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HomeMy WebLinkAboutC2013-350 - 10/29/2013 - Approved • SERVICE AGREEMENT No. THIS SERVICE AGREEMENT (this "Agreement") is entered into by and between WM Logistics, LLC (the "Contractor") and the City of Corpus Christi, a Texas home-rule municipal corporation(the"City")effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide a ROUTE OPTIMIZATION PROGRAM in response to Request for Proposal No. BI-0156-13, which is incorporated by reference and attached hereto as Exhibit A;and WHEREAS the City has determined Contractor to be the most advantageous Proposer; NOW,THEREFORE,Contractor and City enter into this Agreement and agree as follows: 1.Services. Contractor will provide a ROUTE OPTIMIZATION PROGRAM in accordance with Request for Proposal No. BI-0156-13, which is incorporated by reference and attached hereto as Exhibit A. 2. Fee for Services. The City agrees to pay the Contractor the mutually agreed upon fees as follows: See Exhibit D, attached. Fees are fixed and firm for the duration of the contract. 3. Term. This Agreement commences on the date signed by the last signatory and shall continue through successful implementation of the Route Optimization Program, subject to the approval of the City Manager or his designee ("City Manager".) The Route Optimization Program is divided into a pilot phase and full roll out phase. The pilot phase will be conducted over a ninety day period. The full roll out is contingent upon the success of the pilot program and will commence immediately after the ninety day pilot. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non-performance and authorizations for payment. All of Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator,who is the Director of Solid Waste Services. 5. Independent Contractor. Contractor will perform the services hereunder as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent,servant,or employee of Contractor be considered an employee of the City. 2013-350 10/29/13 Ord. 029997 WM Logistics LLC INDEXED 6. Insurance. Before activities can begin under this Agreement, Contractor's insurance company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages to the Contract Administrator. Additionally, the Certificate must state that the Contract Administrator will be given at least thirty (30) days' advance written notice of cancellation, or intent not to renew any of the policies. Insurance requirements are incorporated herein in Request for Proposal No. BI-0156-13, which is incorporated herein as Exhibit A, and may be revised annually by the City Manager upon thirty (30) days' advance written notice to Contractor. 7. Assignment. No assignment of this Agreement or any right or interest therein by Contractor is effective unless the City first gives its written consent to such assignment. The performance of this Agreement by Contractor is of the essence of this Agreement and the City's right to withhold consent to such assignment is within the sole discretion of the City. 8. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City, which fiscal year ends on July 31 annually, is subject to appropriations and budget approval providing for such contract item as an expenditure in that budget. The City does not represent that the budget item for this agreement will be actually adopted, since that determination is within the sole discretion of the City Council at the time of adoption of each budget. 9. Waiver. No waiver of any breach of any term or condition of this Agreement or Contractor's offer to Request for Proposal No. BI-0156-13 waives any subsequent breach of the same. 10.Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws, rules and regulations. All duties of the parties will be performed in the City of Corpus Christi,Texas. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas and the venue for such disputes is the appropriate district,county or justice court in and for Nueces County,Texas. 11.Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, Contractor must obtain prior written approval from the Contract Administrator. In using subcontractors,Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 12.Amendments. This Agreement may be amended only by written agreement signed by duly authorized representatives of the parties hereto. 13.Termination. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in Request for Proposal No. BI-0156-13. Failure to • keep all insurance policies in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give Contractor at least 5 work-days' advance written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, City may terminate this Agreement, with or without cause, upon twenty (20) days' advance written notice to Contractor. However, City may terminate this Agreement on 24-hours' advance written notice to Contractor for failure to pay or provide proof of payment of taxes as set out in Section 14 of this Agreement. 14.Taxes. Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other related taxes according to Circular E Employer's Tax Guide, publication 15,as it may be amended. Contractor must provide proof of payment of these taxes within thirty(30) days after City Manager's written request therefore. Failure to pay or provide proof of payment is grounds for the City Manager to terminate this Agreement after providing 24 hours' advance written notice to Contractor. 15. Drug Policy. Contractor must adopt a Drug Free Workplace and drug testing policy. 16.Violence Policy. Contractor must adopt a Violence in the Workplace policy. 17.Notice. Notice may be given by fax, hand delivery or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after deposit in the U.S.Mail,if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Director of Solid Waste Services P. O. Box 9277 Corpus Christi,Texas 78469-9277 IF TO CONTRACTOR: Contractor Name: WM Logistics,LLC Contact Person: Surva Sahoo Address: 1510 FM 1488 Rd, City,State,Zip: Magnolia 1 TX 1 77354- 18. Indemnification. CONTRACTOR SHALL INDEMNIFY,HOLD HARMLESS AND DEFEND THE CITY AND ITS OFFICERS, EMPLOYEES AND AGENTS (INDEMNITEES) FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH,PERSONAL INJURIES,PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS'FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT CONTRACTOR SHALL NOT HAVE ANY DUTY TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE INDEMNITEES FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS,ATTORNEYS'FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH AN INDEMNITEES' NEGLIGENCE, OR WILLFUL MISCONDUCT. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL REASONABLY SATISFACTORY TO INDEMNITEES AND PAY ALL CHARGES OF ATTORNEY AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF PROPOSER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THE CONTRACT. 19. Severability. Each provision of the Agreement shall be considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid,but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. SIGNED this 2-3 day of D do yr~ ,2013. Contractor: WM Logistics, LLC D� //--- Signature v Name: Surya Sahoo Title: ✓ire, f as'r'nle H f-- CITY sk. It '•C, ' STI Michael Barrera n Assistant Director of Financial Services 1 �� `I u(NUKa' IIPOWelt ATTEST. .�. ARMANDO CtaAPA ;Filter/2Y COY SECRETAR0 Incorporated by Reference: Exhibit A: Request for Proposal No. BI-0156-13 Exhibit B: Proposer's Proposal Exhibit C :WM Logistics exceptions titled"3.6 Exceptions" Exhibit D : Final Pricing PILOT PROGRAM AGREEMENT("Agreement") party technicians to install the Mobile Units on Customer's vehicles. This Agreement is entered into and is effective as of 2013 ("Effective Date") between WM Logistics, LLC WML agrees to have Mobile Units installed in Customer's ('WML"),with its principal place of business at 5910 FM 1488 vehicle. The Mobile Units will contain all terms and conditions Road, Magnolia, Texas 77354, and City of Corpus related to the use of the Software,as well as any guidance and Christi("Customer), with its principal place of business at directives provided with the Mobile Units, and Customer shall Hygeia St.,Corpus Christi,Texas,78415. comply therewith. The Mobile Units and the Software are owned by WML. Customer agrees that Mobile Units placed in Background. Customer wishes to conduct a pilot program to service vehicles must be affixed, mounted or secured such that evaluate WML's software products for Customer's internal use they do not move while the vehicles are in motion. Customer (the 'Pilot Program"). WML is willing to provide to the understands and agrees that operating or otherwise using the Customer: (a) the Software products on a hosted basis and (b) Mobile Unit while the vehicle is in motion can result in the Mobile Units on a loan basis during the evaluation period of accidents causing injury and/or damages. Therefore,any use or the Pilot Program. The following terms and conditions shall operation of the Mobile Units while the vehicle is in motion is apply to the Pilot Program only and shall not apply to any strictly prohibited. other licensing arrangements. Customer shall inform all drivers of its vehicles to not 1. Definitions operate or use Mobile Units while the vehicles are in motion. The term "operate" or "use" means any act of "Software" shall mean the following WML software products: programming the Mobile Unit, changing the settings of the eRouteLogistics°, eRouteServiceAreaPlanner'", Mobile Unit or in any way touching or physically interacting eRouteDispatchl",eRouteLinkt,and eRouteTrackerT". with the Mobile Unit "Mobile Unit"shall mean the mobile computing device,such as 4. Customer Responsibilities regarding Mobile Units a tablet or laptop computer and associated peripherals such as a) Customer agrees that all Mobile Units including but case, mounts etc., that is used to operate the eRouteLink not limited to the tablet, cradle, vehicle mount, casing/cover software. and other related equipment installed by WML or its representative as part of Software are the property of WML and "Evaluation Period" is _90_ days from the start of the are offered to the Customer on a loan during the term of Software hosting or the delivery of the Mobile Units,whichever Software use. Customer agrees that all such property shall be date is later. returned to WML at the end of the term in the same good condition as provided to Customer. 2. Software Hosting and Licensing b) WML is the sole owner of the Mobile Units. Customer Except for eRouteLink (which only operates on the Mobile agrees, at its expense,to keep Mobile Unit free of claims,liens, Unit), all Software will be hosted by WML during the Pilot and encumbrances created by Customer. This Agreement Program. Customer will be given userids and passwords subject serves as WML's security interest in the Mobile Units. to the terms in Attachment A for accessing the Software during Customer shall keep all non-WML or non-Waste Management the Evaluation Period. Customer is granted a limited duration, signs, trademarks, trade names or logos from appearing on the non-exclusive, non-transferrable license to use the Software for Mobile Unit without prior written approval from WML. evaluation and testing purposes only during the Evaluation Customer agrees to maintain and operate the Mobile Unit in a Period. At the end of the Evaluation Period, the software clean, proper, safe and sanitary condition and manner in hosting will be discontinued and no further access or use of the compliance with all applicable laws. Software will be permitted by the Customer. Customer shall have no rights or ownership as to any data, files,or content of c) During the Evaluation Period, WML will repair or any kind created during the Pilot Program;provided, however, replace any defective or damaged Mobile Unit. Customer must that Customer shall have rights and ownership to all the always notify WML if a Mobile Unit is damaged or defective. Deliverables set forth on Attachment A. d) CUSTOMER ACKNOWLEDGES THAT WML IS 3. Mobile Unit Installation and Usage NOT THE MANUFACTURER OF SUCH MOBILE UNITS. WML will provide the necessary Mobile Units to Customer on WML WARRANTS THAT IT HAS TITLE TO THE a loan basis. The Mobile Units shall be used only for evaluating MOBILE UNITS. EXCEPT FOR THE LIMITED and testing eRouteLink. Customer shall not use the Mobile WARRANTY EXPRESSLY STATED ABOVE AND Units for any other purpose. The Mobile Units will be pre- HEREIN, WML DISCLAIMS ALL WARRANTIES AND loaded with eRouteLink. WML will coordinate with third- CONDITIONS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT !'nnlidpnHnl and Prnnrietary -1- LIMITATION, WARRANTIES OF MERCHANTABILITY, Confidential Information from dissemination to, and use by, MERCHANTABLE QUALITY AND FITNESS FOR A any third party,taking precautions at least as protective as those PARTICULAR PURPOSE AND WARRANTIES AND the Recipient employs with respect to its most confidential CONDITIONS AGAINST HIDDEN OR LATENT materials, but in no case less than reasonable precautions; (iii) DEFECTS AND IS NOT LIABLE FOR THE restrict access to the Confidential Information to its employees PERFORMANCE OF THE MOBILE UNITS. and contractors who have a need to have access to the Confidential Information and who are bound by confidentiality 5. Software Ownership and Intellectual Property Rights obligations at least as restrictive as those set forth in this WML and its licensors retain all world —wide interest in title, Agreement; (iv) immediately notify the Discloser upon all rights, whether registered or unregistered, relating to discovery of any loss or unauthorized disclosure of the copyrights,patents, trade secrets, confidential information,and Discloser's Confidential Information; and (v) to return or other intellectual property and industrial rights to and in all destroy all Confidential Information upon termination of this copies (whole and in part, including those made by Customer Agreement. whether or not permitted hereunder)of the Software. The foregoing provisions will not apply to Confidential 6. License Restrictions Information that: (i) is publicly available or in the public The source code and object code underlying the Software, the domain at the time disclosed; (ii) is or becomes publicly design and functioning of the Software (both tangible and available or enters the public domain through no fault of the intangible),are the property and trade secrets of WML. Recipient; (iii) is rightfully communicated to the Recipient by persons not bound by confidentiality obligations with respect Customer shall keep the Software free of all liens, attachments thereto; (iv) is already in the Recipient's possession free of any and other encumbrances and rights of third parties whatsoever. confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the Recipient Customer shall not reverse engineer, decompile, decode, without access to the Confidential Information; or (vi) is disassemble,or otherwise seek to discover the source code of approved for release or disclosure by the Discloser in writing the Software, nor shall Customer allow, authorize or assist without restriction. Notwithstanding the foregoing, the others in any such activities. Recipient will be allowed to disclose Confidential Information of the Discloser to the extent that such disclosure is required by Neither is Customer allowed to copy or make any derivative law or by the order of a court or similar judicial or work based upon the Software administrative body,or as may be required by the Texas Public Information,Chapter 552,Texas Government. 7. Confidentiality Customer shall hold in strict confidence any and all information The parties' obligations pursuant to this Section shall survive pertaining to testing, benchmarking, performance, use, and termination or expiration of this Agreement for six (6) months other evaluation criteria-related information resulting from the and will be binding on each party's heirs, successors, and use of the Software and shall protect the same and the Software assigns. from unauthorized access, reproduction, disclosure or use. In the event Customer becomes aware of any unauthorized use or 8. Equitable Relief disclosure of any of the Software, Customer shall promptly A breach by either party of any of the promises or agreements notify WML. contained herein regarding confidentiality or intellectual property may result in irreparable and continuing damage to the Both parties shall hold in strict confidence all Confidential other party for which there will be no adequate remedy at law, Information disdosed by the other party during the and either party shall be entitled to seek injunctive relief and/or performance of this Agreement. 'Confidential Information' specific performance, and such other relief as may be proper means all trade secrets, business, technical and financial (including monetary damages if appropriate). information, computer software, machine and operator instructions, business methods, procedures, know-how, and 9. Term and Termination other information,irrespective of the format of communication, This Agreement shall commence on the Effective Date and shall that relates to the business or technology of either party that is continue for the term of the Evaluation Period. identified as being confidential at the time of disclosure or disclosed under circumstances that would lead a reasonable Either party may terminate this Agreement upon ten (10)days' person to believe such information is confidential. written notice to the other party. WML may terminate this Agreement immediately upon Customer's breach of any of its The party receiving Confidential Information (`Recipient') obligations under this Agreement. from the other party ('Discloser") agrees as follows: (i) to use the Confidential Information only for the purposes described in Upon termination of this Agreement,the Software hosting will this Agreement; (ii) to hold in confidence and protect the cease immediately and Customer shall promptly return the Cnnfidentln/and Prnnrintary -7 Mobile Units to WML. Customer shall not have any rights or agreements previously existing between the Customer and ownership to any data,files,or content of any kind arising from WML. the use of the Software or the Mobile Units;provided,however, This Agreement may only be amended with the consent, in that Customer shall have rights and ownership to all the writing of both parties. Customer may not delegate, assign, Deliverables set forth on Attachment A. transfer or sub-license any of the licenses, rights granted to, or duties of,Customer hereunder. 10.No Warranty THE SOFTWARE PROVIDED HEREUNDER IS CUSTOMER ACKNOWLEDGES THAT IT HAS READ PROVIDED AS IS". WML MAKES NO EXPRESS OR THIS AGREEMENT, UNDERSTANDS IT AM) AGREES IMPLIED REPRESENTATIONS OR WARRANTIES TO BE BOUND BY ITS TERMS AND CONDITIONS; WHATSOEVER AND WML HEREBY DISCLAIMS ANY THEREFORE, THIS AGREEMENT SHALL BE AND ALL WARRANTIES AND GUARANTIES,EXPRESS, CONSTRUED AS HAVING BEEN DRAFTED BY BOTH IMPLIED OR OTHERWISE, WITH RESPECT TO THE PARTIES. SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR DULY EXECUTED by authorized representatives of the NONINFRINGEMENT; PROVIDED, HOWEVER, THAT parties below as of the Effective Date. WML REPRESENTS THAT THE SOFTWARE PROVIDED HEREUNDER WILL PERFORM IN WORKING ORDER WM Logistics,LLC AS DESCRIBED BY THE SOFTWARE /1 DOCUMENTATION(as set forth on Attachment B). By: Authorized Signature TO Limitation of Liability �i�r hCO TO THE MAXIMUM EXTENT PERMITTED BY Print Name: j,J APPLICABLE LAW, IN NO EVENT WILL WML BE l n,Ji LIABLE FOR ANY, INDIRECT, SPECIAL, INCIDENTAL Title: 1/ OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, �1 t ft. OR ANY ERRORS OR DEFECTS IN THE SOFTWARE, Custome + C V , INCLUDING, WITHOUT LIMITATION, DAMAGES OR V COSTS RELATING TO THE LOSS OF PROFITS, By:_ II, ' / BUSINESS, GOODWILL, DATA OR COMPUTER Authori F► • atu PROGRAMS, WORK STOPPAGE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES,EVEN IF Print Name: �. K J(�f- WML HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR Title: i - NW EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. 12. Governing Law and jurisdiction ATTACHMENT A This Agreement shall be governed by,subject to and construed in accordance with the laws of the State of Texas,excluding its This Attachment A is attached to and made part of the conflict of laws provisions. Agreement. 13.Export Compliance The following terms shall have the following meanings: Customer acknowledges that the Software and Mobile Units are °Named Users"shall mean either the maximum number of subject to United States export control laws. Customer shall humans or specific machines authorized to use the Software; comply with all applicable export laws, obtain all applicable "Vehicles"shall mean the maximum number of vehicles owned export licenses and will not export or re-export any part of the and/or operated by Customer to use with Software;and Software or Mobile Unit to (i) any person on the denied-party list, (ii) any country that may be subject to an embargo by the All other capitalized terms not defined herein shall have the United States, or (iii) any country in violation of any U.S. meanings given to them in the Agreement. export law or regulation. 14.Miscellaneous 1.Customer shall have the right to use the following This Agreement between Customer and WML with respect to Software during the Evaluation Period: the subject matter hereof supersedes any and all oral or written (a)eRouteLogistics-Commercial/Residential (b)eRouteDispatch Confidential and Pronrivtary -1- (c)eRouteTracker This Attachment B is attached to and made part of the (d)eRouteLink Agreement. 2.Number of Named Users for each Software: (a)eRouteLogistics-Commercial/Residential:5 (b)eRouteDispatch:5 (c)eRouteTracker:5 (d)eRouteLink:5 3.Number of Vehicles for each Software (a)eRouteLogistics-Commercial/Residential:5 (b)eRouteDispatch:5 (c)eRouteTracker:5 (d)eRouteLink:5 4.Number Mobile Units (a)eRouteLink:5 5.Fees: (a)Total Fees:The total fee(the Fee )for thePilot Program is$33,100,which is due upon signing this Agreement. The fee shall be discounted for the wireless data plan costs that Customer shall procure directly from the wireless provider, only during the 90 day Evaluation Period. 6.Deliverables: • Customer's utility customer data provided by Customer • Resequenced routes data with Route Reports in MS Excel • Other Customer requested reports from Software for diagnosis and troubleshooting ATTACHMENT B WAIL SOFTWARE DOCUMENTATION (attached hereto) Cnnfidantinl and Prnnrivtary -s- -----"4 ACORD' CERTIFICATE OF LIABILITY INSURANCE 1,1,201, DATE M1OO/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the poilcy(Ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In Neu of such endorsement(s). PRODUCER LOCKTON COMPANIES,LLC C'f): T 5847 SAN FELIPE,SUITE 320 I'',lo,EMI: I r ,No); HOUSTON D(77057 866-260-3538 SASS: INSURER(SI AFFORDING COVERAGE NAIC e INSURER A: ACE American Insurance C ompam 22667 INSURED WASTE MANAGEMENT HOLDINGS,INC.&ALL AFFILIATED, INSURER B: indemnity insurance Co of North Americo 43575 1349455 RELATED&SUBSIDIARY COMPANIES INCLUDING: INSURER c: ACE Property&Casualty Insurance Co 20699 WM LOGISTICS,LLC 5910 FM 1488 ROAD INSURER D: MAGNOLIA TX 77354 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 12661640 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE INV SUER POUCY NUMBER iPO Y p y,(MQI ICY EXyI LIMITS A GENERAL LIABILITY y y HDOG27015189 1/1/2013 1/1/2200/YYY 14 �EAACC�HHOEECCCtURRENCE s 5,000,000 X COMMERCIAL GENERAL LIABIUTY PREmiSES(Ei occurrence) s 5,000,000 ICLAIMS•MADE©OCCUR MED EXP(Any one person) f XXXXXXX X XCU INCLUDED PERSONAL&ADV INJURY f 5,000,000 X ISO FORM CO 00011207 GENERAL AGGREGATE S 6,000,000 GEN'L AGGREGATE UNIT APPLIES PER. PRODUCTS-COMP/OP AGG $ 6,000,000 I POLICY n JEC n LOG S A AUTOMOBILE LIABILITY y y MMTH08712293 1/1/2013 1/1/2014 scafaNdEentD)SINGLE S (_)( X ANY AUTO BODILY INJURY (Per person) s XX XX X ?C ?CX — ALL OWNED -AE I€QUIEO BODILY INJURY(Per accident)S XXXXXXX AU 1 HIRED AUTOS _AAUTO NON-OWNED PROPERTY ident) AGE $ XXXXXXX }( MCS-90 "per accident) . S XXXXXXX C X UMBRELLAUAB X OCCUR Y y XOC)Ci27048201 1/1/2013 1/1/2014 EACH OCCURRENCE $ 15,000,000 EXCESS UAB CLAIMS-MADE AGGREGATE $ 15,000,000 DED JI RETENTION S $ )000000( WOREER3 COEPENSATION yy�gTATU- 0TH- t3 AND EMPLOYERS'LIABILITY y WLR C47128250(ADS 1/1/2013 1/1/2014 X TORY LaMITS� FR A ANY PROPRIETOR/PARTNER/EXECUTIVE v/N N 1 A WLR 047128290(CA&MA) 1/1/2013 1/1/2014 E L EACH ACCIDENT $ 3,000,000 A OFFICERIMEYWEREXCLUDED', © SCFC47128262(Vill 1/1/2013 1/1/2014 mandatory In NH) E L.DISEASE-EA EMPLOYEE S 3,000,000 r�ya dncn(N undo OESCRPTION OF OPERATIONS brow E.L.DISEASE-POLICY UPS" _S 3,000,000 A EXCESS Airro y y XTR H0871230A 1/1/2013 1/1/2014 COMBINED SINGLE LIMI I LIABILITY 59.000,000 (EACH ACCIDENT) DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES((Attach ACORD 101,Additional Remarks Schedule,If more space is required) ALL POLICIES EXCEPT WC'CI TO THE CERTIFICATE HOLDER ONLY IF THERE I ADDITIONAL WRI CONTRACT BERTWEENNTTHE NAMED INSURED AND THE CERTIFICATE HOLDER THAT REQUIRES SUCH STATUS. ALL POLICIES INCLUDE A BLANKET WAIVER or SUBROGATION ENDORSEMENT[PROVISR3N1 THAT PROVIDES THIS FEATURE ONLY WHEN THERE IS A WRITTEN CONTRACT BETWEEN THE NAMED INSURED AND THE CERTIFICATE HOLDER THAT REQUIRES SUCH STATUS. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12661640 AUTHORIZED REPRESENTATIVE CITY OF CORPUS CHRISTI HYGEIA STREET CORPUS CHRISTI TX 78415 ACORD 25(2010105) 01988-2010 ACORD CORPORATI .All rights reserved The ACORD name and logo are registered marks of ACORD ° CERTIFICATE OF LIABILITY INSURANCE I DATE"'N°°"Y'" THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER SIBS CERTIFICATE DOES ROT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE FOLDER IMPORTANT: If the certificate holder k an ADDITIONAL INSURED,the policy(IM)must be endorsed. I SUBROGATION IS WANED,sub(ect to the tams and oondions of the pocky,certain poikhe may taillike an endorsement.A statement on this certificate don not confer rights to the csrtl0eat holder in Men Mauch endonNNrwng.J. mL0 KTON COMPANIES,LLC 5847 SAN FEUPE,SUITE 320 ~ , • e.'- HOUSTON,TX 77057 M'nnWi MPOROO SOOVEVIs# AMC ammo:ACE American Insurance Company 2268T 'ileum Ml LOGISTICS,LLC wales: .......... . 5910 FM 1488 ROAD ,P* C: MAGNOLIA,TX 77354 PRIMER D; �M•l L: _IIu1t!s1R P, COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: Tilts IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VMTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HERON IS SUBJECT TO ALL THE TERMS, y�gEXCLUSIONS AND CONDITIONS OF SUCH POLICIES LWITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLARA& LTR TOPE OF InURM CE MR%VD MAY MAW tY .i'? '` UNITS GENERAL LIAMEGY EACH OCCURRENCE I 1 COMMERCIAL menu UA&UrY •• , .,, „ CINM&MMOE ❑OCCUR MED Ow(Aly mo posmi I �--. PERSONAL 6ADV INJURY f IMIERALALOREOATE $ OENL AGGREGATE WAIT APPLIES PER PRODUCTS•COSPAP ADO I 7 POLICY I I; I l LOC I AUBBICE LE LIABILITY •y; � , UNIT ANY AUtO GOOEY INJURY .MO) I—ALL OWNED M so-mourn ICBM AerY(PeraAtnq I HIRED AUTOS N�IEO ASTOG n r AUTOS Ytmuu.A LJAe .-..OCCUR EACH000URRENCS • EXCESS LW CLAMS.YAOE AGGREGATE OED 1 J RETENnoat �7� ( I Al EMPLOYER,WNW! 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