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HomeMy WebLinkAboutContract 61042CSC No. 61042 FORT WORTM, VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and Infrastructure Analytics Company ("Vendor"), a Texas foreign corporation acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." Vendor is a verified sole source provider for the services to be provided. AGREEMENT DOCUMENTS: The Agreement documents include the following: 1. This Vendor Services Agreement; 2. Exhibit A — Scope of Services; 3. Exhibit B — Compensation; 4. Exhibit C — LGC 252 Certification; and 5. Exhibit D — Verification of Signature Authority Form. Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement control. 1. Scope of Services. Asphalt Sensors and Monitoring for various city projects ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. The initial term of this Agreement is for one year(s), beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective 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 three one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. 3.1 Total compensation under this Agreement will not exceed Forty Five Thousand Three Hundred Dollars and no cents ($45,300.00). 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 1 of 20 3.3 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other parry with 30 days' written notice of termination. 4.2 Non-annronriation 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. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its 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 Vendor. It will be the responsibility of Vendor 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. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor Services Agreement Page 2 of 20 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 further unauthorized disclosure. 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 subcontractors. 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, contractors, and subcontractors. 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, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors 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 contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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, REPREENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. Vendor Services Agreement Page 3 of 20 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software 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 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 documentation with equally suitable, compatible, and functionally equivalent non -infringing software and 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 will be 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, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must 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 Services pursuant to this Agreement: Vendor Services Agreement Page 4 of 20 10.1 Coverage and Limits 10.2 (a) Commercial General Liability: $1,000,000 - Each Occurrence $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, or its employees, agents, or 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 Services are being performed Employers' liability $100,000 - Bodily Injury 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): ❑ Applicable ❑1 N/A $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 must 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 must be submitted to City to evidence coverage. General Reauirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must 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 must be provided to City. Ten (10) days' notice will be Vendor Services Agreement Page 5 of 20 acceptable in the event of non-payment of premium. Notice must be sent to the City in accordance with the notice provision of this Agreement. (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 current 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. 11. 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 must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, 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, CONTRACTORS, SUBCONTRACTORS, 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 (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address Infrastructure Analytics Company Nizar Lajnef, Co -Founder 3675 MARKET ST, STE 200 PHILADELPHIA, PA 19104 Email: admin(&,,infratico.com Vendor Services Agreement Page 6 of 20 14. Solicitation of Emplovees. 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 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 does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to 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; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party 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 Vendor Services Agreement Page 7 of 20 executed by an authorized representative of each party. 23. 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. 24. 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. 25. Immigration Nationalitv Act. Vendor must 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 I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must 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, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, 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. 27. Signature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Companv Name or Ownership. Vendor must 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 Vendor Services Agreement Page 8 of 20 resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, 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 Agreement. 30. Prohibition on BovcottinL, Energv Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement 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. (signature page follows) Vendor Services Agreement Page 9 of 20 IN WITNESS WHEREOF, the parties hereto each execute this Agreement by their duly authorized representatives. City: By: C�(� Name: Jesica McEachern Title: Assistant City Manager Date: Mar 4, 2024 Vendor: Knii }ono By: Kenji Aono (Feb 21, 202411:25 EST) Name: Kenji Aono Title: President Date: Feb 21, 2024 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: Lau ren Prieur(Feb 23,202413:13 CST) Name: Lauren Prieur Title: Director, Transportation & Public Works Approved as to Form and Legality By: Douglas Black (Feb 29, 202411:21 CST) Name: Douglas W Black Title: Sr. Assistant City Attorney Contract Authorization: M&C: N/A Form 1295: N/A Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: 71%c?iL/.ItCL/L �YCj� Marwan Hafez(Feb 21,2 !29 CST) Name: Marwan Hafez Title: Professional Engineer City Secretary By. a Name: Jannette Goodall Title: City Secretary dp4U4RQ�� � Foal �a ,,00000vo�o�a�°e hg g=0 o aaa �'EXASo4d ���Rd044 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 20 EXHIBIT A SCOPE OF SERVICES The scope set forth herein defines the work to be performed by the Vendor in completing the project. Both the City and Vendor have attempted to clearly define the work to be performed and address the needs of the Project. OBJECTIVE The objective of this agreement is to engage a specialized service to provide and implement cutting -edge "Tagging" sensor technology during the construction phase of our asphalt resurfacing project, which is being executed by another contractor. The "Tagging" sensors will serve as essential data repositories, storing crucial information related to the construction process, such as material properties, weather conditions, project management data, and other relevant details. By attaching this data directly to the asset (the roadway) via the sensors, we aim to ensure a seamless and comprehensive record of each project's lifecycle. One of the primary benefits of employing this innovative approach is the preservation and security of data. Instead of relying on cloud -based storage or traditional databases, where data could be susceptible to loss or hacking, the information will be physically stored within the "Tagging" sensors themselves. This not only reduces the risk of data compromise but also minimizes the costs associated with cloud storage. Additionally, the data retrieval process will be made efficient through the use of specialized readers, allowing us to access vital project insights and performance metrics with ease. With the Vendor's expertise in deploying and managing such sensors, we can expect streamlined data collection and management, leading to enhanced decision -making processes, improved project oversight, and ultimately, higher -quality asphalt resurfacing projects. This collaborative effort between City's engineering team and Vendor seeks to ensure that our construction projects are executed with utmost precision, compliance, and adherence to the highest standards of quality, contributing to the long-term sustainability and resilience of City's transportation infrastructure. The initial locations for the sensors are shown in the following table: Street From Bellaire Drive S S. Hulen Street Overton Park Drive Bellaire Drive Harlanwood Drive S Hulen Street Glenwood Drive S Hulen Street Bellaire Drive N Pond Drive Stadium Drive Bellaire Drive N Park Hill Drive Colonial Parkway Merida Avenue Benbrook Boulevard Colonial Parkway Rogers Road To Overton Park Drive Hartwood Drive Overton Park Drive Overton Park Drive Stadium Drive W Cantey Street Shirley Avenue W Berry Street Pavement Change Vendor Services Agreement Page 11 of 20 WORK TO BE PERFORMED Task 1. Pilot Experiment Management Task 2. Pilot Experiment Design Task 3. Providing Sensors and Readers Task 4. Adjusting the software to the City Needs Task 5. Construction Phase Services Task 6. Training and Customer Support TASK 1. Pilot Experiment Management. Vendor will manage the work outlined in this scope to ensure efficient and effective use of Vendor's and City's time and resources. Vendor will manage change, communicate effectively, coordinate internally and externally as needed, and proactively address issues with the City's Project Manager and others as necessary to make progress on the work. 1.1. Managing the Team: • Lead, manage and direct the pilot experiment activities • Ensure Quality Control / Quality Assurance (QC/QA) is practiced in performance of the work. • Communicate internally among team members • Task and allocate team resources 1.2. Communications and Reporting: • Attend a pre -implementation kickoff meeting with City staff to confirm and clarify scope, understand City objectives, and ensure economical and functional designs that meet City requirements • Conduct review meetings with City at the end of each Implementation phase • Prepare invoices, in accordance with Exhibit B to this Standard Agreement and submit monthly in the format requested by City. Multi -month billing is not allowed. • Coordinate with other agencies and entities, with support of City, as necessary for the Implementation of the proposed sensors into the infrastructure. • Personnel and Vehicle Identification: When conducting site visits to the project location, the Vendor or any of its sub -consultants shall carry readily visible information identifying the name of the company and the company representative. ASSUMPTIONS • One (1) pre -Implementation kickoff meeting • One (1) constructability review meeting during construction • Two (2) plan review meetings • All submittals to City will be Quality checked prior to submission. • Project construction phase is anticipated to take Two (2) months. Vendor Services Agreement Page 12 of 20 DELIVERABLES A. Meeting summaries with action items B. Monthly Project Status Reports C. Monthly invoices TASK 2. Pilot Experiment Design The Vendor's plan to design and execute the sensor implementation experiment involves a well - structured approach that ensures optimal data collection and project integration while safeguarding the sensors from potential damage during the construction phase. To begin, the Vendor will conduct an in- depth analysis of our asphalt resurfacing projects, collaborating closely with City's engineering team to understand the specific requirements and objectives. The first step will entail carefully selecting the locations for installing the "Tagging" sensors. This selection process will be based on factors such as project complexity, critical areas for data collection, and the need for a representative dataset. The Vendor will utilize their expertise and industry knowledge to identify strategic points along the roadway where the sensors can provide the most valuable insights. To facilitate smooth sensor installation, the Vendor will provide detailed maps of the designated locations, highlighting the precise spots where each sensor is to be placed. This comprehensive mapping will ensure accurate and efficient deployment, minimizing any potential disruptions during the construction process. Given the challenging construction environment, the Vendor will prioritize finding the best way to incorporate the sensors without risking damage from heavy equipment or construction activities. They will collaborate with the contracted construction teams to identify safe and secure mounting methods that do not interfere with the regular construction workflow. Protective casings or shielding may also be considered to enhance the durability and longevity of the sensors. ASSUMPTIONS • Vendor will obtain approval from City Project Manager on the sensors locations • Vendor shall not proceed with Implementation activities without written approval by City of the Conceptual Design Package. DELIVERABLES A. Detailed Sensor Location Plan: A comprehensive plan indicating the selected locations for installing the "Tagging" sensors across the asphalt resurfacing projects. This plan will highlight strategic points that ensure efficient data collection and representative dataset coverage. B. Sensor Installation Guidelines: Clear and precise guidelines on how to incorporate the sensors into the construction phase without compromising their functionality or risking damage from heavy equipment. The guidelines will ensure that the sensors are securely mounted and well -protected throughout the project. C. Monitoring and Maintenance Protocol: A robust monitoring and maintenance protocol that outlines regular inspection procedures for the installed sensors. This protocol will include instructions for identifying signs of wear or damage. Vendor Services Agreement Page 13 of 20 D. Communication and Collaboration Framework: A well-defined communication and collaboration framework between the vendor, City engineering team, and contracted construction companies. This framework will facilitate seamless coordination, enabling prompt resolution of any challenges that may arise during the experiment's execution. TASK 3. Providing Sensors and Readers During the sensor manufacturing and delivery phase, the Vendor will begin the process of producing the state-of-the-art "Tagging" sensors and the corresponding specialized readers. Leveraging their expertise in sensor technology, the Vendor will ensure that the sensors are designed to meet the specific requirements outlined in the earlier planning phase. Rigorous quality control measures will be applied throughout the manufacturing process to guarantee the reliability, durability, and accuracy of the sensors. Once the sensors are meticulously produced, the Vendor will carefully package and ship them to the designated location within the City. The packaging will prioritize the protection of the delicate sensor components, ensuring they arrive in pristine condition. Alongside the sensors, the Vendor will also provide the necessary specialized readers and any accompanying documentation that will aid in the later stages of implementation. Throughout this phase, the Vendor will maintain open lines of communication with the City, providing updates on the manufacturing progress, shipping details, and estimated delivery times. The City engineering team will be kept informed and well -prepared to receive the sensors and readers promptly upon arrival. By successfully completing this phase, the Vendor will fulfill their commitment to delivering the "Tagging" sensor technology, laying the foundation for the subsequent stages of training and implementation. This critical step sets the stage for the seamless integration of the sensor technology during the construction phase of asphalt resurfacing projects, revolutionizing data collection and project management for enhanced decision -making and improved infrastructure outcomes. DELIVERABLES A. Manufacturing, Packaging, and Shipping of 100 tagging sensors to the City B. Shipping of 1 short-range (10-feet) data reader C. Shipping of 1 high -power laptop connected data reader TASK 4. Adjusting the software to the City Needs During the "Adjusting the Software to the City Needs" phase, the Vendor will focus on customizing their software to align precisely with the City's specific data viewing requirements and preferences. As an essential component of the sensor implementation project, this phase aims to tailor the software interface, ensuring that it efficiently presents the information that matters most to the City's engineering team while maintaining user -friendliness and ease of navigation. Working closely with the City's engineering team, the Vendor will conduct comprehensive consultations to understand the unique data insights and project management metrics that are crucial for decision - making during the asphalt resurfacing projects. Based on this collaborative input, the Vendor will modify the data viewing templates (windows) within the software, optimizing them to showcase the most relevant and critical data points prominently. Vendor Services Agreement Page 14 of 20 The customization process will prioritize a user-friendly design that allows the City's engineering team to intuitively access and interpret the information. The software interface will be refined to simplify data retrieval, visualization, and analysis, empowering the team to make informed decisions swiftly and accurately. Moreover, the Vendor will ensure that the adjusted software seamlessly integrates with the "Tagging" sensors and readers, enabling real-time data updates and effortless synchronization. Rigorous testing will be conducted to guarantee the software's functionality, accuracy, and compatibility with the sensor technology. Throughout this phase, the Vendor will maintain constant communication with the City's engineering team, providing regular progress updates and opportunities for feedback. Any adjustments or modifications needed to further optimize the software to the City's requirements will be promptly addressed and implemented. By the conclusion of this phase, the software will have undergone meticulous adjustments, transforming it into a tailored tool that empowers the City's engineering team with a clear, comprehensive, and user- friendly data viewing experience. This successful customization will set the stage for the subsequent stages of training and implementation, ensuring the City maximizes the full potential of the sensor technology to enhance project manage DELIVERABLES A software integrated with the provided readers that allows the City Personnel to write and read from the tagging sensors in the format and templates approved by the City. TASK 5. Construction Phase Services During the implementation phase, the Vendor's methodology will revolve around precise planning, seamless coordination, and efficient sensor deployment while maintaining harmonious collaboration with the external roadway resurfacing contractor. As the Vendor is solely responsible for installing the "Tagging" sensors, they will begin by closely coordinating with the City's engineering team and the contractor to establish a well -structured timeline that aligns with the construction schedule. To ensure optimal sensor placement, the Vendor will leverage their expertise and conduct thorough site assessments, identifying strategic locations along the roadway for sensor installation. These locations will be selected to capture essential data, including material properties, weather conditions, and other pertinent project management information. Once the locations are determined, the Vendor will provide detailed mapping to guide the sensor installation process, minimizing any disruptions to the construction activities. Collaboration with the external contractor is paramount during the implementation phase. The Vendor will work closely with the construction team to seamlessly integrate the sensor installation into the ongoing roadway resurfacing project, with support from the City to ensure cooperation of all parties. This coordination will involve establishing clear communication channels, ensuring that the contractor is aware of the sensor placement areas and any special requirements to avoid damaging the sensors during construction activities. Throughout the implementation, the Vendor will conduct quality checks to guarantee the correct installation and functionality of each sensor. They will also ensure that the sensors are adequately protected from potential damage, either through careful positioning or the use of protective casings where needed. Vendor Services Agreement Page 15 of 20 Additionally, the Vendor will provide training and support to the City's engineering team on how to access and retrieve data from the sensors using the specialized readers. This training will enable the engineering team to efficiently collect real-time data during the construction phase, supporting informed decision -making and project oversight. Overall, the Vendor's methodology during the implementation phase will center on precision, collaboration, and seamless integration. By deploying the "Tagging" sensors strategically, coordinating effectively with the external contractor, and providing adequate training, the Vendor will enable the City to harness the full potential of the sensor technology, ultimately enhancing project management and ensuring the successful execution of the roadway resurfacing projects. DELIVERABLES • Precise sensor installation at strategic locations along the roadway resurfacing project. Seamless coordination with the external contractor to avoid sensor damage and ensure smooth implementation. • Testing of the installed sensors with the readers to assure that the data has been stored TASK 6. Training and Customer Support The Vendor's approach for providing the City engineering team with training and customer support will be comprehensive and hands-on, designed to empower the team to make the most of the "Tagging" sensor technology: Tailored Training Sessions: The vendor will conduct customized training sessions, catering to the specific needs and objectives of the City engineering team. These sessions will include detailed instructions on operating the sensors, using the specialized readers, and navigating the adjusted software interface. Practical demonstrations and real -world scenarios will be incorporated to enhance understanding and application. Ongoing Customer Support: The Vendor will offer continuous customer support for two years after installing the sensors. The Vendor will address any queries, technical issues, or challenges that the City engineering team may encounter while using the sensor technology. This support will be available through various channels, including phone, email, or online portals, ensuring prompt assistance whenever needed. By implementing this approach, the vendor will equip the City engineering team with the knowledge and tools necessary to effectively utilize the "Tagging" sensor technology. The hands-on training and ongoing customer support will empower the team to harness the full potential of the sensors, enabling data -driven decision -making and enhanced project management throughout the lifecycle of asphalt resurfacing projects. Vendor Services Agreement Page 16 of 20 EXHIBIT B COMPENSATION I. Compensation A. The Vendor shall be compensated a total lump sum fee of $45,300.00 as summarized in Exhibit B-1 - Vendor Invoice and Section IV - Summary of Total Project Fees. The total lump sum fee shall be considered full compensation for the services described in Attachment A, including all labor materials, supplies, and equipment necessary to deliver the services. B. The Vendor shall be paid monthly payments as described in Section II - Method of Payment. lI. Method of Payment A. Partial payment shall be made to the Vendor monthly upon City's approval of an invoice prepared and submitted by the Vendor in the format and including content as presented in Exhibit B-1, Progress Reports as required in item III. of this Attachment B, aa 9. The ealettlatedfr-ofn progress seh dine as FeqffiFed-4*--Atk&--\hnw�M D to this S ate— Agf:eefnt "-- ac-se -ding t the euffef4 ver-sion of the City f Fet4 Worth 'z Eo\hadtle C. The cumulative sum of such monthly partial fee payments shall not exceed the total current project budget including all approved Amendments. D. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the Vendor. III. Progress Reports A. The Vendor shall prepare and submit to the designated representative of the Transportation and Public Works Department monthly progress reports and schedules in the format required by the City. Vendor Services Agreement Page 17 of 20 IV. Summary of Total Project Fees Firm Primary Responsibility Fee Amount % Prime Vendor Infrastructure Analytics The described service in 45,300.00 100 Company Inc. Attachment A. Proposed MWBE Subcontractor N/A Non-MWBE Subcontractor N/A Project Number & Name Various city projects City MWBE Goal = _0.0% TOTAL $ 45,300.00 100% Total Fee MWBE Fee $ 45,300.00 $ N/A Vendor Committed Goal = _0_ % MWBE % N/A % Vendor Services Agreement Page 18 of 20 Exhibit B-I hifrastructure Analytic Campaiay (h fi: atico) N Gould St, STE N 3a Eerid"�Ii 82801-b317 sales@infratieo.com I N F RAT I CO .� � .L,t., PwjectNv. CPNYv4937 BILLTO Quoted ]late 2023!11Fa^q City of Fort Worth TermsUpon montl ]y invoice Transportation and Public Work Latest Lhie 2o241o3lor 5001 James Ave Fort'Worth, Texas 76115 (Order Number Revision IAMID 2 AC&ity Qty. Rate (USIO) Amount' Sensor Supplies 10 $ 860.00 81600 Labor (Casting & Packaging) 1 $ 11, 700.00 11,700 Software Interface — City Data Requirements 1 $ 20, 500.00 20,500 Travel to Fort North 2 $ 2,000.00 4,000 Subtotal 44,800 Delivery 500 Surcharges 0 Total Due $45, 300. 60 Per -unit pricing may include volume discounts. This estimate is an approximation and is not . x.... =,.d The estimate is based on information �1roVided from the client regarding project a.� . Project is not intended for resale and is scoped for evaluation or research purposes only. Actual cast may change once all project elements are finalized or negotiated. Prior to any changes of c9ost, the clientwill be notified. Estimate valid for 14 days. The prices are exclusive of any takes (including, without limitation, sales. use, value added, goods and services, business, property (leal or personal, tangible or intangible.), license. documentation.. iI Ei.;.on, import, export excise, fral3chlse, stamp. or other tax), custom fees or tolls lec, impost, withholding, fee, duty or other charge of any nature imposed by any governmental authority or other tax authority in any jurisdiction, and any and all fines, penalties, additions to tax, interest and other charges relating thereto (collectively' `'TTaxes"). All Taxes. shall be paid by client in addition to the Ti'otaL If any payment by the client is subject to withholding tax, the client agrees to increase the amount of any pal -cent �6ich is subject to a iskithholding or pay an additional amount as is necessary to ensure that Infrati€o receives the same amount it ,would ham received if there had been no i%ithhol ft Client shall deliver any certifications and other Thank you for your business' Page 1 of 2 Vendor Services Agreement Page 19 of 20 documents required to demonstrate eligibility and to benefit from any exemption or other relief from airy Taxes. Infratico prmides resources such as services, products, technical and reliability data, design resources, application or other design advice Web tools, safety information, and other resources as is' and `as available' and %ith all faults, and * laims all warranties, express or implied, including i6thout limitation any implied warranties of merchantability, fitness for a particular purpose or non -infringement of third party intellectual property rights. These deliverables are intended for skilled developers designing v+ I Infratico resources, You are solely resp*xsible for selecting tke appropriate products for your application; designing,, validating, aikd testing your application, and ensuring your application meets applicable standards, and azy safety, security, regulator}'. or other requirements. Resources are subject to chat e %ithout notice. Other reproduction, display, or marketing of resources prodded by Infratico is prohibited. No licenses is granted to any other Infratico intellectual property right and Infraticjo disclaims responsibility for. and you v�ill fully indemnify Infratico and its representatives against any claims, damages, costs, losses, and liabilities arising out of your use of these resources. Credit card payment convenience fee as of Jute, 2023 is three and a half percent (3.5%). Any invoices not paid on or before the due date vvill bear interest starting on the quoted date until the invoice is paid at the lesser of tvvo (2%) percent per week from quoted date or the highest lawful rate. DoinesticACH/Wires in U'SD (Preferred payn?ent, contact us for alternatives) Beneficiary Saul: Middlesex Federal SaNings Beneficiary Sank: Address One College Avenue Somerville, MA 02144 Routing (ABA) Beneficiary Sank: ocount Beneficiary Infrastructure Analytics Company Thank you for your business Page 2 of 2 Vendor Services Agreement Page 20 of 20 FORT WORTH® Exhibit C CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided to determine whether an exemption to Chapter 252's bidding requirements is defensible. If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Name of Contract Manager: Department's Attorney: Item or Service sought: Goods: Service: Anticipated Amount: Vendor: Current/Prior Agreement for item/service: CSC or Purchase Order #: Amount: Projected M&C Date: How will this item or service be used? Transportation & Public Works Department Marwan Hafez Doug Black Goods and Service FXJ $45,300.00 Infrastructure Analytics Company Inc Yes ❑ N/A N/A N/A The service includes a specialized consultant to provide and implement a cutting -edge "TaaainR" sensing technolo2v. This technolo2v will be installed during the construction phase of one of the citv's asphalt resurfacing proiects. The consultant's responsibilities include desi2nin2, manufacturing, and delivering the tn2in2 sensors considering the size of the construction pro iect and the customized user interface of the data storage software. First, the consultant will develop software customized to the citv engineers' needs. The software will facilitate the storage and retrieval of construction -related data from the sensors. Specialized readers will also be provided by the consultant for automatic data retrieval, Page 1 of 5 including a handheld reader and a laptop. During the construction phase, the consultant will conduct onsite demonstrations, illustrating the proper installation of these sensors into and under the pavement. Moreover, the consultant will offer training support and conduct follow up meetings with citv staff to ensure the effective installation of the ta22in2 sensors. Has your department started a requisition or otherwise contacted the Purchasing Division related to obtaining this good/service? Yes ❑ No If yes, please provide requisition number or brief explanation of contact with Purchasing Division: N/A Section 2: Claimed Exemption and Justification (Other than sole source) NOTE - For a claimed sole -source exemption, only complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions: ❑ A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; ❑ A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; ❑ A procurement for personal, professional, or planning services; ❑ A procurement for work that is performed and paid for by the day as the work progresses; ❑ A purchase of land or a right-of-way; ❑ Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; ❑ A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; ❑ A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; ❑ Personal property sold: Page 2 of 5 • at an auction by a state licensed auctioneer; • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; • by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or • under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; ❑ Services performed by blind or severely disabled persons; ❑ Goods purchased by a municipality for subsequent retail sale by the municipality; ❑ Electricity; or ❑ Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. [INSERT DETAILED EXPLANATION AS TO HOW/WHY CLAIMED EXCEPTION APPLIES TO THIS PURCHASE] Section 3: Claimed Sole -Source Exemption and Justification NOTE - For any non -sole -source exemption, complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions ® *A procurement of items that are available from only one source, including: • items that are available from only one source because of patents, copyrights, secret processes, or natural monopolies; • films, manuscripts, or books; • gas, water, and other utility services; • captive replacement parts or components for equipment; • books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and • management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? Page 3 of 5 The offered sensors Drovide onsite electronic database embedded in the Davement materials for material data tracking and forensic analysis. The technolo2v is still under development for research Duraoses. It was demonstrated in a previous Droiect in Michigan and is under trade secret by Infratico Inc (Consultant). Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. An internet search was conducted focusing on technoloav reviews and publications for taaain2 memory sensors. Most of the findings are research -based initiatives. Some vendors utilize sensors for monitoring pavement structural health and environmental conditions. Other companies are specialized in diverse applications of sensing technoloizv such as traffic detection, laser -based sensors, inspection, and survevin2. The application of Radio Frequencv Identification (RFID) tracking in Davement construction appears limited. Therefore, it is presumed that Infratico Inc. stands as a sinLyular source for this Droiect. Did you attach a sole source justification letter? ❑ Yes M No Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). Tagging solutions available on the market are limited by restrictions of Radio Frequencv Identification (RFID) technoloay. Thev all require that information to be stored in cloud -based databases. The technoloizv subiect of this Droiect, provided by Infratico Inc (Consultant), is a research grade novel taaaina end -to -end solution protected by trade secret. The tags are capable of storing all material and construction information on chip and the associated DroDrietary software allows to access the information without the need for internet connectivitv. The software allows the wireless reader to extract all information directiv from the tags without the need to consult a database. This technolo2v eliminates the need for maintaining anv cloud hosting. The tags are zero -Dower systems that do not require batteries. The technolo2v is under research and demonstration levels. The end -to -end solution (sensors and software) is available only by the Infratico Inc. Section 4: Attornev Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? MYes ❑No. Was there anything attached to this form that was relied on in making this determination? MYes ❑No. If yes, please explain: The Department provided a sole source letter. Page 4 of 5 Was there anything not included on this form or attached hereto that was relied on in making this determination? If yes, please explain: N/A Will the standard terms and conditions apply? Will the contract require special terms? Will the contract require review by the department attorney? Approved By: ."4 A 'C ere IaCilty ato-Mensah/Jessika Williams ssis Attorney ❑Yes ®No. ®Yes ❑No. ❑Yes ®No. ®Yes ❑No. Date: 02/08/2024 Page 5 of 5 Infrastructure Analytics Company 3675 Market St, Ste 200 Philadelphia, PA 19104 I N FRATICO https://infratico.com Dr. Marwan Hafez Transportation & Public Works Department City of Fort Worth 200 Texas Street Fort Worth, TX 76102 February 1, 2024 In consideration of the services and goods quoted for the Design Services for the 2024 Asphalt Resurfacing Contract 5 City Project No. 104937, this letter is to provide additional explanation of the uniqueness of our offering as compared to other solutions available on the open market. Infrastructure Analytics Company (Infratico) is a boutique provider of electronic sensor hardware, research analytics, and a one -stop -shop for custom design solutions with end -to -end integration built to customer specifications. 1. There is no commercial off the shelf solution for a wireless tag that is designed to be embedded in asphalt pavements. One of the largest providers of UHF RFID tags, Avery Dennison, has 174 products listed, ranging from: livestock tracking, vehicle keys, and keycards (https:Hrfid.averydennison.com/content/rfid/na/en/home/product-finder.html). Other providers such as HID, NXP, Zebra, Impinj, etc. also have a gap in their offerings when it comes to embedded UHF RFID tags for asphalt or other pavements. Two of the common concerns that are not being met by existing commercial offerings are: 1) the tags will not survive the construction process to embed, and 2) once embedded the physical tags need to meet certain performance metrics lest they interfere with the nominal operation of the pavement. Our offering utilizes trade secret methods to enable UHF RFID technology in a package that largely matches the physical characteristics of the pavement (flexural / Young's modulus, operational temperature, etc.) and has been shown to have a high degree of survivability during the construction process (100% in a field trial with the FAA). 2. Only Infratico and approved consultants are authorized to work on the initial software offering for the aforementioned hardware tags. The final equipment and solution can be interoperable and worked on by others, but for Infratico to be able to ensure or guarantee that the hardware + software solution is satisfactorily customized in a manner consistent with client needs, we will require full visibility and access to both project components prior to initial delivery. 3. Our novel "Tagging' sensing solution, which is in an early development stage after initial proof -of -concept trials with Minnesota Department of Transportation, Michigan Department of Transportation, and the Federal Highway Administration, does not have an existing equivalent on the open market. This solution is a local - first method for providing project information and local pavement characteristics by storing digital data at the edge. It does not require cumbersome data storage or Internet connectivity to track critical information efficiently. By embedding the tags in the material during construction, we are able to imbue the source materials with a level of traceability and accountability that has remained elusive. The digital and wireless "Tagging" of materials enables a cradle -to -grave tracking across the lifespan of the pavement without the need for batteries or external networking, yet still addresses the need for low cost, long term, smart data access for forensic analysis. We look forward to partnering with the City of Fort Worth in developing our technology to meet the identified needs. I would like to reiterate that we have not found a directly competing product on the open market place to our "Tagging" sensing solution, which is currently a technology that is in a research and development phase within Infratico as we built out and prove its capability in preparation of a commercial offering beyond small trials customized to specific customer needs. Please do not hesitate to contact us with any inquiries or request, my contact e-mail is: kenji@infratico.com Very sincerely, Kenji Aono, PhD President, Infrastructure Analytics Company 2 POLICY NUMBER: N9BP483275 BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Fort Worth Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II — Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. BP 04 48 01 06 O ISO Properties, Inc., 2004 Page 1 of 1 0 Berkshire Hathaway Direct Insurance Company POLICY NUMBER: N9BP483275 BUSINESSOWNERS BP 04 97 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Person Or Organization: City of Fort Worth Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III — Common Policy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. BP 04 97 01 06 © ISO Properties, Inc., 2004 Page 1 of 1 0 BUSINESSOWNER'S POLICY DECLARATIONS Issued: 08/29/2023 Policy No.: N9BP483275 Effective Date: 10/01/2023 SECTION I — PROPERTY COVERAGES AND LIMITS OF INSURANCE LOCATION: 001 BUILDING: 001 3675 Market Street Suite 200 Philadelphia, PA 19104 Philadelphia County Property Deductible: $500 Wind/Hail Deductible: N/A Optional Coverages/Glass Deductible: $500 Classification: 63781 - Engineers or Architects - Consulting - Not engaged in actual construction (Office) COVERAGES: Awnings Coverage L Business Personal Property Coverage L Seasonal Increase Percent General Liability IMPORTANT NOTE Nam Limit Officer Payroll Full Time Employee Payroll Part Time Employee Payroll Capping factor Accounts Receivable On -Premises Limit Off -Premises Limit Debris Removal Li Deductibles Property Deductible Ordinance or Law - Increased Cost Of Construction Limit Other Terms Assault & Battery Liability Flood Coverage Earthquake Coverage Liability for Animals $2,500 $11,664 25 THIS COVERAGE IS RATED BASED ON AN ESTIMATE AND IS SUBJECT TO AUDIT See Section II $0 — $0 $0 — 1 $25,00� 25,000 25%/$10,000 9F 500 $10,000 Excluded Not Covered Not Covered Not Covered IIT DS 01 05 Page 2 of 6 BUSINESSOWNER'S POLICY DECLARATIONS Issued: 08/29/2023 Policy No.: N9BP483275 Effective Date: 10/01/2023 Outdoor Property Limit $10,000 Outdoor Signs - Optional Coverage Limit $5,000 Protective Safeguards Protective Safeguards P-913IP-21 Valuable Papers and Records On -Premises Limit $25,000 Off -Premises Limit $25,000 IIT DS 01 05 Page 3 of 6 BUSINESSOWNER'S POLICY DECLARATIONS Issued: 08/29/2023 Policy No.: N9BP483275 Effective Date: 10/01/2023 SECTION II — LIABILITY COVERAGES AND LIMITS OF INSURANCE Each paid claim for the following coverages reduces the amount of insurance we provide during the applicable annual period. Please refer to Section II — Liability in the Businessowners Coverage form and any attached endorsements. Coverage Liability and Medical Expenses - Each Occurrence General Aggregate (Other than Products and Completed Operations) Products & Completed Operations Aggregate Damage To Premises Rented To You Medical Expenses (Each Person) Liability Property Damage Deductible Liability Deductible - Bodily Injury Limits of Insurance $1,000,000 $2,000,000 $2,000,000 $50, 000 $5,000 None None IIT DS 01 05 Page 4 of 6 BUSINESSOWNER'S POLICY DECLARATIONS Issued: 08/29/2023 Policy No.: N9BP483275 Appurtenant Structures Limit Effective Date: 10/01/2023 OTHER COVERAGES AND LIMITS OF INSURANCE Business Income & Extra Expense Business Income Options Number of Hours Deducti Electronic Data W,t Employee Dishonest Fire Department Service Charae Fire Extinguisher Systems Recharge Expense nit Forgery or Alteration lbnit Fungi, Wet Rot, Dry Rot & Bacteria (Mold) P75—perty Li Business Income/EE Number of Days Nk-Lility Coverage Option Glass Expense IFmit Interruption of Computer Operations Nirnit- Loss by Theft of furs, fur garments, garments trimmed with fur $50,000 combined Building/BPP $44,790 24 hours $10,000 $10,000 $25,000 $5,000 $10,000 $15,000 — 30 Exclude Coverage — Actual Loss Sustained $10,000 Li Loss by Theft of jewelry, watches, watch movements, jewels, pearls, precious and semi-precious stones, bullion, gold, silver, platinum and other precious alloys or metals Limit $5,000 Loss by Theft of patterns, dies, molds and forms $2,500 Money Orders and "Counterfeit Money" $1,000 Newly Acquired Or Constructed Property - Buildings 25% of Building Limit/Not more than JJJNk_$500,000/BIdg Newly Acquired Or Constructed Property - Business Personal Property P mit $250,000 Personal Effects i $5,000 Personal Property Off Premises $10,000 Pollutant Clean Up and Removal $10,000 Preservation of Property Limit Within 30 Days Terrorism Certified Acts Include Coverage IIT DS 01 05 Page 5 of 6 BUSINESSOWNER'S POLICY DECLARATIONS Issued: 08/29/2023 Policy No.: N9BP483275 Effective Date: 10/01/2023 IIT DS 01 05 Page 6 of 6 BUSINESSOWNERS POLICY DECLARATIONS Issued: 08/29/2023 Policy No.: N9BP483275 Effective Date: 10/01/2023 SCHEDULE OF FORMS AND ENDORSEMENTS Form Number Title BPWLC 10 22 Businessowners Policy Declarations Welcome Page IIT DS 01 05 Businessowners Policy Declarations BP 00 03 01 10 Businessowners Coverage Form BP IN 01 01 10 Businessowners Coverage Form Index END SCHD Schedule Of Forms And Endorsements IL 99 00 08 13 Authorization and Attestation IL P 001 01 04 U.S. Treasury Department's Office Of Foreign Assets Control ("OFAC") Advisory Notice To Policyholder PRIV POL Privacy Policy BP 99 PA 09 20 PA Policy Customizations BP 01 42 01 10 Pennsylvania Changes BP 01 91 07 02 Pennsylvania Notice BP 06 07 05 11 Pennsylvania Changes - Defense Costs BP 14 86 07 13 Communicable disease Exclusion BP 89 35 09 20 Exclusion - Assault and Battery NON CO CS BP 04 17 01 10 Employment - Related Practices Exclusion BP 04 48 01 06 Additional Insured - Designated Person or Organization BP 04 97 01 06 Waiver Of Transfer Of Rights Of Recovery Against Others To Us BP 05 01 07 02 Calculation Of Premium BP 05 15 01 15 Disclosure Pursuant To Terrorism Risk Insurance Act BP 05 23 01 15 Cap On Losses From Certified Acts Of Terrorism BP 05 38 01 15 Exclusion Of Other Acts Of Terrorism Committed Outside The United States; Cap On Losses From Certified Acts Of Terrorism BP 05 42 01 15 Exclusion Of Punitive Damages Related To A Certified Act Of Terrorism BP 89 44 10 21 Exclusion - Animals BP 99 238 06 17 Protective Safeguards - Fire BP 99 239 06 17 Protective Safeguards - Burglary and Robbery BP 99 41 04 11 Business Income, Extra Expense and Related Coverages Limit of Insurance BP 99 64 03 12 Business Income Changes - Time Period Berkshire Hathaway Direct Insurance Company AUTHORIZATION AND ATTESTATION IL99000813 THIS ENDORSEMENT AUTHORIZES THE POLICY. AUTHORIZATION AND ATTESTATION This endorsement authorizes the insurance contract between you and the insurance company subsidiary listed on the DECLARATIONS PAGE of your insurance policy. In Witness Whereof, this page executes and fully attests to this policy. If required by state law, the policy shall not be valid unless countersigned by our authorized representatives. Authorizing signatures Bruce J. Byrnes Secretary Peter Shelley President IL 99 00 08 13 Page 1 of 1 IL P 001 01 04 U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL (" OFAC" ) ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully. The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of "national emergency". OFAC has identified and listed numerous: • Foreign agents; • Front organizations; • Terrorists; • Terrorist organizations; and • Narcotics traffickers; as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treas- ury's web site — http//www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. IL P 001 01 04 © ISO Properties, Inc., 2004 Page 1 of 1 Privacy Policy We are committed to treating and using personal financial information about you and your employees responsibly. We will not disclose nonpublic, personal information about you and your employees to anyone except as permitted or required by law. This disclosure is made on behalf of the following and applicable affiliates: Berkshire Hathaway Insurers of biBERK Berkshire Hathaway Direct Insurance Company We collect nonpublic, personal information from you about you and your employees to properly maintain and service your policy. This nonpublic, personal information may come from the following sources: • Application Information and Other Forms. On the application for insurance or other forms completed by you, you provide us with most of the information we need to process policies and claims. • Transaction Information. We may develop information about you and your employees based on transactions and experiences you have with us, our affiliates, or others. • Third -Party Information. This is information that we receive to verify or supplement your application or claims. Disclosing Information In the course of conducting business and as permitted or required by law, we may share nonpublic personal information about you and your employees with our affiliated companies. We do not disclose any nonpublic, personal information about you and your employees to any nonaffiliated third parties, except for the conduct of our business or as permitted or required by law. Information may be supplied to others providing business services for us. Additionally, we may provide information for audit or research purposes or to law enforcement agencies to help us prevent fraud. Securing Information We restrict access to nonpublic personal information about you and your employees to our employees who need to know the information necessary to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with applicable regulations to guard the nonpublic, personal information of you and your employees. A Current Copy of Our Privacy Policy is Always Available at our web site. PO Box 113247 • Stamford, CT 06911-3247 • www.biBERK.com Telephone: 844-472-0967 • Customer Service Hotline: 844-472-0967 Berkshire Hathaway Direct Insurance Company BUSINESSOWNER'S BP 99 PA 09 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PA POLICY CUSTOMIZATIONS This endorsement modifies insurance provided under the following: BUSINESSOWNER'S COVERAGE FORM The following is a summary of the coverages and limits provided by this endorsement. For complete details on specific coverages, see the applicable coverage wording. The limits of insurance stated in this endorsement apply unless higher limits are shown in the Declarations. SCHEDULE OF LIMIT CHANGES Section I — Property Coveraae BP 00 03 Limit Revised Limit Accounts Receivable $10,000 at premises $25,000 at premises $5,000 not at premises $25,000 not at premises Appurtenant Structures n/a $50,000 Awnings Included in Building Limit $2,500 Employee Dishonesty Optional $10,000 Fire Department Service Charge $2,500 $25,000 Forgery Or Alteration $2,500 $10,000 Loss or Damage by Theft Jewelry, Watches, etc. $2,500 $5,000 Newly Acquired Or Constructed Property Buildings $250,000 25% Buildings Limit/ $500,000 each Building Business Personal Property $100,000 $250,000 Outdoor Property / any one tree, shrub or plant $2,500 / $500 $10,000 / $1,000 Outdoor Signs attached to buildings $1,000 $5,000 Personal Effects $2,500 $5,000 Premises Boundary Increased 100 feet 1,000 feet Valuable Papers And Records $10,000 at premises $25,000 at premises $5,000 not at premises $25,000 not at premises Section II — Liability Coveraae BP 00 03 Limit Revised Limit Supplementary Payments - Cost Of Bail Bonds $250 $1,000 Supplementary Payments - Loss Of Earnings $250 $500/day BP 99 PA 09 20 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 1 of 6 PA POLICY CUSTOMIZATIONS Any reference in Section I — Property of the Busi- nessowner's Coverage Form to within 100 feet of the described premises is amended to read within 1,000 feet of the described premises. Section I — Property, A.1., Covered Property is amended as follows: 1. The following is added to Paragraph a. (7) Building Glass, meaning glass that is part of a building or structure. Section I — Property, AA., Limitations is amended as follows: 1. Paragraph b.(2) is deleted. 2. Paragraph c. is deleted and replaced with the following: c. For loss or damage by theft, the following types of property are covered only up to the limits shown: (1) $2,500 for furs, fur garments and gar- ments trimmed with fur. (2) $5,000 for jewelry, watches, watch movements, jewels, pearls, precious and semi-precious stones, bullion, gold, sil- ver, platinum and other precious alloys or metals. This limit does not apply to jewelry and watches worth $500 or less per item. (3) $2,500 for patterns, dies, molds and forms. 3. Paragraph d. is added: d. For loss or damage by any covered cause of loss, we will only pay up to $2,500 per occur- rence for awnings. Section I — Property, A.5., Additional Coverages is amended as follows: 1. Paragraph c. Fire Department Service Charge is replaced with the following: When the fire department is called to save or protect Covered Property from a Covered Cause of Loss, we will pay up to $25,000, unless a dif- ferent limit is shown in the Declarations, for your liability for fire department service charges: (1) Assumed by contract or agreement prior to loss; or (2) Required by local ordinance. 2. Paragraph k. - Forgery Or Alteration - Para- graph (4) is replaced with the following: (4) The most we will pay for any loss, including legal expenses, under this Additional Cover- age is $10,000, unless a higher Limit of In- surance is shown in the Declarations. Section I — Property, A.6., Coverage Extensions is amended as follows: The last paragraph in Paragraph a. — Newly Ac- quired Or Constructed Property under (1) Buildings is replaced with the following: The most we will pay in any one occurrence for loss or damage under this Extension is 25% of the Limit of Insurance for Buildings shown in the Declarations, but not more than $500,000 at each building. 2. The last paragraph in Paragraph a. — Newly Ac- quired Or Constructed Property under (2) Business Personal Property is replaced with the following: The most we will pay for loss or damage under this Extension is $250,000 at each building. 3. The last sentence in Paragraph b. — Personal Property Off -premises is amended as follows: The most we will pay for loss or damage under this Extension is $10,000, unless a higher Limit of Insurance for Personal Property Off -premises is shown in the Declarations. 4. Paragraph c. - Outdoor Property is replaced with the following: c. Outdoor Property You may extend the insurance provided by this policy to apply to your outdoor: (1) Fences, signs (other than signs at- tached to buildings), trees, shrubs and plants, including debris removal ex- pense. Loss or damage must be caused by or result from any of the following causes of loss: (a) Fire; (b) Lightning; (c) Explosion; (d) Riot or Civil Commotion; or (e) Aircraft. (2) Radio and television antennas (including satellite dishes), including debris re- moval expense. Loss or damage must be caused by or result from any of the following causes of loss: (a) Fire; (b) Lightning; (c) Windstorm; (d) Ice, Snow, Sleet or Hail; (e) Explosion; (f) Riot or Civil Commotion; and (g) Aircraft. BP 99 PA 09 20 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 2 of 6 PA POLICY CUSTOMIZATIONS The most we will pay for loss or damage (d) Paragraph 13.2.f. Dishonesty; under this Extension is $10,000, unless a (e) Paragraph 13.2.g. False Pretense; higher Limit of Insurance for Outdoor Prop- (f) Paragraph 13.2.o. Electrical Disturb- erty is shown in the Declarations, but not ance more than $1,000 for any one tree, shrub or (g) Paragraph 13.3.; and plant. (h) Paragraph 13.6. Accounts Receivable Exclusion. 5. Paragraph d. — Personal Effects is replaced with the following: 9. Paragraph g. — Appurtenant Structures is added: You may extend the insurance that applies to g Appurtenant Structures Business Personal Property to apply to personal effects owned by you, your officers, your part- (1) When there is a Building Limit of Insur- ners or "members", your "managers" or your ance shown in the Declarations at the employees. This extension does not apply to: described premises, you may extend the (1) Tools or equipment; or insurance provided by this Coverage (2) Loss or damage by theft. Form to apply to direct physical loss or The most we will pay for loss or damage under damage caused by or resulting from a this Extension is $5,000 at each described Covered Cause of Loss to incidental premises. appurtenant structures within 1,000 feet of the described premises. 6. Paragraph e. — Valuable Papers And Records (2) When there is a Business Personal Paragraph (3) is replaced with the following: Property Limit of Insurance shown in the (3) The most we will pay under this Coverage Declarations at the described premises, Extension for loss or damage to "valuable you may extend the insurance provided papers and records" in any one occurrence by this Coverage Form to apply to direct at the described premises is $25,000, unless physical loss or damage caused by or a higher Limit of Insurance for "valuable pa- resulting from a Covered Cause of Loss pers and records" is shown in the Declara- to Business Personal Property within in- tions. cidental appurtenant structures within For "valuable papers and records" not at the 1,000 feet of the described premises. described premises, the most we will pay is (3) Incidental appurtenant structures in- $25,000. clude storage buildings, carports, gar- ages and similar structures which have 7. Paragraph f. — Accounts Receivable Paragraph not been specifically described in the (2) is replaced with the following: Declarations. (2) The most we will pay under this Coverage The most we will pay for loss or damage Extension for loss or damage in any one oc- under this Coverage Extension in any one currence at the described premises is occurrence for any combination of loss or $25,000, unless a higher Limit of Insurance damage to Building and Business Personal for accounts receivable is shown in the Dec- Property is $50,000. larations. For accounts receivable not at the described Section I — Property, B. Exclusions 2. is amended as premises, the most we will pay is $25,000. follows: 1. Paragraph q. Asbestos is added: 8. Paragraph f. — Accounts Receivable Para- graph (3) is replaced with the following: (3) Paragraph B. Exclusions in SECTION I — PROPERTY does not apply to this Cover- age Extension except for: (a) Paragraph 13.1.c. Governmental Ac- tion; (b) Paragraph 13.1.d. Nuclear Hazard; (c) Paragraph 13.1.f. War And Military Ac- tion; q. Asbestos Any loss, damage or expense which would not have occurred in whole or in part but for the presence of asbestos. Section I — Property, C. Limits Of Insurance is amended as follows: 1. Paragraph 2. is replaced with the following: BP 99 PA 09 20 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 3 of 6 PA POLICY CUSTOMIZATIONS 2. The most we will pay for loss of or damage to outdoor signs attached to buildings is $5,000 per sign in any one occurrence. Section I — Property, G. Optional Coverages is amended as follows: 1. Paragraph 3. — Employee Dishonesty Para- graph c. is replaced with the following: The most we will pay for loss or damage in any one occurrence is $10,000, unless a higher Limit of Insurance for Employee Dishonesty is shown in the Declarations. Section II — Liability, A. Coverages is amended as follows: 1. Under Business Liability Paragraph f., Cover- age Extension — Supplementary Payments, Paragraph (1), sections (b), (c) and (d) are re- placed with the following: (b) Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily inju- ry" applies. We do not have to furnish these bonds. (c) The cost of appeal bonds or bonds to re- lease attachments, but only for bond amounts within our Limit of Insurance. We do not have to furnish these bonds. (d) All reasonable expenses incurred by the in- sured at our request to assist us in the in- vestigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. Section II — Liability, B. Exclusions is amended as follows: 1. Under 1., Applicable To Business Liability Coverage, Paragraph a., Expected Or Intend- ed Injury is deleted and replaced with the fol- lowing: a. Expected Or Intended Injury "Bodily injury" or "property damage" (includ- ing any unexpected or unintended portion thereof) if any "bodily injury" or "property damage" was expected or intended from the standpoint of any insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. (8) Any body piercing services (not including ear lobe piercing), tattooing and similar ser- vices; (9) Services in the practice of pharmacy; and (10)Computer or software design, advice or consultation, programming services includ- ing virus protection, firewall or web site de- sign. 3. Under 1., Applicable To Business Liability Coverage, Paragraph k., Damage To Property, the following is added to the last paragraph: Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equip- ment while not being used to perform operations at a job site. 4. Under 1., Applicable To Business Liability Coverage, Paragraph p. Personal And Adver- tising Injury, Paragraph (1) is deleted and re- placed with the following: (1) Caused by or at the direction of or with the consent or acquiescence of any insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury"; 5. Under 1., Applicable To Business Liability Coverage, Paragraph p., Personal and Adver- tising Injury, the following is added: (14) Arising out of: (a) Your placement of advertising for others on your web site or a link to or a refer- ence to a web site or web address of others on your web site. (b) Your placement of content or company brand or product information from others on your web site or on any frame or border within your web site. (c) Software or programming related to your web site's design, appearance or func- tions. (15) Arising out of discrimination, harassment or humiliation by an officer, director, member or partner of the insured. (16) Arising out of representations made by you or your agents regarding the value or suita- bility of any securities, or the fluctuation in value or price of any stocks, bonds or other securities. 2. Under 1., Applicable To Business Liability Coverage, Paragraph j., Professional Services (17) Violation of antitrust laws, state and federal (8) and (9) are amended and (10) is added as laws governing restrictions on trade, unfair follows: competition or deceptive advertising. BP 99 PA 09 20 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 4 of 6 PA POLICY CUSTOMIZATIONS 6. Under 1., Applicable To Business Liability Coverage, Paragraph r. Criminal Acts is delet- ed and replaced with the following: r. Criminal Acts "Bodily injury", "property damage", or "per- sonal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. 7. Under 1., Applicable To Business Liability Coverage, Paragraphs t., u. and v. are added as follows: t. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of an exposure or threat of exposure to the actual or alleged properties of as- bestos and includes the mere presence of asbestos in any form. (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by rea- son of any claim or "suit" alleging actual or threatened injury or dam- age of any nature or kind to persons or property which would not have occurred in whole or in part but for the presence of asbestos; (b) Arise out of any request, demand, order to statutory or regulatory re- quirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an asbes- tos presence; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effect of an asbestos presence. u. Nuclear Hazard Nuclear reaction or radiation, or radioactive contamination, however caused. But if nu- clear reaction or radiation, or radioactive contamination, results in fire, we will pay for the loss or damage caused by that fire. v. Fungi Or Bacteria (1) "Bodily Injury", "property damage" or "personal and advertising injury" which would not have occurred, in whole or in part, but for the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or presence of, any "fungi" or bacteria on or within a building or structure, in- cluding its contents, regardless of whether any other cause, event, materi- al or product contributed concurrently or in any sequence to such injury or dam- age. (2) Any loss, cost or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treat- ing, detoxifying, neutralizing, remediat- ing or disposing of, or in any way re- sponding to, or assessing the effects of, "fungi" or bacteria, by any insured or by any other person or entity. Section II — Liability, D, Liability And Medical Ex- penses Limits Of Insurance is amended as follows: 1. Paragraph 2. is replaced with the following: 2. The most we will pay for the sum of all dam- ages because of all: a. "Bodily injury", "property damage" and medical expenses, arising out of any one "occurrence" including "Bodily inju- ry" and "property damage" under the "products -completed operations haz- ard"; and b. "Personal and advertising injury" sus- tained by any one person or organiza- tion; is the Liability and Medical Expenses — Each Occurrence limit shown in the Declarations. But the most we will pay for all medical ex- penses because of "bodily injury" sustained by any one person is the Medical Expenses limit shown in the Declarations. 2. Paragraph 4. is replaced with the following: 4. Aggregate Limits Regardless of the number of occurrences and subject to the Liability and Medical Ex- penses -Each Occurrence limit, the most we will pay for: a. All "bodily injury" and "property damage" that is included in the "products - completed operations hazard" is twice the Liability and Medical Expenses -Each Occurrence limit. This limit is shown in the declarations as "Products and Com- pleted Operations Aggregate". b. All: BP 99 PA 09 20 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 5 of 6 PA POLICY CUSTOMIZATIONS (1) "Bodily injury" and "property dam- age" except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; (2) Plus medical expenses; (3) Plus all "personal and advertising in- jury" caused by offenses committed; is twice the Liability and Medical Ex- penses -Each Occurrence limit shown in the Declarations. This limit is shown in the declarations as "General Aggregate (other than Products and Completed Operations Aggregate)". Subject to Paragraph a. or b. above, which- ever applies, the Damage To Premises Rented To You Limit is the most we will pay for damages because of "property damage" to any one premises, while rented to you, or in the case of fire, while rented to you or temporarily occupied by you with permission of the owner. The Limits of Insurance of Section II — Liabil- ity apply separately to each consecutive an- nual period and to any remaining period of less than 12 months, starting with the begin- ning of the policy period shown in the Decla- rations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the addi- tional period will be deemed part of the last preceding period for purposes of determin- ing the Limits of Insurance. Section II — Liability, E. Liability And Medical Ex- pense General Conditions is amended as follows: 1. Under 2., Duties In The Event Of Occurrence, Offense, Claim Or Suit, Paragraphs e. and f. are added as follows: e. If we cover a claim or "suit" under this cov- erage that may also be covered by other in- surance available to an additional insured, such insurance if any, shall be primary, and such additional insured must submit such claim or suit to the other insurer for defense and indemnity. f. Paragraphs a. and b. apply to you or to any additional insured only when such "occur- rence," offense, claim or suit is known to you or any additional insured or your or any ad- ditional insured's partner, limited liability company manager, executive officer, trustee or political official if you or any additional in- sured is a political subdivision or agency. This Paragraph f. applies separately to you and any additional insured. 2. Paragraph 5. Representations is added as fol- lows: Representations When You Accept This Policy By accepting this policy, you agree: a. The statements in the Declaration are accurate and complete; b. Those statements are based upon rep- resentations you made to us; and c. We have issued this policy in reliance upon your representations. Section II — Liability, F. Liability And Medical Ex- pense Definitions is amended as below: 1. Paragraph 23. is added as below: 23. "Fungi" means any type or form of fungus including mold or mildew and any mycotox- ins, spores, scents, or by-products produced or released by fungi. BP 99 PA 09 20 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 6 of 6 Berkshire Hathaway Direct Insurance Company BUSINESSOWNER'S BP 01 42 10 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PENNSYLVANIA CHANGES This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM A. Section I — Property is amended as follows: 1. The following is added to Paragraph E.5. Loss Payment Property Loss Conditions and super- sedes any provision to the contrary: Notice Of Acceptance Or Denial Of Claim (1) Except as provided in (3) below, we will give you notice, within 15 working days after we receive a properly executed proof of loss, that we: (a) Accept your claim; (b) Deny your claim; or (c) Need more time to determine whether your claim should be ac- cepted or denied. If we deny your claim, such notice will be in writing, and will state any policy provision, condition or exclusion used as a basis for the denial. If we need more time to determine whether your claim should be accepted or denied, the written notice will state the reason why more time is required. (2) If we have not completed our investiga- tion, we will notify you again in writing, within 30 days after the date of the initial notice as provided in (1)(c) above, and thereafter every 45 days. The written notice will state why more time is needed to investigate your claim and when you may expect us to reach a de- cision on your claim. (3) The notice procedures in (1) and (2) above do not apply if we have a reason- able basis, supported by specific infor- mation, to suspect that an insured has fraudulently caused or contributed to the loss by arson or other illegal activity. Under such circumstances, we will notify you of the disposition of your claim within a period of time reasonable to al- low full investigation of the claim, after we receive a properly executed proof of loss. BP 01 42 01 10 © Insurance Services Office, Inc., 2009 Page 1 of 4 ❑ 2. The following is added to any provision which uses the term actual cash value: Actual cash value is calculated as the amount it would cost to repair or replace Covered Property, at the time of loss or damage, with material of like kind or quality, subject to a de- duction for deterioration, depreciation and ob- solescence. Actual cash value applies to valua- tion of Covered Property regardless of whether that property has sustained a partial or total loss or damage. The actual cash value of the lost or damaged property may be significantly less than its re- placement cost. B. Section III — Common Policy Conditions is amended as follows: 1. Paragraph A. Cancellation is replaced by the following: A. Cancellation 1. The first Named Insured shown in the Declarations may cancel this policy by writing or giving notice of cancellation. 2. Cancellation Of Policies In Effect For Less Than 60 Days We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least 30 days before the effective date of cancel- lation. 3. Cancellation Of Policies In Effect For 60 Days Or More If this policy has been in effect for 60 days or more or if this policy is a re- newal of a policy we issued, we may cancel this policy only for one or more of the following reasons: a. You have made a material misrepre- sentation which affects the insurabil- ity of the risk. Notice of cancellation will be mailed or delivered at least 15 days before the effective date of cancellation. Page 2 of 4 © Insurance Services Office, Inc., 2009 BP 01 42 01 10 ❑ b. You have failed to pay a premium 6. If this policy is cancelled, we will send when due, whether the premium is the first Named Insured any premium re- payable directly to us or our agents fund due. If we cancel, the refund will be or indirectly under a premium finance pro rata and will be returned within 10 plan or extension of credit. Notice of business days after the effective date of cancellation will be mailed at least 15 cancellation. If the first Named Insured days before the effective date of cancels, the refund may be less than cancellation. pro rata and will be returned within 30 c. A condition, factor or loss experience days after the effective date of cancella- material to insurability has changed tion. The cancellation will be effective substantially or a substantial condi- even if we have not made or offered a tion, factor or loss experience mate- refund. rial to insurability has become known 7. If notice is mailed, it will be by registered during the policy period. Notice of or first class mail. Proof of mailing will cancellation will be mailed or deliv- be sufficient proof of notice. ered at least 60 days before the ef- 2. Paragraph L. Transfer Of Your Rights And fective date of cancellation. Duties Under This Policy is replaced by the d. Loss of reinsurance or a substantial following: decrease in reinsurance has oc- L. Transfer Of Your Rights And Duties curred, which loss or decrease, at Under This Policy the time of cancellation, shall be cer- tified to the Insurance Commissioner Your rights and duties under this policy may as directly affecting in -force policies. not be transferred without our written con - Notice of cancellation will be mailed sent except in the case of death of an indi- or delivered at least 60 days before vidual Named Insured. the effective date of cancellation. If you die, your rights and duties will be e. Material failure to comply with policy transferred to your legal representative but terms, conditions or contractual du- only while acting within the scope of duties ties. Notice of cancellation will be as your legal representative. Until your legal mailed or delivered at least 60 days representative is appointed, anyone having before the effective date of cancella- proper temporary custody of your property tion. will have your rights and duties but only with respect to that property. f. Other reasons that the Insurance Commissioner may approve. Notice If you die, this policy will remain in effect as of cancellation will be mailed or de- provided in 1. or 2. below, whichever is livered at least 60 days before the ef- later: fective date of cancellation. 1. For 180 days after your death regard - This policy may also be cancelled from less of the policy period shown in the inception upon discovery that the policy Declarations, unless the insured prop - was obtained through fraudulent state- erty is sold prior to that date; or ments, omissions or concealment of 2. Until the end of the policy period shown facts material to the acceptance of the in the Declarations, unless the insured risk or to the hazard assumed by us. property is sold prior to that date. 4. We will mail or deliver our notice to the Coverage during the period of time after first Named Insured's last mailing ad- your death is subject to all provisions of this dress known to us. Notice of cancella- policy including payment of any premium tion will state the specific reasons for due for the policy period shown in the Dec - cancellation. larations and any extension of that period. 5. Notice of cancellation will state the ef- fective date of cancellation. The policy period will end on that date. BP 01 42 01 10 © Insurance Services Office, Inc., 2009 Page 3 of 4 ❑ The following paragraphs are added and su- Any notice of nonrenewal or renewal premium persede any provisions to the contrary: increase will be mailed or delivered to the first M. Nonrenewal Named Insured's last known address. If notice is mailed, it will be by registered or first class If we decide not to renew this policy, we will mail. Proof of mailing will be sufficient proof of mail or deliver written notice of nonrenewal, notice. stating the specific reasons for nonrenewal, to the first Named Insured at least 60 days before the expiration date of the policy. N. Increase Of Premium If we increase your renewal premium, we will mail or deliver to the first Named In- sured written notice of our intent to increase the premium at least 30 days before the ef- fective date of the premium increase. Page 4 of 4 © Insurance Services Office, Inc., 2009 BP 01 42 01 10 0 Berkshire Hathaway Direct Insurance Company BUSINESSOWNERS B P 01 91 07 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PENNSYLVANIA NOTICE An Insurance Company, its agents, employees, or service contractors acting on its behalf, may provide services to reduce the likelihood of injury, death or loss. These services may include any of the following or related services incident to the application for, issuance, renewal or continuation of, a policy of insur- ance: 1. Surveys; 2. Consultation or advice; or 3. Inspections. The "Insurance Consultation Services Exemption Act" of Pennsylvania provides that the Insurance Compa- ny, its agents, employees or service contractors acting on its behalf, is not liable for damages from injury, death or loss occurring as a result of any act or omis- sion by any person in the furnishing of or the failure to furnish these services. The Act does not apply: 1. If the injury, death or loss occurred during the actual performance of the services and was caused by the negligence of the Insurance Com- pany, its agents, employees or service contractors; 2. To consultation services required to be performed under a written service contract not related to a policy of insurance; or 3. If any acts or omissions of the Insurance Compa- ny, its agents, employees or service contractors are judicially determined to constitute a crime, ac- tual malice, or gross negligence. BP 01 91 07 02 © ISO Properties, Inc., 2001 Page 1 of 1 0 Berkshire Hathaway Direct Insurance Company BUSINESSOWNERS BP 06 07 05 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PENNSYLVANIA CHANGES - DEFENSE COSTS This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Section II — Liability Paragraph A. Coverages: If we initially defend an insured or pay for an insured's defense but later determine that none of the claims, for which we provided a defense or defense costs, are covered under this insurance, we have the right to reimbursement for the defense costs we have incurred. The right to reimbursement under this provision will only apply to the costs we have incurred after we notify you in writing that there may not be coverage and that we are reserving our rights to terminate the defense or the payment of defense costs and to seek reimbursement for defense costs. BP 06 07 05 11 © Insurance Services Office, Inc., 2010 Page 1 of 1 ❑ Berkshire Hathaway Direct Insurance Company BUSINESSOWNERS BP 14 86 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMUNICABLE DISEASE EXCLUSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following exclusion is added to Paragraph B. Exclusions in Section II — Liability: Communicable Disease This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the actual or alleged transmission of a communicable disease. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the: a. Supervising, hiring, employing, training or monitoring of others that may be infected with and spread a communicable disease; b. Testing for a communicable disease; c. Failure to prevent the spread of the disease; or d. Failure to report the disease to authorities. BP 14 86 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 Berkshire Hathaway Direct Insurance Company BUSINESSOWNERS BP 89 35 09 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ASSAULT AND BATTERY This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Section II — Liability, Paragraph B. Exclusions: Assault and Battery This insurance does not apply to any claims arising out of assault and/or battery committed by any per- son and/or any act or omission in connection with the prevention or suppression of such assault and/or battery, whether caused by or at the instigation or direction of the insured, the insured's employees or patrons, or any other persons whomsoever. All other terms, conditions and agreements to the policy shall remain unchanged. BP 89 35 09 20 Page 1 of 1 Berkshire Hathaway Direct Insurance Company BUSINESSOWNERS BP 04 17 01 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYMENT -RELATED PRACTICES EXCLUSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following exclusion is added to Paragraph B.1. Exclusions — Applicable To Business Liability Coverage in Section II — Liability: This insurance does not apply to "bodily in- jury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's em- ployment; or (c) Employment -related practices, poli- cies, acts or omissions, such as co- ercion, demotion, evaluation, reas- signment, discipline, defamation, harassment, humiliation, discrimina- tion or malicious prosecution di- rected at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and adver- tising injury" to that person at whom any of the employment -related practices de- scribed in Paragraph (a), (b) or (c) above is directed. This exclusion applies: (1) Whether the injury -causing event de- scribed in Paragraph (a), (b) or (c) above occurs before employment, dur- ing employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. BP 04 17 01 10 © Insurance Services Office, Inc., 2009 Page 1 of 1 ❑ POLICY NUMBER: N9BP483275 BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Fort Worth Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II — Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. BP 04 48 01 06 © ISO Properties, Inc., 2004 Page 1 of 1 0 Berkshire Hathaway Direct Insurance Company POLICY NUMBER: N9BP483275 BUSINESSOWNERS BP 04 97 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Person Or Organization: City of Fort Worth Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III — Common Policy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. BP 04 97 01 06 © ISO Properties, Inc., 2004 Page 1 of 1 ❑ BUSINESSOWNERS BP 05 01 07 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALCULATION OF PREMIUM This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added: The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, continuation, or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. BP 05 01 07 02 © ISO Properties, Inc., 2001 Page 1 of 1 ❑ Berkshire Hathaway Direct Insurance Company POLICY NUMBER: N9BP483275 BUSINESSOWNERS BP 05 15 01 15 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE SCHEDULE — PART I Terrorism Premium (Certified Acts) $6.00 Additional information, if any, concerning the terrorism premium: SCHEDULE — PART II Federal share of terrorism losses 80 % Year: 2023 (Refer to Paragraph B. in this endorsement.) Federal share of terrorism losses 80 % Year: 2024 (Refer to Paragraph B. in this endorsement.) Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement or in the policy Declarations. B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals a percentage (as shown in Part II of the Schedule of this endorsement or in the policy Declarations) of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. BP 05 15 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 2 C. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. Page 2 of 2 © Insurance Services Office, Inc., 2015 BP 05 15 01 15 BUSINESSOWNERS BP05230115 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following provisions are added to the Businessowners Policy and apply to Property and Liability Coverages: A. CAP ON CERTIFIED TERRORISM LOSSES "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. B. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for loss or injury or damage that is otherwise excluded under this Policy. BP 05 23 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 1 BUSINESSOWNERS BP05380115 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF OTHER ACTS OF TERRORISM COMMITTED OUTSIDE THE UNITED STATES; CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following BUSINESSOWNERS COVERAGE FORM The following provisions are added to the b. Protracted and obvious physical Businessowners Liability Coverage Form BP 00 06 disfigurement; or and Section II — Liability of the Businessowners c. Protracted loss of or impairment of the Coverage Form BP 00 03: function of a bodily member or organ; or A. The following exclusion is added: This insurance does not apply to: TERRORISM "Any injury or damage" arising, directly or indirectly, out of an 'other act of terrorism" that is committed outside of the United States (including its territories and possessions and Puerto Rico), but within the "coverage territory". However, this exclusion applies only when one or more of the following are attributed to such act: 1. The total of insured damage to all types of property exceeds $25,000,000 (valued in U.S. dollars). In determining whether the $25,000,000 threshold is exceeded, we will include all insured damage sustained by property of all persons and entities affected by the terrorism and business interruption losses sustained by owners or occupants of the damaged property. For the purpose of this provision, insured damage means damage that is covered by any insurance plus damage that would be covered by any insurance but for the application of any terrorism exclusions; or 2. Fifty or more persons sustain death or serious physical injury. For the purposes of this provision, serious physical injury means: a. Physical injury that involves a substantial risk of death; or 3. The terrorism involves the use, release or escape of nuclear materials, or directly or indirectly results in nuclear reaction or radiation or radioactive contamination; or 4. The terrorism is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials; or 5. Pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the terrorism was to release such materials. With respect to this exclusion, Paragraphs 1. and 2. describe the thresholds used to measure the magnitude of an incident of an 'other act of terrorism" and the circumstances in which the threshold will apply for the purpose of determining whether this exclusion will apply to that incident. B. The following definitions are added: For the purposes of this endorsement, "any injury or damage" means any injury or damage covered under any Coverage Form to which this endorsement is applicable, and includes but is not limited to "bodily injury", "property damage" or "personal and advertising injury" as may be defined in any applicable Coverage Form. BP 05 38 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 2 "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: a. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; b. The act resulted in damage: (1) Within the United States (including its territories and possessions and Puerto Rico); or (2) Outside of the United States in the case of: (a) An air carrier (as defined in Section 40102 of title 49, United States Code) or United States flag vessel (or a vessel based principally in the United States, on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States), regardless of where the loss occurs; or (b) The premises of any United States mission; and c. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. 3. "Other act of terrorism" means a violent act or an act that is dangerous to human life, property or infrastructure that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion, and the act is not a "certified act of terrorism". Multiple incidents of an 'other act of terrorism" which occur within a seventy-two hour period and appear to be carried out in concert or to have a related purpose or common leadership shall be considered to be one incident. C. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Policy. D. If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. Page 2 of 2 © Insurance Services Office, Inc., 2015 BP 05 38 01 15 Berkshire Hathaway Direct Insurance Company BUSINESSOWNERS BP05420115 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF PUNITIVE DAMAGES RELATED TO A CERTIFIED ACT OF TERRORISM This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following provisions are added to the Businessowners Liability Coverage Form BP 00 06 and Section II — Liability of the Businessowners Coverage Form BP 00 03: A. The following exclusion is added: This insurance does not apply to: TERRORISM PUNITIVE DAMAGES Damages arising, directly or indirectly, out of a "certified act of terrorism" that are awarded as punitive damages. B. The following definition is added: "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. C. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Policy. BP 05 42 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 1 BUSINESSOWNERS BP89441021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ANIMALS This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Section II — Liability, Paragraph B. Exclusions: Animals This insurance does not apply to damages arising out of the ownership, use, "loading or unloading", handling, or demonstration of domestic or wild animals, including but not limited to dogs. This exclusion applies whether such ownership, use, "loading or unloading", handling, or demonstration is by an insured or any person an insured has allowed ten- ancy on property owned by an insured. BP 89 44 10 21 Page 1 of 1 Berkshire Hathaway Direct Insurance Company BUSINESSOWNER'S BP 99 238 06 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PROTECTIVE SAFEGUARDS - FIRE This endorsement modifies insurance provided under the following: BUSINESSOWNER'S COVERAGE FORM SCHEDULE Prem. Bldg. No. Protective Safeguards No. Symbols Applicable Description Of "P-9" If Applicable: 001 001 P-2 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. The following is added to the Property General Conditions in SECTION I — PROPERTY: Protective Safeguards As a condition of this insurance, you are required to: 1. Maintain the protective safeguards listed in the Schedule, and over which you have control, in complete working order; 2. Actively engage and maintain in the "on" posi- tion and for "P-2" Automatic Fire Alarms also maintain the connection to a central station or public or private fire alarm station at all times any automatic fire alarm or other automatic system listed in the Schedule; and 3. Notify us if you know of any suspension of or impairment in any protective safeguard listed in the Schedule. However, if part of an Automatic Sprinkler Sys- tem or Automatic Commercial Cooking Ex- haust And Extinguishing System is shut off due to breakage, leakage, freezing conditions or opening of sprinkler heads, notification to us will not be necessary if you can restore full pro- tection within 48 hours. B. The following is added to Paragraph B. Exclu- sions in SECTION I — PROPERTY: We will not pay for loss or damage caused by or resulting from fire if, prior to the fire, you failed to comply with any condition set forth in Paragraph A. C. The protective safeguards to which this endorse- ment applies are identified by the symbols set forth below: The term "Automatic" as used herein means that the device in the "on position" is acti- vated by fire or smoke without the need for any fur- ther action by you. "P-1" Automatic Sprinkler System, including re- lated supervisory services. Automatic Sprinkler System means: a. Any automatic fire protective or extinguish- ing system, including connected: (1) Sprinklers and discharge nozzles; (2) Ducts, pipes, valves and fittings; (3) Tanks, their component parts and supports; and (4) Pumps and private fire protection mains. b. When supplied from an automatic fire pro- tective system: (1) Non -automatic fire protective systems; and (2) Hydrants, standpipes and outlets. "P-2" Automatic Fire Alarm, protecting the entire building, that is: a. Connected to a central station; or b. Reporting to a public or private fire alarm station. "P-3" Security Service, with a recording system or watch clock, making hourly rounds covering the entire building, when the premises are not in actual operation. BP 99 238 06 17 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 1 of 2 BUSINESSOWNER'S — Protective Safeguards — Fire "P-4" Service Contract with a privately owned fire department providing fire protection service to the described premises. "P-9G" Automatic Commercial Cooking Extin- guishing System (a/k/a Ansul system) consist- ing of wet chemical fire extinguishing equipment. "P-9", the protective system described in the Schedule. BP 99 238 06 17 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 2 of 2 Berkshire Hathaway Direct Insurance Company BUSINESSOWNER'S BP 99 239 06 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PROTECTIVE SAFEGUARDS - BURGLARY AND ROBBERY This endorsement modifies insurance provided under the following: BUSINESSOWNER'S COVERAGE FORM SCHEDULE Prem. Bldg. No. Protective Safeguards No. Symbols Applicable Description Of "P-9" If Applicable: 001 001 P-913 Automatic Burglary Alarm (P-9B) Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. The following is added to the Property General Conditions in SECTION I — PROPERTY: Burglary And Robbery Protective Safeguards As a condition of this insurance, you are required to: 1. Maintain the protective safeguards listed in the Schedule, and over which you have control, in complete working order; 2. Actively engage any automatic burglary alarm or other automatic system listed in the Sched- ule and maintain in the "on" position and for "P-913" Automatic burglar alarms also maintain the connection with the outside central station or police station during all non -work hours and whenever the premises are unoccupied; 3. Notify us if you know of any suspension of or impairment in any protective safeguard listed in the Schedule. However, notification to us of the suspension of or impairment in an automatic burglary alarm or other automatic system listed in the Schedule will not be necessary if you: a. Can restore full protection within 48 hours of the suspension or impairment; b. Provide at least one watchperson or other means of surveillance at the premises dur- ing all non -work hours and whenever the premises are otherwise unoccupied; and c. Provide at least one watchperson or other means of surveillance during work hours if the Schedule requires that the premises or part thereof be protected during work hours. B. The following is added to Paragraph B. Exclu- sions in SECTION I — PROPERTY: We will not pay for loss or damage caused by or resulting from theft if, prior to the theft, you failed to comply with any condition set forth in Paragraph A. C. The protective safeguards to which this endorse- ment applies are identified by the symbols set forth below: The term "Automatic" as used herein means the device in the "on position" will be acti- vated without the need for any further action by you. 1. "P-9A" Automatic Burglary Alarm, protect- ing the entire building, that has a loud sound- ing gong or siren on the outside of the build- ing. 2. "P-913" Automatic Burglary Alarm, protecting the entire building, that signals to: a. An outside central station; or b. A police station. 3. "P-3" Security Service, with a recording sys- tem or watch clock, making hourly rounds covering the entire building, when the premis- es are not in actual operation. 4. "P-9" The protective safeguard described in the Schedule. BP 99 239 06 17 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 1 of 1 BUSINESSOWNER'S BP 99 41 04 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS INCOME, EXTRA EXPENSE AND RELATED COVERAGES LIMIT OF INSURANCE This endorsement modifies insurance provided under the following: BUSINESSOWNER'S COVERAGE FORM SCHEDULE Site 001 Business Income, Extended Business Income, Extra Expense Limit: $44,790 Location 001: 3675 Market Street, Suite 200, Philadelphia, PA 19104 Building 001: Engineers or Architects - Consulting - Not engaged in actual construction (Office) - 6378101 With respect to the location(s) shown in the Schedule, the following provisions apply to Section I — Prop- erty: A. The most we will pay for each "site" listed above under any one or more of the following coverages; 1. Paragraph A.5.f. Business Income Additional Coverage; 2. Paragraph A.5.g. Extra Expense Additional Coverage; 3. Paragraph A.5.i. Civil Authority Additional Coverage; 4. Paragraph A.5.m. Business Income From Dependent Properties Additional Coverage; and 5. Paragraph A.5.q. Interruption Of Computer Operations Additional Coverage; for all loss sustained and expense incurred is the applicable Business Income, Extra Expense and Related Coverages Limit of Insurance shown in the Schedule of this endorsement. This Limit of In- surance applies regardless of the number of locations or buildings included at the site. The Limit of Insurance of Section I — Property shown in the Declarations does not apply to these Additional Coverages. This endorsement does not modify any of the terms or conditions of Paragraphs A.5.f., A.5.g., A.5.i., A.5.m. or A.5.q. and is subject to any additional limitations contained therein. BP 99 41 04 11 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 1 of 2 BUSINESSOWNER'S — Business Income, Extra Expense and Related Coverages Limit of Insurance B. However, Paragraph A. does not apply to coverages provided by any of the following en- dorsements: 1. Water Back-up And Sump Overflow Endorse- ment BP 04 53 (if that endorsement is attached to this Businessowner's Policy); 2. Hotels/Motels Endorsement (if that endorse- ment is attached to this Businessowner's Policy); 3. Professional Offices Endorsement (if that en- dorsement is attached to this Businessowner's Policy); 4. Retail Stores Endorsement (if that endorse- ment is attached to this Businessowner's Policy); C. As used in this endorsement, "Site" means all locations and buildings scheduled to one limit of insurance as indicated in the schedule of this endorsement. Page 2 of 2 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 99 41 04 11 BUSINESSOWNER'S BP 99 64 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS INCOME CHANGES -TIME PERIOD This endorsement modifies insurance provided under the following: BUSINESSOWNER'S COVERAGE FORM SCHEDULE Number of Hours 24 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section I — Property is amended as follows: A. Paragraph A.5.i. Civil Authority Additional Cov- erage is amended by deleting the second paragraph and replacing it with the following: Civil Authority coverage for Business Income will begin the number of hours shown in the Schedule of this endorsement after the time of the first action of civil authority that prohibits access to the described premises and will apply for a period of up to four consecutive weeks from the date on which such coverage began. B. Paragraph A.5.m.(5)(a) Business Income From Dependent Properties Additional Coverage is re- placed by the following: (5) The coverage period for Business In- come under this Additional Coverage: (a) Begins the number of hours shown in the Schedule of this endorsement after the time of direct physical loss or damage caused by or resulting from any Covered Cause of Loss at the described premises of the dependent property; and C. Paragraph H.9.a.(1)(a) of the "period of restora- tion" definition is replaced by the following: (a) The number of hours shown in the Schedule of this endorsement after the time of direct physical loss or damage for Business Income Coverage; or BP 99 64 03 12 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 1 of 1 104937-VSAG-2024 Asphalt Resurfacing Contract 5 Final Audit Report 2024-03-04 Created: 2024-02-21 By: Andrea Munoz (Andrea.Munoz@fortworthtexas.gov) Status: Canceled / Declined Transaction ID: CBJCHBCAABAAAIR3BKzvyV7eG3kkAnOWW7F3iaWu9vfm "104937-VSAG-2024 Asphalt Resurfacing Contract 5" History Document created by Andrea Munoz (Andrea. Mu noz@fortworthtexas.gov) 2024-02-21 - 0:17:33 AM GMT- IP address: 204.10.90.100 P+ Document emailed to Wendi Hedlund (wend i.hedlund@fortworthtexas.gov) for filling 2024-02-21 - 0:31:36 AM GMT Email viewed by Wendi Hedlund (wendi.hedlund@fortworthtexas.gov) 2024-02-21 - 1:50:03 PM GMT- IP address: 204.10.90.100 6© Form filled by Wendi Hedlund (wendi.hedlund@fortworthtexas.gov) Form filling Date: 2024-02-21 - 4:09:22 PM GMT - Time Source: server- IP address: 204.10.90.100 P4 Document emailed to kenji@infratico.com for signature 2024-02-21 - 4:09:25 PM GMT Email viewed by kenji@infratico.com 2024-02-21 - 4:10:50 PM GMT- IP address: 172.56.218.164 6© Signer kenji@infratico.com entered name at signing as Kenji Aono 2024-02-21 - 4:25:29 PM GMT- IP address: 172.56.218.164 0S© Document e-signed by Kenji Aono (kenji@infratico.com) Signature Date: 2024-02-21 - 4:25:31 PM GMT - Time Source: server- IP address: 172.56.218.164 P4 Document emailed to Marwan Mohamed Saad Hafez (marwan.hafez@fortworthtexas.gov) for signature 2024-02-21 - 4:25:34 PM GMT Email viewed by Marwan Mohamed Saad Hafez (marwan.hafez@fortworthtexas.gov) 2024-02-21 - 4:27:11 PM GMT- IP address: 204.10.90.100 FDRTWORTHs I P—m`l8y Adobe Acrobat Sign Signer Marwan Mohamed Saad Hafez (marwan.hafez@fortworthtexas.gov) entered name at signing as Marwan Hafez 2024-02-21 - 4:29:42 PM GMT- IP address: 204.10.91.100 Document e-signed by Marwan Hafez(marwan.hafez@fortworthtexas.gov) Signature Date: 2024-02-21 - 4:29:44 PM GMT -Time Source: server- IP address: 204.10.91.100 ' Document emailed to Donnette Murphy (don nette.murphy@fortworthtexas.gov) for approval 2024-02-21 - 4:29:47 PM GMT Email viewed by Donnette Murphy (don nette. murphy@fortworthtexas.gov) 2024-02-21 - 11:38:32 PM GMT- IP address: 204.10.90.100 Document approved by Donnette Murphy (don nette.murphy@fortworthtexas.gov) Approval Date: 2024-02-21 - 11:38:38 PM GMT - Time Source: server- IP address: 204.10.90.100 Document emailed to Mary Hanna (Mary.Han na@fortworthtexas.gov) for filling 2024-02-21 - 11:38:39 PM GMT %j Form filled by Mary Hanna (Mary.Hanna@fortworthtexas.gov) Form filling Date: 2024-02-23 - 0:17:00 AM GMT - Time Source: server- IP address: 204.10.90.100 Document emailed to Patricia Wadsack (patricia.wadsack@fortworthtexas.gov) for filling 2024-02-23 - 0:17:02 AM GMT Email viewed by Patricia Wadsack (patricia.wadsack@fortworthtexas.gov) 2024-02-23 - 3:36:52 PM GMT- IP address: 35.150.23.58 �o Form filled by Patricia Wadsack (patricia.wadsack@fortworthtexas.gov) Form filling Date: 2024-02-23 - 3:44:25 PM GMT - Time Source: server- IP address: 35.150.23.58 Document emailed to Lauren Prieur (Lauren.Prieur@fortworthtexas.gov) for signature 2024-02-23 - 3:44:27 PM GMT Email viewed by Lauren Prieur (Lauren.Prieur@fortworthtexas.gov) 2024-02-23 - 3:46:53 PM GMT- IP address: 166.205.54.39 Document e-signed by Lauren Prieur (Lauren.Prieur@fortworthtexas.gov) Signature Date: 2024-02-23 - 7:13:31 PM GMT - Time Source: server- IP address: 204.10.90.100 Document emailed to Priscilla Ramirez (Priscilla.Ramirez@fortworthtexas.gov) for approval 2024-02-23 - 7:13:34 PM GMT Email viewed by Priscilla Ramirez (Priscilla.Ramirez@fortworthtexas.gov) 2024-02-23 - 9:49:01 PM GMT- IP address: 204.10.90.100 FDRTWORTHs I P°`4'y Adobe Acrobat Sign Document approved by Priscilla Ramirez (Priscilla.Ramirez@fortworthtexas.gov) Approval Date: 2024-02-23 - 9:49:24 PM GMT - Time Source: server- IP address: 204.10.90.100 Document emailed to Douglas Black (Douglas.Black@fortworthtexas.gov) for signature 2024-02-23 - 9:49:27 PM GMT Email viewed by Douglas Black (Douglas.Black@fortworthtexas.gov) 2024-02-29 - 5:20:37 PM GMT- IP address: 204.10.90.90 Document e-signed by Douglas Black (Douglas.Black@fortworthtexas.gov) Signature Date: 2024-02-29 - 5:21:34 PM GMT - Time Source: server- IP address: 204.10.90.90 Document emailed to Jesica McEachern (jesica.mceachern@fortworthtexas.gov) for signature 2024-02-29 - 5:21:36 PM GMT Email viewed by Jesica McEachern (jesica.mceachern@fortworthtexas.gov) 2024-03-04 - 9:24:36 PM GMT- IP address: 204.10.90.100 Document e-signed by Jesica McEachern Qesica.mceachern@fortworthtexas.gov) Signature Date: 2024-03-04 - 9:41:15 PM GMT - Time Source: server- IP address: 204.10.90.100 Document approval automatically delegated to Katherine Cenicola (Katherine.Cenicola@fortworthtexas.gov) by Ronald Gonzales (Ronald.Gonzales@fortworthtexas.gov) 2024-03-04 - 9:41:17 PM GMT Py Document emailed to Katherine Cenicola (Katherine.Cenicola@fortworthtexas.gov) for approval 2024-03-04 - 9:41:18 PM GMT 124 Document emailed to Ronald Gonzales (Ronald.Gonzales@fortworthtexas.gov) for approval 2024-03-04 - 9:41:18 PM GMT f) Email viewed by Katherine Cenicola (Katherine.Cenicola@fortworthtexas.gov) 2024-03-04 - 9:42:29 PM GMT- IP address: 104.47.64.254 &0 Document approved by Katherine Cenicola (Katherine.Cenicola@fortworthtexas.gov) Approval Date: 2024-03-04 - 9:44:15 PM GMT - Time Source: server- IP address: 204.10.90.100 F4 Document emailed to Jannette Goodall Qannette.goodall@fortworthtexas.gov) for signature 2024-03-04 - 9:44:16 PM GMT ,t Email viewed by Jannette Goodall Qannette.goodall@fortworthtexas.gov) 2024-03-04 - 9:50:15 PM GMT- IP address: 204.10.90.100 d© Document e-signed by Jannette Goodall Qannette.goodall@fortworthtexas.gov) Signature Date: 2024-03-04 - 9:50:26 PM GMT - Time Source: server- IP address: 204.10.90.100 FoRTWORTHs I P°`4'y Adobe Acrobat Sign Form filling automatically delegated to Elisa Winterrowd (Elisa.Winterrowd@fortworthtexas.gov) by Allison Tidwell (allison.tidwelI@fortworthtexas.gov) 2024-03-04 - 9:50:28 PM GMT i' Document emailed to Allison Tidwell(allison.tidwell@fortworthtexas.gov) for filling 2024-03-04 - 9:50:28 PM GMT Document emailed to Elisa Winterrowd (Elisa.Winterrowd@fortworthtexas.gov) for filling 2024-03-04 - 9:50:29 PM GMT Document canceled by Andrea Munoz (Andrea.Munoz@fortworthtexas.gov) 2024-03-04 - 9:54:31 PM GMT- IP address: 204.10.90.100 FoRTWORTHs I P°`4'y Adobe Acrobat Sign FORT WORTH. Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE: 2024 Asphalt Resurfacing Contract 5 M&C: CPN: 104937 CSO: DOC#: Date: To: Name Department Initials Date Out 1. Wendi Hedlund TPW - initialIWIH*" Feb 21, 2024 2. Kenji Aono/Infrastructure Analytics Company Vendor - Signature KA KA Feb 21, 2024 3. Marwan Hafez TPW - Signatures Feb 21, 2024 4. Mary Hanna TPW -initial 7e/' Feb 22, 2024 5. TPW AD, Patricia Wadsack TPW - initial PLW Feb 23, 2024 6. Lauren Prieur TPW - signature ?Ir— Feb 23, 2024 7. Doug Black Legal -signature d.b Feb 29, 2024 8. Jesica McEachern CMO - signature A Mar 4, 2024 9. Jannette Goodall CSO - signature ,GTG Mar 4, 2024 10. TPW Contracts TPW DOCUMENTS FOR CITY MANAGER'S SIGNATURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ❑YES ®No RUSH: ❑YES ®No SAME DAY: []YES ❑No NEXT DAY: ❑YES []No ROUTING TO CSO: ❑YES ❑No Action Required: ❑ As Requested ❑ For Your Information ® Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs Return To: TPWContracts(a,FortWorthTexas.2ov at ext. 7233 or 8363, for pick up when completed. Thank you! Updated 06.21.2023 mdhm