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HomeMy WebLinkAboutContract 44182 (2)CITY SECRETARY CONTRACT We LA v ROAD REPAIR AGREEMENT BETWEEN THE CITY OF FORT WORTH AND EXPRO ENGINEERING, INC. TffiS ROAD REPAIR AGREEMENT, ("Agreement"), is made and entered into on this the 18th day of January, 2013 by and between the CITY OF FORT WORTH, TEXAS ("City"), a home rule municipal corporation of the State of Texas, located within Tarrant, Denton, Wise and Parker Counties, Texas and EXPRO ENGINEERING, INC. ("Operator") for the repair of streets and/or roadways within the City of Fort Worth, Texas, WHEREAS, Operator is in the business of drilling gas wells and, in connection therewith, shall be engaged in drilling and production activities on property within the city limits of Fort Worth as permitted by the City which abuts, is adjacent to, and/or is accessed by roadways within the City of Fort Worth; and WHEREAS, use of the roadways by the Operator for the purpose of performing the activities described hereinabove may cause damage to the roadways; and WHEREAS, the City and Operator, for the mutual consideration hereinafter stated, desire to enter into this Agreement for Operator to repair said roadways for the duration of the term of this Agreement in consideration of Operator's use of said roadways for the purpose of the activities described hereinabove; IT IS NOW THEREFORE AGREED THAT: ARTICLE 1. REPAIIt OBLIGATION 1. Operator shall repair damages caused by Operator or its contractors, subcontractors, employees, and agents, excluding ordinary wear and tear, if any, to roadways that abuts any property permitted by the City and used by the Operator for the drilling and production of gas wells pursuant to any active Gas Well Permits issued to Operator. The repair obligation shall continue even if the Gas Well Permits are amended or a Multiple Gas Well Pad Site Permit is issued to allow for the drilling of additional gas wells. This obligation shall continue during the term of this Agreement, and Operator shall, prior to the termination of this Agreement, as provided herein, repair such damages to such roadways, excluding ordinary wear and tear, if any, to the condition in which such roadways existed prior to the execution of this Agreement. Operator shall make a videotape of all such roadways prior to the start of Operator drilling and operation of each of its gas wells and shall provide a copy of the videotape to the Director of Transportation and Public Works. Operator shall notify the Director of Transportation and Public Works when drilling or fracing operations are complete so that the Director of Transportation and Public Works can determine if repairs are required. 2. In connection with its obligation to repair said roadways, Operator shall use materials of the same or better quality than those utilized to surface and/or repair the roadways prior to execution of this Agreement and in accordance with the current standards specifications of the City. Deviation from the materials described herein shall not be permitted without the prior written consent of the Director of Transportation and Public Works. Repairs shall be completed in accordance with standard engineering practices acceptable to the City. 3. Operator shall repair the damage to the roadways at its sole cost and expense. 4. During the term of this Agreement, Operator shall periodically inspect the roadways during drilling, fracture stimulation or reworking of any permitted gas well to determine whether or not any damage has occurred as a result of Operator's activities. Immediately upon discovering the existence of any such damage to the roadways, Operator shall undertake to repair and/or remedy same. Upon discovery of damage by the Operator, the Operator will have 48 hours to contact the Director of Transportation and Public Works to work out a schedule of repairs. Repairs shall take place within 30 days or immediately if the damage affects the immediate health and safety of individuals. ARTICLE 2. TERM OF AGREEMENT This Agreement shall commence upon the date indicated above and shall continue in full force and effect until Operator has completed and/or permanently discontinued the activities upon the roadways next to any permitted gas well. ARTICLE 3. INSURANCE AND INDEMNITY The Operator shall provide or cause to be provided the insurance described below for each well unless a Gas Well Permit has been issued wherein such insurance has been provided for the issuance of the Gas Well Permit under the terms and conditions described in the Fort Worth "Gas Drilling and Production" Ordinance and such insurance to continue until the well is abandoned and the site restored. In addition to the bond or letter of credit required pursuant to this Agreement and the Fort Worth "Gas Drilling and Production" ordinance, the Operator shall carry a policy or policies of insurance issued by an insurance company or companies authorized to do business in Texas. In the event such insurance policy or policies are cancelled, the Gas Well Permits shall be suspended on such date of cancellation and the Operator's right to operate under such Gas Well Permit shall immediately cease until the Operator files additional insurance as provided herein. 1. General Requirements applicable to an policies. a. The City, its officials, employees, agents and officers shall be endorsed as an "Additional Insured" to all policies except Employers Liability coverage under the Operator's Workers Compensation policy. b. All policies shall be written on an occurrence basis except for Environmental Pollution Liability (Seepage and Pollution coverage) and Excess or Umbrella Liability, which may be on a claims -made basis. c. All policies shall be written by an insurer with an A-: VIH or better rating by the most current version of the A. M. Best Key Rating Guide or with such other financially sound insurance carriers acceptable to the City. d. Deductibles shall be listed on the Certificate of Insurance and shall be on a per occurrence" basis unless otherwise stipulated herein. e. Certificates of Insurance shall be delivered to the City of Fort Worth, Planning and Development Department, 1000 Throckmorton Street, Fort worth, Texas 76102, evidencing all the required coverage, including endorsements, prior to the issuance of a Gas Well Permit. f. All policies shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. g. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement specified herein. h. Each policy shall be endorsed to provide the City a minimum thirty -day 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. i. During the term of the Gas Well Permit, the Operator shall report, in a timely manner, to the Gas Inspector any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. j. Upon request, certified copies of all insurance policies shall be furnished to the City. 2. Standard Commercial General Liability Policy. This coverage must include premises, operations, blowout or explosion, products, completed operations, sudden and accidental pollution, blanket contractual liability, underground resources and equipment hazard damage, broad form property damage, independent contractors' protective liability and personal injury. This coverage shall be a minimum Combined Single Limit of $1,000,000 per occurrence for Bodily Injury and Property Damage. 3. Excess or Umbrella Liability. Five Million Dollar ($5,000,000) Excess when necessary. 4. Q! 6. 7. Environmental Pollution Liability Coverage. a. Operator shall purchase and maintain in force for the duration of the Gas Well Permit, insurance for environmental pollution liability applicable to bodily injury, property damage, including loss of use of damaged property or of property that has not been physically injured or destroyed; cleanup costs; and defense, including costs and expenses incurred in the investigation, defense or settlement of claims; all in connection with any loss arising from the insured site. Coverage shall be maintained in an amount of at least five million dollars ($5,000,000) per loss. b. Coverage shall apply to sudden and accidental, as well as gradual pollution conditions resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste material or other irritants, contaminants or pollutants. c. The Operator shall maintain continuous coverage and shall purchase Extended Coverage Period insurance when necessary. The Extended Coverage Period insurance must provide that any retroactive date applicable to coverage under the policy precedes the effective date of the issuance of the permit by the City. Control of Well. The policy should cover the cost of controlling a well that is out of control, re - drilling or restoration expenses, seepage and pollution damage as first party recovery for the Operator and related expenses, including, but not limited to, loss of equipment, experts and evacuation of residents. $ 5,000,000 per occurrence/combined single limit. $ 500,000 sub -limit endorsement may be added for damage to property for which the Operator has care, custody and control. Workers Compensation and Employers Liability Insurance. a. Workers Compensation benefits shall be Texas Statutory Limits. b. Employers Liability shall be a minimum of $500,000 per accident. c. Such coverage shall include a waiver of subrogation in favor of the City and provide coverage in accordance with applicable State and Federal laws. Automobile Liability Insurance. a. Combined Single Limit of $1,000,000 per occurrence for Bodily Injury and Property Damage. b. Coverage must include all owned, hired and not -owned automobiles. Certificates of Insurance. a. The company must be admitted or approved to do business in the State of Texas, unless the coverage is written by a Surplus Lines insurer. T� A b. The insurance set forth by the insurance company must be underwritten on forms that have been approved by the Texas State Board of Insurance or ISO, or an equivalent policy form acceptable to the City, with the exception of Environmental Pollution Liability and Control of Well coverage. c. Sets forth all endorsements and insurance coverage according to requirements and instructions contained herein. d. Shall specifically set forth the notice of cancellation, termination, or change in coverage provisions to the City. All policies shall be endorsed to read "THIS POLICY WILL NOT BE CANCELLED OR NON -RENEWED WITHOUT 30 DAYS ADVANCED WRITTEN NOTICE TO THE OWNER AND THE CITY EXCEPT WHEN THIS POLICY IS BEING CANCELLED FOR NONPAYMENT OF PREMIUM, IN WHICH CASE 10 DAYS ADVANCE WRITTEN NOTICE IS REQUIRED". e. Original endorsements affecting coverage required by this section shall be furnished with the certificates of insurance. ARTICLE 4. 1. Operator shall provide a performance bond, unless a performance bond has been provided for the issuance of Gas Well Permits under the terms and conditions described in Fort Worth "Gas Drilling and Production" Ordinance, in an amount not less than the amount necessary to repair the roadways, as determined by the City Director of Transportation and Public Works, 2. Prior to the beginning of any activity pursuant to the issuance of any Gas Well Permit, unless a performance bond has been provided for the issuance of Gas Well Permits under the terms and conditions described in the Fort Worth "Gas Drilling and Production" Ordinance, Operator shall provide the Gas Inspector with a security instrument in the form of a bond or an irrevocable letter of credit as follows: a. Bond. A bond shall be executed by a reliable bonding or insurance institution authorized to do business in Texas, acceptable to the City. The bond shall become effective on or before the date the Gas Well Permit is issued and shall remain in force and effect for at least a period of six (6) months after the expiration of the Gas Well Permit term or until the well is plugged and abandoned and the site is restored, whichever occurs first. The Operator shall be listed as principal and the instrument shall run to the City, as obligee, and shall be conditioned that the Operator will comply with the terms and regulations of this Ordinance and the City. The original bond shall be submitted to the Director of Transportation and Public Works with a copy of the same provided to the City Secretary and the Gas Inspector. b. Letter of Credit. A letter of credit shall be issued by a reliable bank authorized to do business in Texas and shall become effective on or before the date the Gas Well Permit is issued. The letter of credit shall remain in force and effect for at least a period of six (6) months after the expiration of the Gas Well Permit term. The City shall be authorized to draw upon such letter of credit to recover any fines or penalties assessed under this ordinance. Evidence of the execution of a letter of credit shall be submitted to the Director of Transportation and Public Works submitting an original signed letter of credit from the banking institution, with a copy of the same provided to the City Secretary and the Gas Inspector. If the Letter of Credit is for a time period less than the life of the well as required by Ordinance Number 14880, agrees to either renew the Letter of Credit or replace the Letter of Credit with a bond in the amount required by the City of Fort Worth Ordinance Number 14880, on or before 45 days prior to the expiration date of the Letter of Credit. If fails to deliver to the City of Fort Worth either the renewal Letter of Credit or replacement bond in the appropriate amount on or before 45 days prior to the expiration date of the Letter of Credit, the City of Fort Worth may draw the entire face amount of the attached Letter of Credit to be held by the City of Fort Worth as security for I performance of its obligations under Ordinance Number 14880. c. Whenever the Gas Inspector or the Director of Transportation and Public Works Department finds that a default has occurred in the performance of any requirement or condition imposed by this Agreement, a written notice shall be given to Operator. Such notice shall specify the work to be done, the estimated cost and the period of time deemed by the Gas Inspector or the Director of Transportation and Public works Department to be reasonably necessary for the completion of such work. After receipt of such notice, the Operator shall, within the time therein specified, either cause or require the work to be performed, or failing to do so, shall pay over to the City one hundred twenty-five percent (125%) of the estimated cost of doing the work as set forth in the notice. d. The City shall be authorized to draw against any irrevocable letter of credit or bond to recover such amount due from Operator. Upon receipt of such monies, the City shall proceed by such mode as deemed convenient to cause the required work to be performed and completed, but no liability shall be incurred other than for the expenditure of said sum in hand.. e. In the event Operator does not cause the work to be performed and fails or refuses to pay over to the City the estimated cost of the work to be done as set forth in the notice, or the issuer of the security instrument refuses to honor any draft by the City against the applicable irrevocable letter of credit or bond the City may proceed to obtain compliance and abate the default by way of civil action against Operator, or by criminal action against the Operator, or by both such methods. f. The cancellation of any bond or letter of credit for the sole purpose of the repair of roadways will not release the obligation of the Operator to meet all requirements of insurance and bonding under the Fort Worth "Gas Drilling and Production" Ordinance. Any bond required by the Fort Worth "Gas Drilling and Production" Ordinance shall stay in full force and effect until the terms and conditions set out in the Ordinance are met. 3. If the cost of the completing the repair is an amount of $15,000 or less, as determined by the Director of Transportation and Public Works, cash in the amount necessary to complete the repairs, as determined by the Director of Transportation and Public Works, may be deposited with a bank or escrow agent pursuant to an escrow agreement acceptable and approved by the City ensuring completion of the repair. ARTICLE 5 MISCELLANEOUS PROVISIONS 1. Operator understands and agrees that Operator, its employees, servants, agents, and representatives shall at no time represent themselves to be employees, servants, agents, and/or representatives of the City. The City shall not have any control over the means or methods by which Operator shall perform its obligations hereunder. Operator shall furnish all equipment and materials necessary to perform hereunder and shall at all times be acting as an independent Operator. 2. By entering into this Agreement, the City does not waive, nor shall it be deemed to waive, any immunity or defense that would otherwise be available to it against claims arising by third parties. 3. This Agreement represents the entire agreement between Operator and City for repair of roadways and supersedes all prior negotiations, representations, and/or agreements, either written or oral. This Agreement may be amended only by written instrument signed by the governing body of the City or those authorized to sign on behalf of the City's governing body. ARTICLE 6. FORCE MAJEURE Events of Force Majeure shall mean any contingency or cause beyond the reasonable control of a parry including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, government or de facto government action (unless caused by acts or omissions of the party), fires, explosions, rain or other weather delays, floods, strikes, slowdowns or work stoppages. ARTICLE 7. ASSIGNABILITY/CONSENT Except as otherwise provided herein, or except as may be hereafter determined by the parties, no party to this Agreement may sell, assign, or transfer its interest in this Agreement, or any of its right, duties, or obligations hereunder, without the prior written consent of the other party. Whenever the consent or the approval of a parry is required herein, such party shall not unreasonably withhold, delay, or deny such consent or approval. Operator may assign this Agreement to any successor entity to whom the applicable Gas Well Permit has been assigned upon written notice to the City of said assignment. ARTICLE 8. NOTICE Any notice given by one parry to the other in connection with this Agreement shall be in writing and shall be by personal delivery; sent by registered mail or certified mail; or by United States Mail, return receipt requested, postage prepaid; to: CITY: Office of the City Manager City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 OPERATOR EXPRO ENGINEERING, INC. 777 Main Street, Suite 3100 Fort Worth, Texas 76102 Notice shall be deemed to have been received on the date of receipt as shown on the return receipt or other written evidence of receipt. ARTICLE 9. MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed. The parties further agree that the provisions of this Article will not be waived unless as herein set forth. ARTICLE 10. SAVINGS/SEVERABILITY In the event that any one or more of the provisions hereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not effect the other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. ARTICLE 11. GOVERNING LAW AND VENUE This Agreement shall be construed under and governed by, and in accordance with the laws of the State of Texas, and venue for any action arising under the terms and conditions of this Agreement T� 0 shall lie in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. ARTICLE 12. ENTIRE AGREEMENT This Agreement and the exhibits attached hereto, constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and supersede any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement. No amendment, modification, cancellation or alteration of the terms of this Agreement shall be binding on any party hereto unless the same is in writing, dated subsequent to the date hereof, and is duly authorized and executed by the parties hereto. ARTICLE 13. WAIVER OF TERMS AND CONDITIONS The failure of either party to enforce or insist upon compliance with any of the terms or conditions of this Agreement shall not constitute a general waiver or relinquishment of any such terms or conditions, but the same shall be and remain at all times in full force and effect. ARTICLE 14. CAPTIONS The captions contained in this Ageement are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Agreement. ARTICLE 15. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and constitute one and the same instrument. IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the ; `� _day of3a+, 2013. Feco��� ATTEST, CITY OF FORT WORTH Assistant City Manager' OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX APPROVED AS TO FORM AND LEGALITY: By: Assistant City Attorney Dennis W. Browning, V.P. Sec & Treas STATE OF TEXAS § COUNTY OF TARRANT § Before me, the undersigned notary public, on this day personally appeared�p [(�,,� ;5��-2� , the Assistant City Manager of the City of Fort Worth, Texas, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the instrument for the purposes and consideration therein expressed. Given under my hand and seal of office this 1( day of o.fu����% , 20�. EVONIA DANIELS MY CQMMISSION EXPIRES Juty 10, 2013 - Notary Public ._ • • _ Before me, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Dennis W. Browning, Vice President ,Secretary and Treasurer, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of EXPRO ENGINEERING, INC. (the corporation) and that he executed the same as the act of said EXPRO ENGINEERING, INC. (corporation) for the purposes and consideration therein expressed and in the capacity therein stated. Given under my hand and seal of office this 22nd JONNA MARIA WHITESIDE My Commission Expires July 7, 2013 T_�.. �!1 y of January, 2013. N� �; ' �, , _ _ '} ;�� ;r, C � t1', i l 1� BOND NO. RLB0014S72 KNOW ALL BY THESE PRESENTS, l-hat we, Keystone ExploretionI Ltd , as Principal, and the RLI Insurance Company ,an Illinois corporation, as Surety, are held and firmly bound unto the City of Fort Worth, Texas, 1000 Throckmorton Street, Ft. Worth, TX 76102 as Obligee, in the sum of One Hundred Thousand and No/100 --- --- Dollars ($100,000.00----) for which sum, well and truly to be paid, we bind ourselves, our heirs, executors, administrators, successors and assigns, Jointly and severally, firmly by these presents. WHEREAS, the Principal has been granted a permit (the "Permit') by the Obligee to drill multiple wells within the city limits of Fort Worth, Texas. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH THAT ff the Prncipal shall well and truly wmpiy with all of the terms and conditions of the Permit, and conduct business in conformtty therewith, then this obligation to be void; otherwise to remain In full force and effect. In no event shall the liability hereunder exceed the penal sum hereof, PROVIDED AND SUBJECT TO THE CONDITIONS PRECEDENT: 1. This obligation may be canceled by the Surety by giving thirty (30) days notice in writing of its intention to do so to the Obligee, and the Surety shall be relieved of any further liability under this Bond thirty (30) days after receipt of said notice by the Obligee, except for defautts occurring prior thereto. 2. Any claim must be presented in writing, during the term of this bond, to Rl..l insurance Company, to the attention of Greg E. Chilson, 8 Greenway Plaza, Suite 400, Houston, Texas 77046. Any claims made outside the term of the bond shall be nuil and void and of no effect. 3. Surety shall have no obligation to the Principal, the Obligee or any other person or entity for any loss suffered by the Principal, the Obligee or any other person or entity by reason of acts or omissions which are or wind be covered by the Obligee's or the Principal's general liability insurance, products liability insurance, completed operations insurance or any other Insurance. 4. No right or action shah accrue under this Bond to or for the use or benefit of anyone other then the named Obligee. 5. The Obligee will Issue a release of this Bond within a reasonable period, but In no Instance longer than thirty (30) days after termination of the Permit. IN WITNESS WHEREOF, the above bound parties have executed this instrument under their several seals this 11th day of January, 2013, the name and corporate seal of each corporate party being hereto affixed and those presents duly signed by its undersigned representative pursuant to authority of Its governing body. Keystone Exploration. Ltd Principal 0 RLI Insurance Company 8 Greenway Plaza, Suite 400 BY. ®J:t .Surety Knorr AJI Men bg These Presentsr RLBOO 14972 POWER OF ATTORNEY RLI Insurance Company That the RLI INSURANCE COMPANY, a corporation organized and existing under the laws of the State of I]Nnois, and authorized and licensed to do business in all states and the District of Columbia does hereby make, constitute and appoint: JASON T. KILPATRICK in the City of HOUSTON State of TEXAS as Attorney -in -Fact, with full power and authority hereby conferred upon him to sign, execute, acknowledge and deliver for and on its behalf as Surety and as its act and deed, all of the following classes of documents to -wit: $�oo,aoo.00 Indemnity, Surety and Undertakings that may be desired by contract, or may be given in any action or proceeding in any court of law or equity; policies indemnifying employers against loss or damage caused by the misconduct of their employees, official, bail and surety and fidelity bonds. Indemnity in all cases where indemnity may be lawfully given, and with full power and authority to execute consents and waivers to modify or change or extend any bond or document executed for this Company, and to compromise and settle any and all claims or demands made or existing against said Company. The RLI INSURANCE COMPANY further certifies that the [oolowing is a true and exact copy of a Resolution adopted by the Board of Directors o[ RLI Insurance Company, and now in force to -wit: 'All bonds, policies, andertaktngs, Powers of Attorney, or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, any Assistant Secretary, Treasurer, ar any Vice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys -in -Fact or Agents who shall have authority to issue bonds, policies, or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers•of-Attorney, or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile." IN WITNESS WHEREOF, the RLI Insurance Company has caused these presents to be executed by its PRESIDENT with its corporate seal affixed this A776ST: +++++N ti n 1 h prgr1 14 `%oRPoq,fr SEAL•.. PRESIDENT` • Y� On this 11 day of January 2013 before me, a Notary Publte, personally appeared Michael J. Stone and Jgan M. 5teoheruon, who being by me duly sworn, acknowledged tftat they signed the above Power of Attorney as President and Corporate 3eaetary, respectively, of the said i2LIINSURAiYCE COMPANY, and acknowledged said Instrument to be the voluntary act and deed of said corporation. "OFFICIAL S�AI" NOfAflY �� JACQUEUNE M. BUCKLER srAn:oc uuwoa COMiMISSIOt t EXPIRES 03/O1114 SPA028 (03/11) RLI Insurance Company 8 Greenway Plaza, Sude 400 Houston, Texas 77046 Ph one:713wWwI300 Fax:713.981-0285 Railroad Commission of Texas Continuation Certificate Attaching to and forming part of Blanket Performance Band No. RLB0012955 ,executed January 19 2010 on behalf of TEXTRAN PIPELINE, LLC as Principal, In favor of the State of Texas Railroad Commission of Texas Oil and Gas Division as Obligee, issued by RLI Insurance Company as Surety, in the amount of Twenty -Flue Thousand Dollars And No Cents Dollars ( $ 251000M 1. It is understood and agreed that effective: The bond is hereby in force to: The P-5 Operator number is 850960 July 1, 2013 July 1, 2014 This Continuation Certificate is executed upon the express condition that the Surety's liability shall not be cumulative and shall be limited at all times by the amount of the penalty stated in the bond or by any riders Issued amending the penalty of the bond. All other conditions and terms to remain as originally written or previously amended by rider. Signed and sealed and dated this 3rd day of December 2012 TEXTRAN PIPELINE LLC Principal By: (Print Name/Tlt1e) RLI insurance Company 8 Greenway Plaza, Suite 40Q ;,, , surety CfuXbur�y, AttomBy in Fact ivW211712 RLI Insurance Company 8 Giveaway Plaza, Suite 400 Houston, Texas 77046 Phone: 713461-1300 Fax: UM61-0285 POWER OF ATTORNEY RLI Insurance Company RLB0012955 Knowitll Men by These Presen[s: That the RLI Insurance Company, a corporations organized and existing under the laws of the State of Illinois, and authorized and licensed to do business in all states and the District of Columbia does hereby make, constitute and appoint: Robbie Duxbury in the City of Houston , State of Texas , as Attorney in Fact, with full power and authorityhereby conferred upon him/her to sign, execute, acknowledge and deliver for and on their behalf as Surety and as their act and deed, all of the following classes of documents to -wit: $ 25,000.00 Indemnity, Surety and Undertakings that maybe desired by contract, or maybe given in any action or proceeding in any court of law or equity; policies indemnifying employers against loss or damage caused by the misconduct of their employees; official, bail and surety and fidelitybonds. Indemnify in all cases where indemnity maybe lawfully given; and with full power and authority to execute consents and waivers to modify or change or extend any bond or document executed for this Company, and to compromise and settle any and all claims or demands made or existing against said Company. RLI Inauraace Company furthercertifiesthat the following is a true and exact copy of a Resolution adopted by the Board of Directorsof RLI Insurance Company, and now in force to -wit: "Al] bonds, poiicies,undertakings,Pnwers of Attorney or other obligationsof the corporation shall be executed in the corporatename of the Company by the President, Secretary, any Assistant Secretary, Treasurer, or any Vioe President, or by such other officers as the Board of Directors may authorize, The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or Agents who shall have authority to issue bonds, policies or undertakings in the name of the Company. The corporate seat is not necessary for the Nialidityof any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile." IN WITNESS WHEREOF, RLI Insurance Company has caused these presents to be executed by its V{ce President with its corporateseals affxedthis 3rd day of December . _2012 . ATTEST: Assistant Secretary State of Illinois SS County of Peoria coapO�te t SEALpq RLI Insurance Company By: On this 3rd day of December 2012 before me, a Notary Public, personally appeared Rqv Q sjeje and Cynthia S. Dohm , who being by me duly sworn, acknowledged that they signed the above Power of Attomby+a VieePresidentand Assistant Secretary, respectively, of said RLI Insurance Company, and acknowledged said instrument to be the voluntary act 'and deed of paid corporation, ad a•u.u.,,.u.. u...auauuu.I A00560AG812 A� ® CERTIFICATE OF LIABILITY INSURANCE 10/12/2012 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 VVn rAVr H021117.e Esh NAME: Dexter & Company PHONE (214)526-5646 A/CNo:(214)526-6926 ICAA rxtk 3601 Cedar Springs Rd. EDpAIL-besh@dexterinsurance.com Dallas, TX 75219 INSURERS AFFORDING COVERAGE NAIC# INSURERA:Gemini Insurance Company INSURED INSURER B : Keystone Exploration, Ltd INSURERC: 777 Main St., Suite 3100 INSURERD: Fort Worth, TX 76102 INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR TYPE OF INSURANCE ADD S BR POLICY NUMBER MM/DDY EFF MM/DDT LIMITS LTR GENERAL LIABILITY EACH OCCURRENCE_ PREMISES Ea occurre$ 11000,000 X COMMERCIAL GENERAL LIABILITY D TO RE urr nce $ 100, 000 A CLAIMS -MADE X❑ OCCUR JGD270438 6/28/2012 6/28/2013 MED EXP (Any one person) $ 51000 PERSONAL & ADV INJURY $ 1,0001000 GENERAL AGGREGATE $ 21000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OPAGG $ 2,000,000 X1 POLICY PRO- LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1 000 000 ANY AUTO BODILY INJURY (Per person) $ A ALL OWNED SCHEDULED JGD270438 6/28/2012 6/28/2013 BODILY INJURY (Per accident) $ AUTOS X H RTEDSAUTOS X NON -OWNED PeOPERTntDAMAGE $ AUTOS $ X X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 101 000, 000 EXCESS UAB CLAIMS -MADE JGD270438 6/28/2012 6/28/2013 AGGREGATE $ 10, 000, 000 DED I I RETENTION $ $ WORKERS COMPENSATION WC STATUDRY "M - I OTH- AND EMPLOYERS' LIABILITY ER ANY PROPRIETOR/PARTNER/EXECUTIVE a NIA A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE - EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Control of Well JCD2700343 6/28/2012 6/28/2013 $5MMD61iing $500KCCC A Pollution LegalLia JGD270438 & JUD2700303 6/28/2012 6/28/2013 1,000,000 each occ 10,0001000 Ag DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, It more space Is required) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Office of the City Manager City of Fort Worth, Texas 1000 Throckmorton Street AUTHORIZED REPRESENTATIVE Fort Worth, TX 76102 Bob Carter/BONNIE ACORD 25 (2010/05) ©1988=2010 ACORD CORPORATION. All rights reserved. INSn25rontnn51n1 Thn anrwn namra and Innn ara raniallar aril marts of Ar:npn 7 ® DATE (MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 10/15/2012 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 Covington Financial Services 11233 Shadow Creek Pkwy Pearland INSURED COVERAGES TX 77584 Keystone Exploration, Ltd. et al 777 Main Street Suite 3100 Fort Worth TX 76102 CERTIFICATE NUMBER: Dale Klupsch 281-589-8591 INSURER A: Pan-American Life Insurance Company INSURER B INSURER C : INSURER D : INSURER E : REVISION NUMBER: 67539 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ElOCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ POLICY PRO- JECT LOC $ AUTOMOBILE LIABILITY (Ea accident) $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON -OWNED HIRED AUTOS AUTOS (Per accident) $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y IN ANY PROPRIETOR/PARTNER/EXECUTIVEr—i OFFICERIMEMBER EXCLUDED? IL N / A - TORY LIMITS - 11 ER E.L. EACH ACCIDENT $ JI (Mandatory In NH) E.L. DISEASE - EA EMPLOY $ ff yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ Occupational Accident CSL $5003000,00 UCOAP10541 05/01/2012 05/01/2013 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Aggregate Limit and Deductible apply AD&D Limit is lower than CSL Office of the City Manager City of Ft. Worth 1000 Throckmorton Street I. Worth ACORD 25 (2010/05) TX 76102 CANCELLA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIO N DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Jaime Valcanas © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD