TO: Management Attn: Dr. Ranjan Muttiah 1010 Throckmorton St. Fort Worth TX 76102 Remit To: Rainfall Supply Inc. Don Van Wie 206 Hazelwood Drive Nederland CO 80466 Project Reference: CFW HWWS Payment Terms: Net 30 days Date Unit Description Unit Price Total CFW Time 8/8/2018 5.00 Travel xxx $xxx On-Site effort: Logistics, Installation, 8/9-8/21 125.00 Configurafion,Software: 20 Sites, Bridge xxx $xxx Rx 8/22/2018 7.50 Travel xxx $xxx Expense 7/30/2018 1.00 Southwest Airlines DAL-DEN Change xxx $xxx see attached receipts TOTAL $xxx Attachment B Attachment C Amendments 1) Article VI.(2). g., does not apply since CONSULTANT has no employees beyond its President/Project Manager. City of Fort Worth—Rainfall Supply Incorporated Attachment C Amendments Attachment D Schedule Rainfall Supply Incorporated 2019 2020 Task Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Evaluate A2 Control Methods HWWS Functional Requirements ` Testing,Proof of Concepts Specifications, Bid Prep Assistance FCC Licensing A2 Wx Net Mods/Completion7-777 M installation support General Support Tasks ' .,. City of Fort Worth—Rainfall Supply Incorporated Attachment D Schedule Attachment E Certificates of Insurance CERTIFICATE OF LIABILITY INSURANCE CERTIFICATE` THIS EDO IS NOT UEDAFF AS A IVELY R NEGA INFORMATION i EXTENDAND CONFERS NO RXE COVTS ERON AGE AFFORDED By EP.LIHOLDER.TXIS a ISE0.TI THIS GOESNOTTE OfIATVELTORNES NOT COAMENU.EAC ORALTERTXECOVERAGEAFFORUREBY ENEHOFU & RELOW.TXIS CERTIFICATE OF R.AND T E C NOT TE HOLDUTE P CONTRACT BETWEEN ME 159U0NG INSURER(91,AUTX00.12FJ1 REPRESENTATIVE OR PRODUCER.AND THE CERTIFICATE XOLDF.R IMP(IRTANT:XMe cerlif to Ndtler is an ADDITIONAL INSURED,IM PWlryies)must Xave ADDITIONAL INSURED PmM—Rr Le mf,.d. If SUXROGPTION IS WANED,wOJRM 10IM terms aM cmRXiMs of Me pdky,rerlaln Mllcka may reyuhe w enMraemeM.P Malm,len,on IN,eMlXcale Oces nIN confer sgms to IXe cMI.—XPIOer In NeU d wcM1 en0orsemeMlEt. S0?JE t�rtlNtiNeINFIaO LID cove COIERAGES uer.,� .rviccs. c I EFTIFI—HUM—9 REVISION NUMBER: nMf'..nBO�E cOR THE P""R"" NOtt.1TtiTANNI.G 4Nr REOURE ENT T—OR CO'm Ory IAHI _ EIC USIGN9l,.ND rota VSUCIIPWt,Et{LR.IITSSHTv.vAwRceSVEUEEF'fnEWCEUB PnIOC�WMS LI 'ssUwcc,Tou_nr_T_RM.., T ox� Y SbNPKI vE OI 0 1 x CP.IPLI,NE m I ; P ' Y `,, t,nlh Nawsm I I A=Ranian S.Muttlah CERTIFICATE HOLDER CANCELLATION u+Th":sin.TPTe ruwe0 aansseN.+,Na Iai Tmumm�yw smm vu;w„�,rx+Ela: MaI....dy MPxrifi:tt-4�% C 1996201E ACORO CORPORATION.Ail rights rcaervaA. ACORD 2E(20-31 T0a ACORD R—aM k0n arc nglwase0 rrorkn If ACORD City of Fort Worth—Rainfall Supply Incorporated Attachment E Insurance