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HomeMy WebLinkAboutContract 54730 City Secretary Contract No. ; RECEIVED WORTHOCT 19 2020 FORT C1TY OF FORT WORTH CITYSECRnARY 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 and Dalworth Lighting and Electrical Services,LLC("Vendor"),a Limited Liability Company,each individually referred to as a "party"and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents will include the following: 1. This Vendor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule; and 4. Exhibit C—Verification of Signature Authority Form. Exhibits A, B and C,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 or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement will control. 1. Scope of Services. Vendor will update and restore software used to control interior and exterior lighting at the Meacham Administration Building as well provide annual preventative maintenance on the lighting system if needed. Exhibit"A,"- Scope of Services more specifically describes the services to be provided hereunder. 2. Term. This Agreement will begin on October 1, 2020 ("Effective Date") and will expire on September 30th,2021 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under.the same terms and conditions,for up to four(4)one-year renewal options. 3. Compensation. City will pay Vendor an amount not to exceed Seventeen Thousand Six Hundred dollars($17,600.00),for either the Initial Term or any renewal term thereafter,in accordance with the provisions of this Agreement and Exhibit "B," Payment Schedule, which is attached hereto and incorporated herein for all purposes. Vendor will not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. City agrees to pay all invoices of Vendor within thirty (30)days of receipt of such invoice. OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX Vendor Services Agreement Page 1 of 15 City Secretary Contract No. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 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 will notify Vendor of such occurrence and this Agreement will 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 will pay Vendor for services actually rendered up to the effective date of termination and Vendor will 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 will 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 will return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure 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. hnthe event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make frill disclosure to City in writing. 5.2 Confidential hnformation.Vendor,for itself and its officers,agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. 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. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. 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. 5.3 Unauthorized Access. Vendor will store and maintain City hnformation in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.Vendor will notify City immediately if the security or integrity of any City hnformation has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from fu-ther unauthorized disclosure. Vendor Services Agreement Page 2 of 15 City Secretary Contract No. 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3)years after final payment under this Agreement, 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 will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will 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 will 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, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superior will 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 will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will 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 will be entitled to any employment benefits from City. Vendor will 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. Liability and Indemnification. 8.1 LIABILITY- VENDOR WILL 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 ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,SERVANTSAND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS 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 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 marls, 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 Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor Services Agreement Page 3 of 15 City Secretary Contract No. Vendor will 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 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 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,Vendor will 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 will 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 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 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 will 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 will 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 will 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 will execute a written agreement with Vendor referencing this Agreement under which sub Vendor will agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor will provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor will 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 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence Vendor Services Agreement Page 4 of 15 City Secretary Contract No. $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"will be any vehicle owned, hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily hljury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability(Errors& Omissions): $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 (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage will be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance will be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies will name City as an additional insured thereon, as its interests may appear. The term City will include its employees,officers,officials,agents,and volunteers in respect to the contracted services. (b) The workers' compensation policy will include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage will be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium.Notice will be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. Vendor Services Agreement Page 5 of 15 City Secretary Contract No. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the cutTent A.M. Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 1 I. Compliance with Laws, Ordinances,Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws,ordinances,rules or regulations,Vendor will immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor,for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor'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 VENDOR,ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (I) 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: To CITY: To VENDOR: City of Fort Worth Dalworth Lighting and Electrical Services, LLC. Attn: Assistant City Manager for IT Paul Moore, President 200 Texas Street 2701 Ludelle#101 Fort Worth, TX 76 1 02-63 1 4 Fort Worth, TX 76105 Facsimile: (817) 392-8654 Facsimile: N/A (817)420-6400 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Vendor will, 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 Vendor Services Agreement Page 6 of 15 City Secretary Contract No. during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, 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 will not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance onto assert any such right on any future occasion. 17. Governing Law/Venue. This Agreement will 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 will 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 will not in any way be affected or impaired. 19. Force Maieure. City and Vendor 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, 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,will not be deemed apart 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 will 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 will be binding upon a party hereto unless set forth in a written 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. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. Vendor Services Agreement Page 7 of 15 City Secretary Contract No. 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 warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will 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 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, Vendor will provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor 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 Vendor employee who is not legally eligible to perform such services.VENDOR WILL 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, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City will 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 will 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 will be considered a "work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work 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 interest 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 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 Vendor whose name, title and signature is affixed on 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 will 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. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for Vendor Services Agreement Page 8 of 15 City Secretary Contract No. less than $100,000, this section does not apply. 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"will 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. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. (signature page follows) Vendor Services Agreement Page 9 of 15 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: 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 By.Name: Fernando Costa reporting requirements. Title: Assistant City Manager Date: /1 52020 By: Name: Dakota Shaw APPROVAL RECOMMENDED: Title: Airport Supervisor APPROVED AS TO FORM AND LEGALITY: By: -Z,mu �"7 Name: Rog r en 1 Title: Interim Aviat n irector By: Name: Thomas Royce Ha sen ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: N/A By: Name ty Kayser Title City Secretary .O * xyri VENDOR: lXAS Dahvorth Lighting and Electrical Services,LLC By: Name: WI oore Title: President Date: (� /7 , 2020 OFFICOAL RECORD 01Y SECRETARY FT WORTH,'TX, Vendor Services Agreement Page 10 of 15 EXHIBIT A- SCOPE OF SERVICES SPECIFICATIONS FOR AIRPORT LIGHTING CONTROLS SYSTEM AND MAINTENANCE 1.0 The City of Fort Worth (City) is contracting with Dalworth Lighting and Electrical Services, LLC (Contractor)to update and/or repair the light control operating system being used at Meacham International Airport for the Aviation Department. This agreement is for the diagnosing, implementation and continued maintenance of a lighting control operating system. 2.0 SPECIFICATIONS 2.1 The Aviation Department currently has a web-based software system that configures and monitors lights and other controlled devices throughout the Meacham International Airport Administration Building. The Administration Building is roughly 85,000 square,feet split between four floors. The current operating system is SensorView. 2.2 The Contractor will repair the current operating system with the already installed lighting and controlled devices. 2.3 After initial repair, Contactor will continue to provide maintenance and updates on an as needed basis throughout the duration of this agreement. Updates to the system will be included in the annual maintenance cost. Contractor will provide a quarterly maintenance schedule and will include at a minimum; system updates and device configurations. 2.3.1 Contractor will provide all maintenance during normal business hours, Monday- Friday 8:OOAM-5:OOPM. 2.4 The Contractor will maintain the lighting control operating system that will include: 2.4.1 Software updates when applicable; 2.4.2 Configuration of all devices and/or lighting settings; 2.4.3 labeling of control ports for all lighting controls already installed; 2.4.4 And editing of all devices current settings. 2.5 The Contactor will schedule lighting profiles to run at prescribed times with optional recurrences. 2.6 The Contactor will provide reports on the inventory and profiles of all controls. 2.7 The Contactor will provide online technical support on a 24/7 basis. 2.8 The lighting control system will enable users to manually or automatically turn the lights ON and OFF. 2.9 If system comes with warranty the Contractor will provide it. 3.0 ADDRESS 3.1 Services will take place at the below address: 201 American Concourse Fort Worth, Texas 76106 4.0 TRAINING 4.1 The Contractor will provide two basic types of training for City staff: system administration and user training. Initially, the Contactor will train the City in the Vendor Services Agreement—Exhibit A Page 11 of 15 City Secretary Contract No. configuration and setup of the system. After the system has been configured the Contractor will be responsible for the training of Aviation Staff for user operation. 4.2 The Aviation Department has an estimated eight (8) employees who may be users of the operating system. 5.0 WARRANTY 5.1 Contractor warrants that the operating system will substantially conform to the Functional Specifications. The system or service provider has necessary equipment and trained personnel to perform the services consistent with industry standards. 5.2 Contractor warrants the system will be free of material or hidden defects. 5.3 Contractor warrants the services will be performed in workmanlike manner. 5.4 Contractor warrants the services will be performed in accordance with industry standards. 5.5 Contractor warrants the system or service provider will comply with all applicable laws. 5.6 Contractor warrants the system or service provider warrants that it maintains an information security process with physical safeguards appropriate for the sensitivity of customer information. 6.0 REPAIR REQUIREMENTS 6.1 The Contractor will provide all equipment, materials, labor, tools, incidentals, expendable items,personnel protective equipment, and transportation necessary for proper execution and completion of maintenance, repair, and replacement services. The materials and services provided by the Contractor will comply with all current Federal, State and local laws, City of Fort Worth ordinances, rules and regulations. 6.2 The Contractor will notify the City's identified point of contact at each work site with an estimated time of arrival one(1) business day prior tobeginning work at the City location, unless the City representative indicates additional notification time at the time of the request. 6.3 The Contractor will provide a work order ticket to the City representative detailing all repairs performed. The work order ticket will be signed by the City representative on completion of work. 6.4 Contractor will provide a minimum one (1) year warranty against defects of materials, services, and workmanship. 6.5 The Contractor will be responsible for the immediate clean-up of the work area and the removal of debris to broom clean status.Cleaning of the work area will be subject to the City representative's inspection and approval. Vendor Services Agreement—Exhibit A Page 12 of 15 City Secretary Contract No. 6.6 The Contractor will be responsible for damage done to property or equipment as direct result of the Contractor's actions. 6.7 Should the Contractor and/or his employees cause any damage to City property, the Contractor will immediately inform the City's representative. The Contractor will make repairs or replacement to the satisfaction of the City representative at no cost to the City. The City may, however, at its sole discretion, elect to make repairs or replacements of damaged property and deduct the cost from any payments owed to Contractor or to recover costs if no payments are owed. 6.8 The Contractor will acknowledge receipt of non-emergency repair requests within one(1) business day by phone or email to the City representative. 6.9 The Contractor will provide a quote that clearly distinguishes the cost of parts and labor in writing or email within one (1) business day for approval by the City representative in writing or email prior to the start of the work. 6.10 The Contractor will complete non-emergency repairs within two (2) business days of the City's request, or in a timeframe mutually agreed upon between the Contractor and City representative. 6.11 Contractor will provide repair service as-needed, Monday-Friday 8:OOAM-5:OOPM. 7.0 REPLACEMENT PARTS 7.1 The Contractor will be able to provide replacement parts, including up to a complete installation/replacement of new lighting devices or controls. 7.2 The Contractor will maintain an adequate inventory of replacement parts to ensure minimal down time during the replacement and repair of lighting controls and devices. The City and Contractor can estimate an adequate parts inventory for repairs. 7.3 The Contractor and the City will mutually agree on what an adequate parts inventory is based on the Department's needs. 7.4 All replacement parts will be of the same or higher quality and of the same manufacturing design as the parts being replaced. Replacement parts may be new or reconditioned. Vendor Services Agreement—Exhibit A Page 13 of 15 LX1I[BIT B-PRICE SCHEDULE (Dalworth QUOTE JGHTMA4DMC9t,'AL 3ii2020 7701 LUDELLE ST SUITE 101 FORT WORTH TX 76106 cx9 PO Job Name 8 Location: Provide the material'tabor and equipment to insta,0'Jte fo"ing L`ne ale Repair the existing might System tna!aB updated program.Gaither and install the exisrtng deveces MAC 1D's.Provide a layout ofTocations ana 10's on a hard copy and a dash drive. Line#3-Provide and AnnuaAy Software update One year barn Date of repairs Urw4M:Yearly Afwntance per a5ached spectfn;abons One year from Dak-of repairs L04E rig $14,000.00 L•ne 03 s1.8(a0.00 VNE sw s1.801?.00 Clarfacatrons:Wcrk to be pertamsed during normal business hours.M-F Sam-5pm SUB-TOTAL 517,600.00 Sale Tax(8.25`.) SO.00 TOTAL QUOTE 517,600090 Cusromer Signature- _ SEROCES A VA&AB LE 'LV.OngAL'3rs an,vesVr wghr,a Rebj'1'lnsWanx 'OCCLparry Sensors,ThnP.rs ard C01.^als 'GMVP RE'arrp, "Lghr:;g IA-r.,enawe 'AaVarsee Day..Vgl"and RrewaN?Ere.•gy Sf Bemis 'Project Uirlagemen! 'Areas!,rerrwnt and Ver!0-:1aaw Fed Tax 0 18 t-4403193 4W Agppre oz;a Your Bu6Jn"sil IDLR 232268 7 vvt nC vw wrn,ds m-,Y srA',,d q"&r DUMww:-W'v*'ti t F'c=:,+nr SerrteY nor h rrv,,$red ahae Is ulMrted)unxr.-Ial7j OW.M Qvar h w0d.t+—oa,s tr,.,&*W came dwe an:any-wk revue^a!"_desarcvgrd Ctdtdak rM be requo*CY❑me a r,at�a's;ac a-rr*-ho Aq dowIV 77M Tesas Dft%ffw"4wLkr1Nb9 andAeodjb- RCL an 12O47,ArrmPS Ter=767r 1 7-0LtP-0�D 4 6i:.F67 EeD9 *eDsilc aww.xtinse.sbre.n.ostar�:raYrt: Vendor Services Agreement—Exhibit B Page 14 of 15 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY DALWORTH LIGHTING AND ELECTRICAL SERVICES, LLC 2701 LUDELLE #101 FORT WORTH,TX 76105 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 will 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 revised Form that has been properly executed by Vendor. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: 1"Ve resident/CEO Other Title: Date: 2 X D Vendor Services Agreement—Exhibit C Page 15 of 15 DATE(MM/DD/YYYY) AC"R" CERTIFICATE OF LIABILITY INSURANCE 10/6/2020 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 endorsement(s). PRODUCER CONTACT NAME: Rachael Lawrence PHOTucker Agency, Ltd. IACNo E t• (817)336-8520 FAX Tucker P O Box 2285 E-MAIL ADDRESS: rachael@tuckeragency.com INSURERS AFFORDING COVERAGE NAIC# Ft. Worth TX 76113 INSURER A:Hanover Insurance Group INSURED INSURERB:Texas Mutual IRS CO Dalworth Lighting & Electrical Services INSURER C: 2701 Ludelle Street Ste 101 INSURER D: INSURER E: Fort Worth TX 76105 INSURER F; COVERAGES CERTIFICATE NUMBER:19/20 MASTER 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 CONTRACTOR 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICYNUMBER MM/DD/YYYY MM/DDNYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE To A CLAIMS-MADE FX OCCUR PREMISES l E. o currrrence $ 100,000 ZLD-HO68390-00 10/29/2019 10/29/2020 MED EXP(Any one person) $ 10,000 PERSONAL&ADVINJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY 1I JET F LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMaccidentS BINED INGLE LIMIT Ea $ 1,000,000 _ A X ANYAUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED ADD-H071063-00 10/29/2019 10/29/2020 BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIREDAUTOS X AUTOS Per accident) $ $ X UMBRELLA LIAB I X___ OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE UHD-H071069-00 10/29/2019 10/29/2020 AGGREGATE $ _ 5,000,000 DED I I RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ NIA E.L.EACH ACCIDENT $ 1,000,000 B OFFICER/MEMBER EXCLUDED? (Mandatory in NH) 0002038551 10/29/2019 10/29/2020 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A INSTALLATION FLOATER ZLD-H068390-00 10/29/2019 10/29/2020 Limit $150,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The WC, GL and auto policies include a blanket automatic waiver of subrogation endorsement & the GL and auto policies include a blanket automatic additional insured endorsement providing additional insured & waiver of subrogation status to the certificate holder only when there is a written contract between the named insured & the certificate holder that requires such status. The GL and auto additional insured endorsement contains special primary & noncontributory wording. Umbrella follows form for additional insured & waiver of subrogation. The policies include an endorsement providing 30 days notice of cancellation (10 for non-pay of premium) to the certificate holder. 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 201 American Concourse ACCORDANCE WITH THE POLICY PROVISIONS. Suite 330 FORT WORTH, TX 76106 AUTHORIZED REPRESENTATIVE Tracy Tucker/RACHAE 4z_ ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD INS025(201401) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured—Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage—Borrowed Equipment, Customers Goods&Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments—Extended Reporting Period Included 9. Newly Acquired or Formed Organizations-Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds $2,500 - Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or (1) "Your work" for the additional insured(s) Permit designated in the contract, agreement or The following is added to SECTION II — WHO IS permit; AN INSURED: (2) Premises you own, rent, lease or occupy; Additional Insured by Contract, Agreement or or Permit (3) Your maintenance, operation or use of a. Any person or organization with whom you equipment leased to you. agreed in a written contract,written agreement b. The insurance afforded to such additional or permit that such person or organization to insured described above: add an additional insured on your policy is an (1) Only applies to the extent permitted by additional insured only with respect to liability law; and for "bodily injury", "property damage", or "personal and advertising injury" caused, in (2) Will not be broader than the insurance whole or in part, by your acts or omissions, or which you are required by the contract, the acts or omissions of those acting on your agreement or permit to provide for such behalf, but only with respect to: additional insured. 421-2915 0615 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 4 (3) Applies on a primary basis if that is advertising injury" involved the rendering required by the written contract, written of or failure to render any professional agreement or permit, services by or for you. (4) Will not be broader than coverage d. With respect to the insurance afforded to provided to any other insured. these additional insureds, the following is (5) Does not apply if the "bodily injury", added to SECTION III — LIMITS OF "property damage" or "personal and INSURANCE: advertising injury" is otherwise excluded The most we will pay on behalf of the from coverage under this Coverage Part, additional insured for a covered claim is the including any endorsements thereto. lesser of the amount of insurance: c. This provision does not apply: 1. Required by the contract, agreement or (1) Unless the written contract or written permit described in Paragraph a.; or agreement was executed or permit was 2. Available under the applicable Limits of issued prior to the"bodily injury", "property Insurance shown in the Declarations. damage", or "personal injury and This endorsement shall not increase the advertising injury". applicable Limits of Insurance shown in the (2) To any person or organization included as Declarations. an insured by another endorsement 2. Additional Insured — Primary and Non- issued by us and made part of this Contributory Coverage Part, 3 To an lessor of equipment: The following is added to SECTION IV — O yCOMMERCIAL GENERAL LIABILITY (a) After the equipment lease expires; or CONDITIONS, Paragraph 4.Other insurance: (b) If the "bodily injury", "property Additional Insured — Primary and Non- damage", "personal and advertising Contributory injury" arises out of sole negligence of If you agree in a written contract, written the lessor agreement or permit that the insurance provided to (4) To any: any person or organization included as an (a) Owners or other interests from. whom Additional Insured under SECTION 11 — WHO IS land has been leased which takes AN INSURED, is primary and non-contributory, place after the lease for the land ex- the following applies: pires; or If other valid and collectible insurance is available (b) Managers or lessors of premises if: to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our (i) The occurrence takes place after obligations are limited as follows: you cease to be a tenant in that a. Primary Insurance premises; or (ii) The "bodily injury", "property This insurance is primary to other insurance damage", "personal injury" or that is available to the Additional Insured "advertising injury" arises out of which covers the structural alterations, new con- Additional Insured as a Named Insured. We struction or demolition operations will not seek contribution from any other performed by or on behalf of the insurance available to the Additional Insured manager or lessor. except: (5) To "bodily injury", "property damage" or (1) For the sole negligence of the Additional "personal and advertising injury" arising Insured; out of the rendering of or the failure to (2) When the Additional Insured is an render any professional services. Additional Insured under another primary This exclusion applies even if the claims liability policy; or against any insured allege negligence or (3) when b. below applies. other wrongdoing in the supervision, hiring, employment, training or monitoring If this insurance is primary, our obligations are of others by that insured, if the not affected unless any of the other insurance "occurrence" which caused the "bodily is also primary. Then, we will share with all injury" or"property damage" or the offense that other insurance by the method described which caused the "personal and in c. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 4 b. Excess Insurance insurer contributes equal amounts until it has (1) This insurance Is excess over any of the paid its applicable limit of insurance or none of other insurance, whether primary, excess, the loss remains, whichever comes first. If any contingent or on any other basis: of the other insurance does not permit contribution by equal shares,we will contribute (a) That is Fire, Extended Coverage, by limits. Under this method, each insurer's Builder's Risk, Installation Risk or share is based on the ratio of its applicable similar coverage for"your work"; limit of insurance to the total applicable limits (b) That is Fire insurance for premises of insurance of all insurers rented to the Additional Insured or 3. Blanket Waiver of Subrogation temporarily occupied by the Additional Insured with permission of the owner; The following is added to SECTION IV — COMERCIAL GENERAL LIABILITY (c) That is insurance purchased by the CONDITIONS, Paragraph 8. Transfer Of Rights Additional Insured to cover the Of Recovery Against Others To Us: Additional Insured's liability as a tenant for "property damage" to We waive any right of recovery we may have premises rented to the Additional against any person or organization with whom you Insured or temporarily occupied by the have a written contract that requires such waiver Additional with permission of the because of payments we make for damage under owner; or this coverage form. The damage must arise out of your activities under a written contract with that (d) If the loss arises out of the person or organization.This waiver applies only to maintenance or use of aircraft, "autos" the extent that subrogation is waived under a or watercraft to the extent not subject written contract executed prior to the "occurrence" to Exclusion g. of SECTION I — or offense giving rise to such payments. COVERAGE A — BODILY INURY AND PROPERTY DAMAGE 4. Bodily Injury Redefined LIABILITY. SECTION V— DEFINITIONS, Definition 3. "bodily (2) When this insurance is excess, we will injury"is replaced by the following: have no duty under Coverages A or B to 3. "Bodily injury" means bodily injury, sickness or defend the insured against any"suit"if any disease sustained by a person including death other insurer has a duty to defend the resulting from any of these at any time. "Bodily insured against that "suit". If no other injury" includes mental anguish or other insurer defends, we will undertake to do mental injury resulting from "bodily injury", so, but we will be entitled to the insured's g, Broad Form Property Damage — Borrowed rights against all those other insurers. Equipment, Customers Goods, Use of (3) When this insurance is excess over other Elevators Insurance, we will pay only our share of a. SECTION I—COVERAGES,COVERAGE A— the amount of the loss, if any, that BODILIY INJURY AND PROPERTY exceeds the sum of: DAMAGE LIABILITY, Paragraph 2. (a) The total amount that all such other Exclusions subparagraph J. is amended as insurance would pay for the loss in the follows: absence of this insurance; and Paragraph (4) does not apply to "property (b) The total of all deductible and self damage" to borrowed equipment while at a insured amounts under all that other jobsite and not being used to perform insurance. operations. We will share the remaining loss, if any, Paragraphs (3), (4) and (6) do not apply to with any other insurance that is not "property damage"to"customers goods"while described in this Excess Insurance on your premises nor do they apply to the use provision and was not bought specifically of elevators at premises you own, rent, lease to apply in excess of the Limits of or occupy. Insurance shown in the Declarations of b. The following is added to SECTION V — this Coverage Part. DEFINTIONS: c. Method Of Sharing 24. "Customers goods" means property of If all of the other Insurance permits your customer on your premises for the contribution by equal shares,we will follow this purpose of being: method also. Under this approach each 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 4 a. worked on;or 10. Non-Owned Watercraft b. used in your manufacturing process. SECTION I — COVERAGES, COVERAGE A c. The insurance afforded under this provision is BODILY INJURY AND PROPERTY DAMAGE excess over any other valid and collectible LIABILITY, Paragraph 2. Exclusions, property insurance (including deductible) subparagraph 9.(2)is replaced by the following: available to the insured whether primary, g. Aircraft,Auto Or Watercraft excess, contingent (2) A watercraft you do not own that is: 6. Knowledge of Occurrence (a) Less than 51 feet long; and The following is added to SECTION IV — (b) Not being used to carry persons or COMMERCIAL GENERAL LIABILITY property for a charge; CONDITIONS, Paragraph 2. Duties in the Event of Occurrence,Offense,Claim or Suit: This provision applies to any person who, with your consent, either uses or is e. Notice of an "occurrence", offense, claim or responsible for the use of a watercraft. "suit" will be considered knowledge of the insured if reported to an individual named 11. Supplementary Payments Increased Limits insured, partner, executive officer or an SECTION I — SUPPLEMENTARY PAYMENTS "employee" designated by you to give us such COVERAGES A AND B, Paragraphs 1.b. and a notice. 1.d.are replaced by the following: 7. Liberalization Clause 1.b.Up to $2,500 for cost of bail bonds required The following is added to SECTION IV — because of accidents or traffic law violations COMMERCIAL GENERAL LIABILITY arising out of the use of any vehicle to which CONDITIONS: the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. Liberalization Clause 1.d.All reasonable expenses incurred by the If we adopt any revision that would broaden the insured at our request to assist us in the coverage under this Coverage Form without investigation or defense of the claim or "suit", additional premium, within 45 days prior to or including actual loss of earnings up to$1000 a during the policy period, the broadened coverage day because of time off from work. will immediately apply to this Coverage Part. 12. Unintentional Failure to Disclose Hazards 8. Medical Payments — Extended Reporting Period The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY a. SECTION I—COVERAGES,COVERAGE C— CONDITIONS,Paragraph 6. Representations: MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) We will not disclaim coverage under this Coverage is replaced by the following: Part if you fail to disclose all hazards existing as of b The expenses are incurred and reported the inception date of the policy provided such ( ) p p failure is not intentional. to us within three years of the date of the accident; and 13. Unintentional Failure to Notify b. This coverage does not apply if COVERAGE The following is added to SECTION IV — C — MEDICAL PAYMENTS is excluded either COMMERCIAL GENERAL LIABILITY by the provisions of the Coverage Part or by CONDITIONS, Paragraph 2. Duties in the Event endorsement. of Occurrence,Offense, Claim or Suit: 9. Newly Acquired Or Formed Organizations Your rights afforded under this policy shall not be SECTION II —WHO IS AN INSURED, Paragraph prejudiced if you fail to give us notice of an "occurrence", offense, claim or"suit", solely due to 3.a. is replaced by the following: your reasonable and documented belief that the a. Coverage under this provision is afforded until "bodily injury" or"property damage" is not covered the end of the policy period. under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY COMMERCIAL GENERAL LIABILITY H M T ENDORSEMENT - CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Aggregate Limit per Project Included 2. Alienated Premises Included 3. Broad Form Named Insured Included 4. Contractual Liability—Railroads Included 5. Extended Property Damage Included 6. Incidental Malpractice(Employed nurses, EMT's& paramedics) Included 7. Mobile Equipment Redefined Included 8. Personal Injury—Broad Form Included 9. Property Damage Legal Liability—Broad Form Fire, Lightning, Explosion, Smoke and Leakage from Fire Protective Systems $1,000,000 Damage Limit This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages,higher limits and broader coverage grants. 1 Aggregate Limit per Project b. That is not a partnership, joint venture or a. Under SECTION III — LIMITS OF limited liability company; and INSURANCE, the General Aggregate Limit c. That is not excluded by any endorsement to applies separately to each of your projects this policy, will qualify as a Named Insured if away from premises owned by or rented to there is no other similar insurance available to you, that organization, or that would be available 2. Alienated Premises but for exhaustion of its limits. SECTION I — COVERAGES, COVERAGE A — Any such organization will cease to qualify as a BODILY INJURY AND PROPERTY DAMAGE Named Insured as of the date during the policy LIABILITY, Paragraph 2. Exclusions, period when the combined ownership interest of subparagraph j.(2) is replaced by the following: the Named Insureds in the organization equals or falls below 50%. (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part 4. Contractual Liability—Railroads of those premises and occurred from hazards With respect to operations performed for, or that were known by you, or should have affecting, a railroad at your job site, of SECTION reasonably been known by you, at the time V — DEFINITIONS, Paragraph 9. is replaced by the property was transferred or abandoned. the following: 3. Broad Form Named Insured 9. "Insured contract"means: If you are designated in the Declarations as a. A contract for a lease of premises. anything other than an individual, then any However, that portion of the contract for a organization; lease of premises that indemnifies any a. Over which you maintained a combined person or organization for damage by fire ownership interest of more than 50% on the to premises while rented to you or effective date of this policy; temporarily occupied by you with permission of the owner is not an"insured contract'; 421-2918 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. Page 1 of 3 b. A sidetrack agreement; Bodily injury" or "property damage" expected c. Any easement or license agreement; or intended from the standpoint of the insured. This exclusion does not apply to d. An obligation, as required by ordinance, "bodily injury" or "property damage" resulting to indemnify a municipality, except in from the use of reasonable force to protect connection with work for a municipality; persons or property. e. An elevator maintenance agreement; 6. Incidental Malpractice - Employed Nurses, f. That part of any other contract or EMT's and Paramedics agreement pertaining to your business SECTION II -WHO IS AN INSURED, Paragraph (including an indemnification of a 2.a.(1)(d) does not apply to a nurse, emergency municipality in connection with work medical technician or paramedic employed by you performed for a municipality) under which if you are not engaged in the business or you assume the tort liability of another occupation of providing medical, paramedical, party to pay for"bodily injury" or"property surgical, dental,x-ray or nursing services. damage" to a third person or organization, provided the "bodily injury" 7. Mobile Equipment Redefined or "property damage" is caused, in whole SECTION V - DEFINITIONS, Definition 12., or in part, by you or those acting on your "Mobile equipment", paragraph f.(1) does not behalf. However, such part of a contract apply to self-propelled vehicles of less than 1,000 or agreement shall only be considered an pounds gross vehicle weight. "insured contract" to the extent your g, Personal Injury-Broad Form assumption of the tort liability is permitted by law. Tort liability means a liability that a. SECTION I - COVERAGES, COVERAGE B would imposed by law in the absence - PERSONAL AND ADVERTISING INJURY of any contract or agreement. LIABILITY, Paragraph 2. Exclusions, Paragraph f. does not include that part of subparagraph e. is deleted. any contract or agreement: b. SECTION V •- DEFINITIONS, Definition 14, "Personal and advertising injury" (1) That indemnifies an architect, subparagraph b.is replaced by the following: engineer or surveyor for injury or damage arising out of: b. Malicious prosecution or abuse of (a) Preparing, approving or failing to process, prepare or approve maps, shop c. The following is added to SECTION V - drawings, opinions, reports, DEFINITIONS, Definition 14. "Personal and surveys, field orders, change advertising injury": orders or drawings and "Discrimination" (unless insurance thereof is specifications; or prohibited by law) that results in injury to the (b) Giving directions or instructions, feelings or reputation of a natural person, but or failing to give them, if that is only if such"discrimination" is: the primary cause of the injury or (1) Not done intentionally by or at the damage; direction of: (2) Under which the insured, if an (a) The insured; architect, engineer or surveyor, (b) Any officer of the corporation, assumes liability for an injury or director, stockholder, partner or damage arising out of the insured's member of the insured; and rendering or failure to render professional services, including those (2) Not directly or indirectly related to an listed in Paragraph (1) above and "employee", not to the employment, supervisory, inspection, architectural prospective employment or termination of or engineering activities. any person or persons by an insured. 5. Extended Property Damage d. The following is added to SECTION V - SECTION I - COVERAGES, COVERAGE A - DEFINITIONS: BODILY INJURY AND PROPERTY DAMAGE "Discrimination"means the unlawful treatment LIABILITY, Paragraph 2. Exclusions, of individuals based upon race, color, ethnic subparagraph a. is replaced by the following: origin, gender, religion, age, or sexual a. Expected or intended Injury preference. "Discrimination" does not include the unlawful treatment of individuals based 421-2918 0615 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 3 upon developmental, physical, cognitive, a. $1,000,000; or mental, sensory or emotional impairment or b. The Damage to Premises Rented to any combination of these. You Limit shown in the Declarations. e. This coverage does not apply if COVERAGE This limit will apply to all damage caused B — PERSONAL AND ADVERTISING by the same event,whether such damage INJURY LIABILITY is excluded either by the results from fire, lightning, explosion, provisions of the Coverage Form or by smoke, leakage from fire protective endorsement systems or any combination of any of 9. Property Damage Legal Liability—Broad Form these. a. SECTION i—COVERAGES,COVERAGE A- c. SECTION IV — COMMERCIAL GENERAL BODILY INJURY AND PROPERTY LIABILITY CONDITIONS, Paragraph 4. DAMAGE LIABILITY, the last paragraph Other Insurance, subparagraph b. Excess (after the exclusions) is replaced by the Insurance, item (a)(ii) is replaced by the following: following: Exclusions c. through n. do not apply to (II) That is fire, lightning, explosion, smoke or damage by fire, lightning, explosion, smoke or leakage from fire protective systems leakage from fire protective systems to insurance for premises rented to you or premises while rented to you or temporarily temporarily occupied by you with occupied by you with the permission of the permission of the owner; or owner. A separate limit of insurance applies d. SECTION V — DEFINITIONS, Paragraph 9. to this coverage as described in SECTION III "Insured contract", subparagraph a. is —LIMITS OF INSURANCE. replaced by the following: b. SECTION III — LIMITS OF INSURANCE, a. A contract for a lease of premises. Paragraph 6. is replaced by the following: However, that portion of the contract for a 6. Subject to Paragraph 5. above, The lease of premises that indemnifies any Damage to Premises Rented to You Limit person or organization for damage by fire, is the most we will pay under lightning, explosion, smoke or leakage COVERAGE A for,damages because of from fire protective systems to premises "property damage" to any one premises while rented to you or temporarily from fire, lightning, explosion, smoke and occupied by you with permission of the leakage from fire protective systems to owner is not an"insured contract". premises, while rented to you or e. This coverage does not apply if Damage to temporarily occupied by you with Premises Rented to You is excluded either by permission of the owner, the provisions of the Coverage Part or by The Damage to Premises Rented to You endorsement. Limit is the higher of: ALL OTHER TERMS, CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 421.2918 0615 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. Page 3 of 3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, TEXAS BLANKET ADDITIONAL INSURED Y CONTRACT OR AGREEMENT WITH PRODUCTS-COMPLETED OPERATI COVERAGE INJURY TO INDE IT EMPLOYEE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to SECTION 11 —WHO IS c. The insurance afforded to such additional AN INSURED: insured described above: Additional Insured — Written Contract, (1) Only applies to the extent permitted by Agreement or Permit law. a. Any person or organization as required by a (2) Will not be broader than the insurance written contract, agreement or permit to add which you are required by the contract, as an additional insured on your policy is an agreement or permit to provide for such additional insured but only with respect to additional insured. liability for "bodily injury", "property damage", (3) Is primary to and will not seek contribution or "personal and advertising injury" caused, in from any other insurance available to such whole or in part, by your acts or omissions, or additional insured provided that: the acts or omissions of those acting on your behalf,and only with respect to: (a) The additional insured is a Named Insured under such other insurance; (1) "Your work" for the additional insured(s) and designated in the contract, agreement or permit; (b) You have agreed in writing in a contract or agreement that this (2) Premises you own, rent, lease or occupy; Insurance would be primary and would (3) Your maintenance, operation or use of not seek contribution from any other equipment leased to you; or insurance available to the additional (4) "Your work" for the additional insured(s) insured. designated in the contract, agreement or (4) Will not be broader than coverage permit including "bodily injury"or"property provided to any other insured, damage" included in the "products- (5) Does not apply if the "bodily injury", completed operations hazard" provided "property damage" or "personal and that: advertising injury" is otherwise excluded (a) This Coverage Pan: provides such from coverage under this Coverage Part, coverage;and including any endorsements thereto. (b) The written contract, agreement or d. This provision does not apply: permit requires such coverage for the (1) Unless the written contract or agreement additional insured. was executed or permit was issued prior (6) A claim for "bodily injury" to an employee to the "bodily injury", "property damage", of the indemnitor, its agents or its or"personal injury and advertising injury". subcontractor of any tier as permitted by (2) To any person or organization included as Texas Title 2, Subtitle C, Chapter 151.103. an insured by another endorsement b. If the written contract or agreement specifically issued by us and made part of this requires you to add an additional insured to Coverage Part. your policy via endorsement CG 20 10 11 85, (3) If the"bodily injury', "property damage", or CG 20 10 10 93, CG 20 10 03 97, CG 20 10 "personal and advertising injury" arises out 10 01 or endorsement CG 20 37 10 01, then of sole negligence of the additional the words "caused in whole or in part by"' in insured unless such "bodily injury" is to an parageph a. above are replaced by the words employee of the indemnitor, its agents or "arising out of'. 421-4492 04 18 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. Page 1 of 2 Copyright 2017 The Hanover Insurance Company.All Rights Reserved. its subcontractor of any tier as permitted out of the rendering of or the failure to by Texas Title 2, Subtitle C, Chapter render any professional services. 151.103. This exclusion applies even if the claims (4) To any lessor of equipment: against any insured allege negligence or (a) After the equipment lease expires;or other wrongdoing in the supervision, b If the "bodily injury", "property hiring, employment, training or monitoring ( ) Y of others by that insured, if the damage", or"personal and advertising "occurrence" which caused the "bodily injury" arises out of sole negligence of injury"or"property damage" or the offense the lessor which caused the "personal and (5) To any: advertising injury" involved the rendering (a) Owners or other interests from whom of or failure to render any professional land has been leased if the services by or for you. "occurrence" takes place or the B. With respect to the insurance afforded to these offense is committed after the lease additional insureds, the following is added to for the land expires;or SECTION III—LIMITS OF INSURANCE: (b) Managers or lessors of premises if: The most we will pay on behalf of the additional (i) The occurrence takes place after insured for a covered claim is the lesser of the you cease to be a tenant in that amount of insurance: premises; or 1. Required by the written contract, agreement or (ii) The "bodily injury", "property permit described in paragraph A.a.; or damage", "personal injury" or 2. Available under the applicable Limits of "advertising injury" arises out of Insurance shown in the Declarations or any structural alterations, new con- endorsement to this policy. struction or demolition operations This endorsement shall not increase the performed by or on behalf of the applicable Limits of Insurance shown in the manager or lessor. Declarations. (6) To "bodily injury", "property damage" or "personal and advertising injury" arising ALL OTHER TERMS, CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 421-4492 04 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 2 Copyright 2017 The Hanover Insurance Company.All Rights Reserved. HAn Insurance Group_ ADDH071063 1602442 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAS CANCELLATION PROVISION OR COVERAGE CHANGE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: Countersigned By: Named Insured: (Authorized Representative) SCHEDULE Number of Days' Notice 30 Name Of Person Or Organization PNC Address If this policy is canceled or materially changed to reduce or restrict coverage, we will mail notice of cancellation or change to the person or organization named in the Schedule. We will give the number of day's notice indicated in the Schedule. CA 02 44 06 04 Copyright, 180 Properties, Inc., 2003 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ [TCAREFULLY. WAIVER O~ TRANSFER RIGHTS OF RECOVER" . .G ~.~S~ ~' .. .E .S . .~ US (WAIVER ~~. SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FC)RK8 TRUCKERS COVERAGE FORM With respect to ouvnrm8e provided by this endoroonnmnt, the provisions of the Coverage Form apply un|aaa modified by the endorsement. This endorsement changes the policy effective on the Inception dote of the policy un/noo another date Is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s)Of Person(s)Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations The Transfer Of Rights Of Recovery Others To Us Condition does not apply to the person(s) or organization(s) shown in the 8ohadu/m, but only to the extent that subrogation is waived prior to the "accident" ` � orU.o "|owm" underwnont:nutvviththatpenmonororgon|zmt|on. The anover Insurance Group- ADDH071063 1602442 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKEr ADDITIONAL f AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART A. The following is added to SECTION II - Primary and Non-Contributory LIABILITY COVERAGE, Paragraph A.I. Who Is if you agree in a written contract, written An Insured: agreement or written permit that the insurance Additional Insured if Required by Contract provided to a person or organization who If you agree in a written contract, written qualifies as an additional "insured" under agreement or written permit that a person or SECTION II - LIABILITY COVERAGE, Paragraph organization be added as an additional A.1. Who Is An Insured, subparagraph "insured" under this Coverage Part, such Additional Insured if Required by Contract is person or organization is an "insured"; but only primary and non-contributory, the following to the extent that such person or organization applies: qualifies as an "insured" under paragraph A.1.c. The liability coverage provided by this Coverage of this Section. Part is primary to any other insurance available If you agree in a written contract, written to the additional "insured" as a Named Insured, agreement or written permit that a person or We will not seek contribution from any other organization be added as an additional insurance available to the additional "insured" "Insured" under this Coverage Part, the most except: we will pay on behalf of such additional (1) For the sole negligence of the additional "Insured" is the lesser of: "insured"; or (1) The Limits of Insurance for liability coverage (2) For negligence arising out of the ownership, specified in the written contract, written maintenance or use of any "auto" not owned agreement or written permit; or by the additional "insured' or by you, unless (2) The Limits of Insurance for Liability that "auto" Is a "trailer" connected to an Coverage shown in the Declarations "auto" owned by the additional "insured" or applicable to this Coverage Part, by you; or Such amount shall be part of and not in addition (3) When the additional "insured" is also an ""additional insured under another liability to the Limits of Insurance shown in the Y Declarations applicable to this Coverage Part. policy. Regardless of the number of covered 'autos", C. This endorsement will apply only if the "Insureds", premiums paid, claims made or "accident" occurs: vehicles Involved in the "accident", the most we 1. During the policy period; will pay for the total of all damages and �. Subsequent to the execution of the written covered pollution cost or expense combined q resulting from any one "accident" is the Limit of contract or written agreement or the Insurance for Liability Coverage shown in the issuance of the written permit; and Declarations. 3. Prior to the expiration of the period of time B. The following is added to SECTION IV - that the written contract, written agreement BUSINESS AUTO CONDITIONS, Paraggraph B. or written permit requires such insurance to General Conditions, subparagraph 5. Other be provided to the additional "insured". Insurance: D. Coverage provided to an additional "insured" will not be broader than coverage provided to any other"insured" under this Coverage Part, ALL OTHER TERMS,CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 461-0478 1212 Includes copyrighted material of 180 Insurance Services Office, Inc.,with its permission Page 1 of 1 Te--%xzmuta@ WORKERS' COMPENSATION INSURANCE WORKERS'COMPENSATION AND WC 42 03 04 EMPLOYERS LIABILITY POLICY Agent copy 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 not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. () Specific Waiver Name of person or organization (X)Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas operations 3. Premium: The premium charge for this endorsement shall be 2.00 percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described. 4. Advance Premium: Included, see Information Page This endorsement changes the policy to which it is attached effective on the Inception date of the policy unless a different date is indicated below. (The following"attaching clause"need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement,effective on 10/29/19 at 12:01 a.m.standard time,forms a part of: Policy no.0002038551 of Texas Mutual Insurance Company effective on 10/29/19 Issued to: Dalworth Lighting&Electrical Services This is not a bill NCCI Carrier Code: 29939 Authorized representative 10/2/19 PO Box 12058,Austin,TX 78711-2058 1 of 1 texasmutual.com 1 (800)859-59951 Fax(800)359-0650 WC 42 03 04 B