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HomeMy WebLinkAboutResolution - 4966 - Management Contract - Munex Inc - LP&L Operation - 09/28/1995Resolution No. 4966 September 28, 1995 Item #16 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Management Contract by and between the City of Lubbock and Munex, Inc., attached hereto, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 28th day ATTEST: 4cd,-- jj'ni� Betty . Johns , City Secretary APPROVED AS TO CONTENT: arS Bob Cass, City Manager APPROVED AS TO FORM: hn C. Ross, Jr., City Attorne JCR: da/ccdocs/munex. res August 28, 1995 September , 1995. AVID R. LANGSTON( MAYOR Resolution No. 4966 September 28, 1995 Item #16 MANAGEMENT CONTRACT STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LUBBOCK § This Contract and Agreement, made and entered into on this the 28th day of September , 1995, by and between the City of Lubbock, Texas, a Home Rule Municipal Corporation of the State of Texas, hereinafter called "City," and Munex, Inc., a Texas Corporation hereinafter referred to as "Munex." WITNESSETH: WHEREAS, the City has determined that it will, on a temporary basis, require the services of a professional management company for management and consulting services to be furnished to LP&L; and WHEREAS, the City has determined that it will be in the best interest of the City to retain the services of Munex, Inc. to assist it in furnishing professional management and consulting services as required; and WHEREAS, the City Manager has indicated that it will require some time to locate a qualified individual to act as manager and director of LP&L; and WHEREAS, the above corporation has agreed to furnish the services of one of its officers on a temporary basis pending the appointment of a permanent manager: NOW THEREFORE, the parties hereto do covenant and agree as follows: I. The City does hereby engage and retain Munex to provide professional management and consulting services for the operation of Lubbock Power & Light on the terms and conditions hereinafter set forth. II. (a) The term of this contract shall be for a period of one year beginning on October 1, 1995, and ending on September 30, 1996. (b) This agreement may be extended on an additional one year period of time by mutual agreement of the parties hereto. (c) Either party hereto may terminate this agreement at any time during the term of this agreement by giving thirty (30) days notice of its intention to terminate this contract. The City agrees to pay Munex as compensation for services rendered hereunder a monthly payment of $7,803.78. This monthly payment to be made on the last day of each month that this agreement is in effect. IV. (a) Munex agrees to furnish a qualified, diligent expert who will reside in the City service area and who will be assigned to perform the functions of the position of Managing Director of Lubbock Power & Light performing the day-to-day functions necessary for the proper and efficient operation of such system. (b) The selection and appointment of such Managing Director, and any such subsequent appointees, shall be the responsibility of Munex, but shall not be made without first obtaining the advice and consent of the City. (c) The City and Munex have agreed that the Managing Director serving under the terms of this contract will be Mr. J. Robert Massengale unless changed or altered as herein contemplated. (d) In the event of the disability of Mr. Massengale, or any person acting in the position of Managing Director, Munex covenants and agrees to secure a qualified individual to fill said position for as long as such disability may continue, as to replace such individual, if necessary, all subject to the advise and consent of the City. W Munex shall permit the authorized representatives of the City to inspect and audit all data and records of Munex relating to its performance under this contract. VI. Revenues derived from the operation of any or all of the Lubbock Power & Light system managed by Munex shall be and remain from the initial receipt thereof, the absolute property of the City and the treatment of such revenues including the banking and accounting thereof shall be the sole responsibility of the City. MANAGEMENT CONTRACT MUNEX, INC. Page 2 VII. Munex further covenants and agrees to furnish expert advisory services and/or consultation. Specific responsibilities of Munex and the Managing Director will include the following: Overall management and policy recommendations Management continuity Management personnel development and training and recruitment as necessary Monitoring and evaluation of all operations, systems and procedures Operations Finance, accounting and budgeting Safety, loss prevention, and insurance Maintenance and purchasing of equipment Customer relations and promotion Administration of service contracts Employee relations All such services rendered by Munex shall be subject to the reasonable supervision and control of the City. Munex shall make recommendations as to any areas of operation which are deemed appropriate and proper, and the decision of the City shall be binding and final in regards thereto. VIII. Munex at its sole cost and expense shall furnish to the City all necessary fidelity and surety bonds to protect, save whole and harmless, and indemnify the City from and against dishonesty, fraud or theft occasioned by any officer or employee of Munex Coverage of each such employee shall be in any amount of not less than Fifty Thousand Dollars ($50,000). MANAGEMENT CONTRACT MUNEX, INC. Page 3 IX. The City agrees to furnish Munex with all necessary offices, office furniture, equipment, materials and supplies to perform the services as contemplated under the terms of this contract. ►IN Munex shall carry and keep in effect insurance policies of the following kind and amounts: (a) Directors and officers liability insurance in the amount of $1,000,000 for Munex. (b) Automobile insurance coverage in the amount of: $100,000 Personal injury per person. $300,000 Personal injury per accident. $50,000 Property damage per accident. Munex shall maintain said insurance with insurance underwriters authorized to do business in the State of Texas satisfactory to the City. City shall be named as an additional insured on all policies of insurance issued pursuant to the requirements of this contract. Munex shall also furnish the City with a copy of the policy from the insurance carrier showing that the insurance policies required under this contract are in full force and effect. Such insurance policies shall contain a provision that written notice of cancellation or of my material change in said policies shall be delivered to the City Manager of the City at least thirty (30) days in advance of any such change. The cost of carrying such insurance shall be considered an operating expense of Munex payable by City for directors and officers coverage only. Automobile insurance cost shall be the responsibility of Munex. XI. Munex or any officer or employee thereof, shall not be liable to the City for: (1) any claim arising from employment matters of City personnel or any claim arising as a result of personnel policies and practice of the City; or (2) any claim arising from delay or interruption of services of LP&L; or MANAGEMENT CONTRACT MUNEX, INC. Page 4 (3) any claim arising from strikes, lockouts, acts of God, governmental restrictions, availability of fuel supplies, unavoidable casualty, or similar acts beyond the control of Munex Notwithstanding the above, Munex will, however, be liable for any dishonesty or fraudulent misconduct committed or directed by any officer, employee or agent of Munex in the discharge of its obligations under this contract. Further, Munex shall be liable to the City for any act of gross negligence committed by it, its officers, agents and employees in discharging its obligations under this contract. City shall not be liable to Munex for any claim arising for any failure, delay, interruption of service, nor for failure or delay in performance of any obligations under this agreement due to strikes, lockouts, acts of God, governmental restrictions, availability of fuel supplies, unavoidable casualty or similar acts beyond the control of City. XIII. Nothing contained herein shall be construed as creating the relationship of employer and employee between the City and Munex or between the City and the Munex's employees. Munex shall be deemed at all times to be an independent contractor. In carrying out the terms of this contract, Munex shall select its own employees and such employees shall be and act under the exclusive and complete supervision and control of Munex XIV. Except as waived by paragraph XI of this contract, Munex agrees to indemnify and hold the City harmless from any and all claims for injury, death, loss or damage of any kind or character and by whomever suffered or asserted, occasioned by or in connection with any work performed by the Munex, its officers or employees, under this contract or by any acts or default. XV. Munex shall at all times observe and comply with all Federal, State and local laws, ordinances and regulations, which in any manner affect the contract or the work, and shall indemnify and save harmless the City against any claim arising from the violation of any such laws, ordinances and regulations whether by Munex or its employees. XVI. Munex will not assign this contract without written consent of City. MANAGEMENT CONTRACT MUNEX. INC. Page 5 IN WITNESS WHEREOF, the parties hereto have executed this contract and agreement on the 28th day of September , 1995, as of the date and year aforesaid. MUNEX, INC. ATTEST: ATTEST: JCR:da cityatt\munex.doc rev. September 20, 1995 Betty M. Johnso , City Secretary APPROVED AS TO CONTENT: Bob Cass, City Manager APPROVED AS TO FORM: w, c /7,--., . Jin C. Ross, Jr., City Attorney MANAGEMENT CONTRACT MUNEX, INC. Page 6 GULF UNDERWRITERS INSURANCE COMPANY (herein called "the Insurance Company") Specialty Errors and Omissions Liability Insurance Policy Claims Made PART 1. INFORMATION PAGE THIS IS A CLAIMS MADE POLICY. CLAIM EXPENSES ARE INCLUDED IN THE TOTAL LIMIT OF INSURANCE. PLEASE READ THE ENTIRE POLICY CAREFULLY. Policy No. GU6111956 Renewal of No. New IN RETURN FOR THE PAYMENT OF THE PREMIUM, WE AGREE WITH YOU TO PROVIDE INSURANCE UNDER THE PROVISIONS IN THIS POLICY. Item 1. Named Insured and Mailing Address: Munex, Inc. 3817 64th Drive Lubbock, Texas 79413 Item 2. Policy Period: From March 26, 1996 To March 26, 1997 Inception Date Expiration Date 12:01 A.M., Standard Time at the Mailing Address stated in Item 1. Item 3. Retroactive Date: March 26, 1996 IF NO DATE IS STATED HERE, COVERAGE DOES NOT APPLY TO WRONGFUL ACTS COMMITTED PRIOR TO THE INCEPTICN DATE STATED IN ITEM 2 ABOVE. Item 4. Schedule of Insured Services: Management and advisory services including management personnel development and training and recruitment, monitoring and evaluation of operations, systems and procedures, customer relations and promotion, administration of service contracts, employee relations for others for a fee. GU5581(9/92) Copyright 1992 (Continued on next page) :.4f MAY 21 1996 CITY SYCRETA,?Y t je)B4O, , TEXAS PAGE 2 OF 22 OMPLAINT NOTICE - should . any dispute arise )out your premium or about a claim that you have filed, )ntact the agent or write to the company that issued the Acy. if the problem is not resolved, you may also write the* exas Department of Insurance,, P O Box 149140, Austin, exas 78714-9104, FAX # (512)'475-1771. This notice 'of amplaint procedure isfor information only and does not ecome a part or condition of this policy. EYIPORTANT NO'T`ICE To obtain information or make a complaint: You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at: You may write the Texas Department of Insurance: P. 0. Box 149104 Austin, Texas 78714-9104 FAX # (512) 475-1771 PRKM11UM OR CLAIM DISPUTES: Should you have a dispute concerning your prem-ium,,or about a claim, you should contact the agent first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. IMPORTANT NOTICE To obtain information or make a complaint: You may contact your Agent. You may call Gulf Group's toll-free telephone number for information or to make a complaint at 1-800-932-0962 You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at 1-800-252-3439 You may write the Texas Department of Insurance RO Box 149104 Austin, TX 78714-9104 FAX # (512) 475-1771 PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact the agent or the company first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY. This notice is for information only and does not become a part or condition of the attached document. FORM: SE -46 AVISO IMPORTANTE Para obtener informacion o para someter una queja: Puede comunicarse con su Agente: Usted puede llamar al numero de telefono gratis de Gulf Group para informacion o para someter una queja al 1-800-932-0962 Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de companias, coberturas, derechos o quejas al 1-800-252-3439 Puede escribir al Departamento de Seguros de Texas P. O. Box 149104 Austin, TX 78714-9104 FAX # (512) 475-1771 DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el agente o la compania primero. Si no se resuelve la disputa, puede entonces comunicarse con el departamento (TDI). UNA ESTE AVISO A SU POLIZA: Este aviso es solo para proposito de informacion y no se convierte en parte o condicion del documento adjunto. Professional Lines Underwriting Specialists, Inc. PO Brix 160190 Austin, TX 78716-0190 Insured: Munex, Inc Policy #GU6111956 Policy Premium $3225.00 Policy Fee $100.00 Stamping Fee $3.33 State Tax $161.26 Total $3489.59 In consideration of the premium charged, it is hereby agreed and understood that the wording below is attached to and made part of this policy/cover notelbinder: °This insurance contract is with an insurer not licensed to transact insurance in this state and is issued and delivered as a surplus line coverage pursuant to the Texas insurance statutes. The State Board of Insurance does not audit the finances or review the solvency of the surplus lines insurer providing this coverage, and this insurer is not a member of the property and casualty insurance guaranty association created under Article 21.28-C, Insurance Code. Article 1.14-2, Insurance Code, requires payment of 4.85 percent tax on gross premium." All other terms and conditions remain unchanged. PART 1. INFORMATION PAGE (Continued) Named Insured Munex, Inc. Policy No. GU6111956 Item 5. Total Limit of Insurance: $ 1,000,000 Item 6. Deductible for Each Wrongful Act: $ 5,000 Item 7. Premium: $ 3.225.00 State Surplus Tax ( ) $ Policy Total: $ Item 8. Form(s) and Endorsement(s) made a part of this policy at time, of issue: 1. Service of Suit - Form SE-44GE Texas Notice - Form SE -46 THIS INFORMATION PAGE, ALONG WITH YOUR SIGNED APPLICATION OR RENEWAL APPLICATION AND ALL OF THE PARTS OF THE POLICY LISTED IN ITEM 8 ABOVE COMPLETE THE POLICY. Countersigned at1 n&�C -TX B y Authori ed Revresentat' e Date �j -g9, 01 GU5581(9/92) 22 PART 2. NOTICES A. Claims Made Policy: This insurance coverage is on a claims made basis. Coverage applies only to those Claims that are first made during the Policy Period and any Extended Reporting Period as those terms are described in the policy. Coverage does not apply to any Wrongful Acts committed before the Retroactive Date stated on the Information Page. B. Claim Expenses Within the Limit: This insurance coverage contains a provision that reduces the Total Limit of Insurance stated in the policy by the amount of Claim Expenses. C. Awareness: Various provisions in this policy restrict coverage. Read the entire policy carefully to determine Your rights and duties, and what is and is not covered. We will not pay sums or perform acts or services unless explicitly provided for in this policy. Copyright 1992 G5M(W92) Page 4 of 22 PART 3. QUICK REFERENCE TO POLICY PROVISIONS The following is a quick reference indexing of Your policy's provisions, listed in sequential order. The descriptions in the quick reference are not binding. The quick reference should only be used to help You locate the actual policy provisions. Page PART 1. INFORMATION PAGE................................................................... 2-3 PART 2. NOTICES A. Claims Made Policy..................................................................................... 4 B. Claim Expenses Within the Limit............:.................................................. 4 C. Awareness.................................................................................................... 4 PART 3. THIS SECTION -QUICK REFERENCE TO POLICY PROVISIONS................................................................................. 5-6 PART 4. INTRODUCTION.............................................................................. 7 PART 5. INSURING AGREEMENTS AND EXCLUSIONS A. What We Insure............................................................................................ 8 1. Payments.............................................................................................. 8 2. Defense................................................................................................ 8 B. What We Do Not Insure — Exclusions ................................................. 8-10 C. Where and When We Insure.......:......................................................... 10-13 1. Where We Insure............................................................................... 10 2. When We Insure............................................................................ 10-13 a. Claims First Made................................................................. 10-11 b. Prior Wrongful Acts.................................................................... 11 c. Reported Wrongful Acts ........................................................ 11-12 d. Extended Reporting Period ..:.............................................. 12-13 e. Multiple Claims.......................................................................... 13 D. Total Limit of Insurance, Deductible and Reimbursement ................ 13-14 1. Total Limit of Insurance.................................................................... 13 2. Deductible.......................................................................................... 14 3. Reimbursement.................................................................................14 Copyright 1992 05M (9m) Page 5 of 22 PART 6. DEFINITIONS USED IN THIS POLICY A. Application or Renewal Application........................................................... 15 B. Bodily Injury................................................................................................ 15 C. Claim........................................................................................................... 15 D. Claim Expenses.......................................................................................... 15 E. Damages......................................................................................................15 B. F. Deductible................................................................................................... 16 G. Insured Services......................................................................................... 16 H. Policy Period................................................................................................ 16 I. Property Damage......................................................................................... 16 J. Retroactive Date.......................................................................................... 16 K. Wrongful Act............................................................................................... 16 PART 7. GENERAL CONDITIONS A. Special Rights and Duties of the First Named Insured .......................... 17 B. What to Do if You Have a Claim or Suit .................................................... 17 C. Legal Action Against Us........................................................................ 17-18 D. Bankruptcy................................................................................................. 18 E. Other Insurance......................................................................................... 18 F. Transfer of Rights of Recovery Against Others to Us ............................. 18 G. Changes in Policy Provisions; Changes in Your Operations ................. 18 H. Transfer of Your Rights and Duties Under the Policy ............................. 19 I. Cancellation............................................................................................... 19 J. Representations................................................................................... 19-20 PART 8. ENDORSEMENTS.......................................................................... 21 PART 9. A COPY OF YOUR SIGNED APPLICATION OR RENEWAL APPLICATION.................................................................................. 22 Copyright 1992 °' Page 6 of 22 PART 4. INTRODUCTION a cn) The words We, Us and Our refer to the Insurance Company named on the Information Page. The words Named Insured refer only to the Named Insured listed on the Information Page The First Named Insured is the Named Insured first listed on the Information Page. The words You and Your refer individually and collectively to: 1. The Named Insured stated on the Information Page; 2. The Named Insured's stockholders for their liability as stockholders; 3. The Named Insured's partners, officers, directors and employees, but only for Wrongful Ants within the scope of their duties in such capacity for the Named Insured; 4. Former partners, officers, directors and employees of the Named Insured, but only for Wrongful Acts both: a. Within the scope of their duties for the Named Insured; and b. Made while they were the Named Insured's partner, officer, director or employee; and 5. In the event of death, incompetency, insolvency, or bankruptcy of any of You, Your legal representative but only for Wrongful Acts within the scope of their duties for the Named Insured. Other words or phrases that are bold-faced have special meaning. Refer to Part 6. Copyright 1992 Page 7 of 22 PART 5. INSURING AGREEMENTS AND EXCLUSIONS A. What We Insure 1. Payments We will pay on Your behalf those sums in excess of the Deductible and within the Total Limit of Insurance stated in Item 5 on the Information Page that You become legally obligated to pay as Damages or Claim Expenses because of Claims as a result of a Wrongful Act in performing Insured Services for others. 2. Defense We will have the right and duty to appoint an attorney and defend a covered Claim, even if the allegations are groundless, false or fraudulent. But: a We may, at Our discretion, investigate and settle a covered Claim. b. Our right and duty to defend and pay on Your behalf ends when We have used up the Total Limit of Insurance in payment of Damages or Claim Expenses. B. What We Do Not Insure — Exclusions 1. We are not obligated to pay Damages or Claim Expenses or defend Claims for or arising directly or indirectly out of: a Bodily Injury or Property Damage. b. An act or omission that a jury, court or arbitrator finds dishonest, fraudulent, criminal, malicious or was committed while knowing it was wrongful. a Infringement of: (1) Copyright; (2) Trademark, trade dress, trade name, service mark, service name, title or slogan; or (3) Patent. d. Unfair competition, restraint of trade or any other violation of antitrust laws. e. Harassment, misconduct or discrimination because of or relating to: (1) Race, creed, color or age; (2) Sex, sexual preference, national origin or religion; or (3) Handicap, disability or marital status. f. The conduct of any enterprise not named in Item 1 on the Information Page. g. Your status or acts as a partner, participant, officer, director, stockholder or employee of any person, organization or joint venture not named in Item 1 on the Information Page. h. Gain, profit or advantage to which any of You are not legally entitled. Copyright 1992 Page 8 of 22 i. Liability assumed by any of You 'under any contract or agreement. This exclusion does not apply to liability You would have incurred in the absence of such contract or agreement. j. Any of Your acts as: (1) An officer, director, partner, trustee or employee of a pension, welfare, profit sharing, mutual or investment fund or trust or any related concern; (2) A public official, an employee of a governmental body, subdivision or agency; or (3) An arbitrator or mediator. k. Violation of any provisions of the Employee Retirement Income Security Act of 1974 or: (1) Any amendment to the Act; or (2) Any regulations, rulings or orders issued pursuant to the Act. I. Violation of: (1) The Security Act of 1933 as amended; (2) The Securities Exchange Act of 1934 as amended; (3) Any state blue sky or securities law; (4) Any similar state or federal law; or (5) Any order, ruling or regulation issued pursuant to the above laws. m. Insolvency or bankruptcy of: (1) Any of You; or (2). Any enterprise in which any of You own an interest. n. The actual or threatened discharge, dispersal or release of any Pollutant; or the creation of an injurious condition involving any Pollutant; or the existence of any Pollutant on any property; or the cleanup, removal, testing, monitoring, containment, treatment, detoxification or neutralization of any Pollutant. This exclusion is effective whether or not the pollution was sudden, accidental, gradual, intended, expected or preventable or whether or not any of You caused or contributed to the pollution. "Pollutant" means any solid, liquid, gaseous or thermal irritant or contaminant, including, but not limited to: (1) smoke, vapor, soot, fumes, acids, alkalis, chemicals, asbestos; (2) hazardous, toxic or radioactive matter or nuclear radiation; (3) waste, which includes material to be recycled, reconditioned or reclaimed; or (4) any other pollutant as defined by applicable federal, state or local statutes, regulations, rulings or ordinances. Copyright 1992 COM Page 9 of 22 G5562 (M) o. Any obligation of any of You under: (1) Workers' compensation laws; (2) Disability benefits laws; (3) Unemployment compensation laws; or (4) Any similar laws. p. The performance of services which can only be performed by: (1) A licensed architect or engineer; (2) A licensed attorney; (3) A certified public accountant; (4) A licensed medical practitioner; (5) An actuary; (6) An insurance agent or broker; (7) A professional financial management consultant; or (8) Other certifying professionals. 2. We are not obligated to pay Damages or Claim Expenses or defend Claims made by: . a. Any enterprise: (1) In which any of You own an interest or is a partner; or (2) Which is a parent, affiliate or subsidiary company of any of You; b. Any enterprise directly or indirectly controlled, operated or managed by an enterprise described in Part 5.13.2.a. above; c. Any of You; or d. Ahy present, former or prospective employees, officers or directors of any of You when the Claim is in any way related to the present, former or prospective employment relations between the claimant and any of You. 3. We are not obligated to pay Damages or Claim Expenses or defend Claims for the breach of express warranties, guarantees or contracts. C. Where and When We Insure 1. Where We Insure This insurance applies to a Wrongful Act committed anywhere in the world provided that the Claim is first brought in the United States of America (including its territories and possessions), Puerto Rico or Canada. Copyright 1992 Page 10 of 22 F 2. When We Insure a. Claims First Made. This insurance applies when a written Claim is first made against any of You during the Policy Period. To be covered, the Claim must also arise from a Wrongful Act committed during the Policy Period. We will consider a Claim to be first made against You when a written Claim is first received by any of You. This insurance also applies to Claims under the following conditions: b. Prior Wrongful Acts. We will cover a written Claim first made against any of You arising from a Wrongful Act committed between the Retroactive Date and the Inception Date of the policy, but only if all of the following conditions are met: (1) The written Claim is first made against any of You during the Policy Period. We will consider a Claim to be first made against You when a written Claim is received by any of You. (2) None of You knew prior to the Inception Date of a circumstance that could reasonably be expected to lead to the Claim. (3) There is no other valid and collectible insurance for the Claim. c. Reported Wrongful Acts. We will cover a written Claim first made against any of You after the end of the Policy Period, but only if all of the following conditions are met: (1) The Wrongful Act is committed between the Retroactive Date and the end of the Policy Period. (2) We receive written notice from You during the Policy Period of the Wrongful Act. The notice must include all of the following information: (a) The names of those persons or organizations involved in the Wrongful Act; (b) The specific person or organization likely to make the Claim; (c) A description of the time, place and nature of the Wrongful Act; and (d) A description of the potential Damages. (3) None of You knew prior to the Inception Date of a circumstance that could reasonably be expected to lead to the Claim. (4) There is no other valid and collectible insurance for the Claim. Copyright 1992 `'' Page 11 of 22 A Claim first made after the end of the Policy Period and arising from a reported Wrongful Act will be covered underthe provisions of the policy in effect on the date We receive the notice of the Wrongful Act. d. Extended Reporting Period. This section describes the provisions and conditions that apply to Claims first made after the end of the Policy Period when You have not reported a Wrongful Act during the Policy Period in accordance with Part 5 C.2.c. above. Such Claims are not automatically covered. To cover them, the First Named Insured must purchase an Extended Reporting Period from Us. If the First Named Insured purchases an Extended Reporting Period, we will cover a Claim first made against any of You during the Extended Reporting Period, but only if all of the following conditions are met: (1) The Wrongful Act is committed between the Retroactive Date and the end of the Policy Period; (2) None of You knew prior to the Inception Date of a circumstance that could reasonably be expected to lead to the Claim; and (3) There is no other valid and collectible insurance for the Claim. We will consider a Claim to be made during the Extended Reporting Period only if written Claim is first received by any of You after the Expiration Date of the Policy Period and prior to the Expiration Date stated in the Extended Reporting Period Endorsement. The following provisions and conditions also apply to the Extended Reporting Period: (4) If We cancel or nonrenew the policy, We will sell, for an additional premium and upon request by the First Named Insured, an Extended Reporting Period, unless We cancel or nonrenew the policy because: (a) any of You failed to pay the premium or Deductible; or (b) any of You failed to comply with policy provisions. Copyright 1992 �� Page 12 of 22 Changes or proposed changes in premium or policy provisions shall not be construed as cancellation or nonrenewal of the policy by Us. If You cancel or nonrenew the policy, We may, at Our sole option, offer to sell the First Named Insured an Extended Reporting Period for an additional premium. (5) We must receive the First Named Insured's request for the Extended Reporting Period in writing within 30 days after the end of the Policy Period. On receipt and acceptance of the request, We will issue an endorsement showing that the Extended Reporting Period will be a period from 12:01 a.m. on the last day of the Policy Period to 12:01 a.m. 12 months later. At the same time, We will bill the additional premium, and We must receive payment within 30 days after the billing date for the endorsement to be effective. (6) The endorsement shall also include the provisions and conditions applicable to the Extended Reporting Period. Once in effect, the Extended Reporting Period may not be cancelled. (7) A Claim that is first made during the Extended Reporting Period will -be deemed to have been made on the last day of the Policy Period. The provisions of the policy in effect on the last day of the Policy Periodwill apply. (8) The Extended Reporting Period does not reinstate or increase the Total Limit of Insurance. (9) The Extended Reporting Period does not extend the Policy Period or change the scope of coverage provided. e. Multiple Claims. All Claims arising from the same Wrongful Act will be deemed to have been made on the earlier of the following times: (1) the date the first of those Claims is made against any of You; or (2) the first date We receive Your written notice of the Wrongful Act. The provisions of the policy in effect on that date will apply. D. Total Limit of Insurance, Deductible and Reimbursement 1. Total Limit of Insurance The Total Limit of Insurance stated in Item 5 on the Information Page is the most We will pay for Damages and Claim Expenses combined for the total of all Claims made during the Policy Period and any Extended Reporting Period, no matter how many: a. Of You this policy covers; b. Claims are made; c. Persons or organizations make Claims; or d. Wrongful Acts are committed. ` Copyright 1992 "�°'�' Page 13 of 22 cssex (tel 2. Deductible A separate Deductible applies to each Wrongful Act. The Deductible applies to Damages and Claim Expenses combined, and Our obligation to pay Damages and Claim Expenses applies only to the amount of Damages and Claim Expenses in excess of the Deductible. The Total Limit of Insurance will not be reduced by the application of the Deductible. The amount of Your Deductible is stated in Item 6 on the Information Page. 3. Reimbursement If, at Our option, We have paid any amounts for Damages or Claim Expenses in excess of the Total Limit of Insurance or if We have paid part or all of any Deductible, the Named Insured shall be liable to reimburse such amounts to Us upon demand. Copyright 1992 Page 14 of 22 PART 6. DEFINITIONS USED IN THIS POLICY A. "Application or Renewal Application" means all of the following: 1. The Named Insured's signed Specialty Errors and Omissions Plan liability policy application; 2. The Named Insured's signed Specialty Errors and Omissions Plan liability policy renewal application, if this is a renewal of a policy issued by Us; and 3. All attachments to the Application or Renewal Application and any other information furnished to Us for the purpose of applying for the insurance. All such attachments and information will be kept on file by Us and deemed attached to the policy as if physically attached to it. B. "Bodily Injury" means physical injury, sickness or disease sustained by a person, including death resulting from any of these at any time. Bodily Injury also includes disability, mental anguish, mental injury, shock or fright resulting in or from Bodily Injury. C. "Claim" means a demand or assertion of a legal right seeking Damages made against any of You. D. "Claim Expenses" means expenses incurred by Us or by You with Our consent in the investigation, adjustment, negotiation, arbitration, mediation and defense of covered Claims, whether paid by Us or You with Our consent. Claim Expenses include: 1. Expenses We incur; 2. Attorneys fees; 3. Costs taxed against You in any suit defended by Us; 4. Interest on the full amount of any judgment that accrues after entry of theJudgment and before We have paid, offered to pay or deposited in court the part of the judgment that is within the Total Limit of Insurance; 5. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the Total Limit of Insurance. We do not have to furnish these bonds; and 6. Reasonable expenses incurred by You at Our request other than: a. Loss of earnings; and b. Salaries or other compensation paid to any of You. E. "Damages" means money judgment, award or settlement, except those for which insurance is prohibited by law. Damages does not include fines, penalties or disputes over fees, deposits, commissions or charges for goods or services. Copyright 1992 G5Mc9w, Page 15 of 22 i 65582 (9/92) F. "Deductible" means the amount stated in Item 6 on the Information Page and described in Part 5.D. 2. of the policy. G. "Insured Services" means those services stated in Item 4 on the Information Page. H. "Policy Period" means the period of time stated in Item 2 on the Information Page, or any shorter period resulting from policy cancellation. I. "Property Damage" means: 1. Physical injury to tangible property, including all resulting loss of use of that property; or 2. Loss of use of tangible property that is not physically injured. J. "Retroactive Date" means the date, if any, stated in Item 3 on the Information Page. K. "Wrongful Act" means the following conduct by You or any person or organization for whom You are legally liable: 1. A negligent act, error or omission; 2. Oral or written publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; 3. Oral orwritten publication of material that violates a person's right to privacy; 4. False arrest, detention or imprisonment; 5. Wrongful entry into or eviction of a person from a room, dwelling or premises that the person occupies; or 6. Malicious prosecution. Copyright 1992 Page 16 of 22 PART 7. GENERAL CONDITIONS— These conditions apply to the entire policy. A. Special Rights and Duties of the First Named Insured The First Named Insured is responsible for the payment of all premiums and Deductibles. The First Named Insured has exclusive authority to act on behalf of all of You with respect to matters relating to this policy, including: 1. Giving and receiving notice of cancellation and nonrenewal; 2. Receiving refunds; 3. Agreeing to any changes to this policy; and 4. Purchasing an Extended Reporting Period. B. What to Do if You Have a Claim or Suit 1. If there is a Claim or a circumstance likely to result in a Claim, You must do the following: a. Notify Us in writing immediately; this notice must: (1) Be sent to Us, in care of Our underwriting manager, Medial Professional Insurance, Two Pershing Square, Suite 800, 2300 Main Street, Kansas City, Missouri 64108-2404; and (2) Contain details that identify You, the claimant and also reasonably obtainable information concerning the time, place and other details of the Wrongful Act and Claim; b. Immediately send Us copies of all demands, notices, summonses or legal papers received in connection with the Claim; c. Authorize Us to obtain records and other information; d. Cooperate with and assist Us in the investigation, settlement or defense of the Claim; and e. Assist Us; upon Our request, in enforcing any rights of contribution or indemnity against another who may be liable to any of You. 2. None of You will, except at Your own cost, voluntarily make a payment, admit liability, assume any obligation or incur any expense without Our prior written consent. C. Legal Action Against Us No person or organization has a right under this insurance: 1. To join Us as a party or otherwise bring Us into a suit asking for Damages from any of You; or 2. To sue Us on this insurance unless all of the policy's provisions have been fully complied with. Copyright 1992 G(W?) Page 17 of 22 A person or organization may sue Us to recover on an agreed settlement or on a final judgment against You obtained after an actual trial; but We will not be liable for Damages and Claim Expenses that are not payable under the provisions of this insurance or that are in excess of the Total Limit of Insurance. An agreed settlement means a settlement and release of liability signed by Us, You and the claimant or the claimant's legal representative. D. Bankruptcy Theban kruptcy or insolvency of You or Your estate will not relieve Us of Our obligation under this insurance. However, this insurance will not apply to liability directly or indirectly due to such bankruptcy, insolvency, receivership or subsequent liquidation. E. Other Insurance If other valid and collectible insurance is available to any of You for any Claim We cover, this insurance is excess over such other insurance, except when the other insurance is purchased by the Named Insured only to apply in excess of this insurance and no other insurance exists. F. Transfer of Rights of Recovery Against Others to Us You and We may have rights to recover all or part of any payment You or We make under this insurance. If so, those rights are transferred to Us. You must do nothing to impair such rights.- At Our request, You will bring suit or transfer those rights to Us and help Us enforce them. Any recoveries shall be applied as follows: 1. First, to Us up to the amount of Our payment for Damages and Claim Expenses; 2. Then, to the First Named Insured as recovery of Deductible amounts paid as Damages and Claim Expenses. G. Changes in Policy Provisions; Changes in Your Operations 1. This policy contains all the agreements between the Named Insured and Us concerning the insurance afforded by this policy. This policy's provisions can be amended or waived only by written endorsement issued by Us and made a part of this policy. 2. This policy applies only to the Insured Services and Named Insured(s) described on the Information Page or by endorsement as of the Inception Date of the Policy Period. This policy shall not apply to any other services or enterprises unless. such services or enterprises are added by written endorsement issued by Us and made a part of this policy. If an endorsement is added, You shall promptly pay any additional premium which may become due. Copyright 1992 ��� Page 18 of 22 GNU(M2) H. Transfer of Your Rights and Duties Under the Policy Your rights and duties under this policy may not be transferred without Our written consent. Cancellation 1. The First Named Insured may cancel this policy by mailing or delivering to Us or Our authorized representative advance written notice of cancellation. 2. We may cancel this policy by mailing or delivering to the First Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancellation if We cancel for nonpayment of premium; or b. 30 days before the effective date of cancellation if We cancel for any other reason. We will mail ordeliver Our notice to the address stated in Item 1 on the Information Page. Notice of cancellation will state the effective date of cancellation. The Policy Period will end on that date. If this policy is cancelled, We will send the First Named Insured any premium refund due. If We cancel, the refund will be pro rata. If the First Named Insured cancels, the refund, if any, will be 90% of pro rata. The cancellation will be effective even if We have not made or offered a refund. If notice is mailed, proof of mailing will be sufficient proof of notice. J. Representations By accepting this policy, You agree: 1. The statements in the Application or Renewal Application for this insurance furnished to Us are accurate and complete; 2. Those statements furnished to Us are representations the Named Insured made to Us on behalf of all of You; 3. Those representations are a material inducement to Us to issue this policy; 4. We have issued this policy in reliance upon those representations; and Copyright 1992 Page 19 of 22 5. If this policy is a renewal of a policy issued by Us, Your representations include the representations made in Your original signed Specialty Errors and Omissions Liability Application, but only as of the inception date of the original policy issued by Us. The representations You make on Your Specialty Errors and Omissions Liability Policy Renewal Application(s) apply as of the inception date of Your renewal policy(ies). IN WITNESS WHEREOF, We have caused the policy to be signed by Our President and Secretary; but, this policy is not binding unless countersigned on the Information Page by Our authorized representative. President Secretary GSM(M2) Copyright 1992 Page 20 of 22 PART 8. ENDORSEMENTS Required endorsements are attached to the back of this page. Copyright 1992 GSM(M2) Page 21 of 22 GULF UNDERWRITERS INSURANCE COMPANY Named Insured and Mailing Address: Munex, Inc. 3817 64th Drive Lubbock, Texas 79413 Effective March 26, 1996 12:01 a.m., at Your address as shown on the Information Page, this Endorsement No. 1 is part of Policy No. GU6111956 We have issued to You. SERVICE OF SUIT Pursuant to any statute of any state, territory or district of the United States which makes provision therefore, We hereby designate the Superintendent, Commissioner or Director of Insurance of the State of Texas or other office specified for that purpose in the Statute, or his successor or successors in office, as Our true and lawful attorney in and for the State of Texas upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of You or any beneficiary hereunder rising out of this contract of insurance. We also agree that service of process in such suit may be made upon Our President, or his nominee at Gulf Insurance Group, 388 Greenwich Street, 21st Floor, New York, New York 10013-2396, and that in any suit instituted against Us upon this policy, We will abide by the final decision of any court or of any appellate court in the event of an appeal. Except as stated above, this endorsement does not change any other provisions of Your policy. If We issued this Endorsement to be part of Your policy on the Inception Date, then the countersignature on the Information Page also applies to the Endorsement. If this Endorsement is effective after the Inception Date of Your policy, We or Our Authorized Representative must countersign in the space below to validate the Endorsement. Countersigned by FORM: SE-44GE (1/95) Authorized Representative PART 9. A COPY OF YOUR SIGNED APPLICATION OR RENEWAL APPLICATION asses tom) A copy of Your signed Application or Renewal Application is attached to the back of this page. Copyright 1992 Page 22 of 22 03/27/96 WED 10:32 -FAX.— Plus Inc. 1D003 t. APPUCATION FOR SPECIALTY ERRORS AND OMISSIONS UABILITY INSURANCE POUCY INSTRUCTIONS: The purpose of this application is not only to provide Us with underwriting and rating information, but more importantly. to help make certain You and We have a meeting. of minds about what the policy. if issued, will cover and what it will not. Thank You for taking the time to provide Us with accurate information. 1. Answer all questions. If any question does not apply, explain why not. 2. If space is insufficient, continue answers on Your letterhead. 3. The application must be signed and dated by a principal, partner, officer or director �� f SrriJ v 4. Attach: APR A. A recent brochure or similar materials describing activities or services; B. Your most recent financial statement or annual report.el.01 j C. Copies of standard contracts You enter into with clients; and l"t D. Any other forms or materials which will provide the underwriter with information about the services You perform. PROPOSED INSURED (APPLICANT): 1. Name, Address, Zip Code and Telephone number of Your firm: , (N C - Name � � � � � "t � � �•� t/• - - Street Address City, State. Zip Code 0 Telephone Number 2. A. Provide the date Your firm was established. B. Where is Your firm licensed or registered? — X S C. Is Your firm a Corporation Partnership Sole Proprietorship? 3. Is coverage desired for any subsidiary(tes), affiliates, branch offices or other related entities? ❑ Yes �(No If yes, provide the following. information for each by attachment: Name, city. state, date established and the relationship to You including percentage of ownership, If applicable. All remaining questions on this application apply to the persons or entities listed in questions number 1 and 3 above. 4. In the past five years has name of Your firm been changed and/or has Your business been reorganized or restructured? . ❑ Yes No If yes, provide details. Page 2. of 6 . . 01992•tt►i5 MwwAalenbrol Yr,rir+o� .a 437Z7/VG -WED IU: 32 raa Flus inc. WJ S, A. Within the past fivea ve You acquired any business. or have You merged or consolidated with arty entity? Yes No If yes. provide the information: Name of Fruity Date of Type of Transaction Transactlon (acquisition. merger or consolidation) B. in any of the transactions listed above. did You assume the liabilities (i.e. responsibility for prior ads) of the acquired. merged or consolidated entity? ❑ Yes C1. No If yes. provide details of the flability(les) assumed. 6. A. Provide the number of Your. partners or officers technical personnel clwicai personnel B. List the qualifications of key 7nnal or attach experience resumes of each S e r f e fir, � e.� (�1�. i o � �� a s C, t•o -��- �-�.1. r a 'e0. C. List professional societies and trade associations relating to the services to be Insured in which You or any of Your officers are a member. OPERATIONS: 7. Briefly describe the nature of Your business (i.e. tyles of services performed). Attach a narrative description, if necessary. rn a� 4. � �,,,., � �, d- c�..� c� CL cA V t S '0' y S 0 cJ. c P S cl uc(� a.A 1n -L1 d 4 14-i \ \) Q -t rn tN t p r � c ? cQ v � eS J CNS' �"'1-P r f e �a f o,n J .Q'f o,J ./q -(+ o .� 04- 0 (� sLr o.+t o S S y S + t vr+.s Olvkj �r�•ho�+ o� act vn��ni g-l{cs,��o,. SPJ'-^ .0.4-0lv0: 8. Briefly describe Your five largest jobs or projects during the past five years ncluding the type of service performed i and the revenues generated from each. LA,O(Laoct fro Page 3 of 6 01MZ1= ModlWPmft..bn.+ w-u.no. 9. A. For what types of claims or exposures are You requesting .coverage? P t Y Q n o 6.ctSt �-O� �C�- S a. What safeguards or procedures do You employ to avoid #lose daims or reduce biose exposures? ex - 0 (� co,( -4 1 G�-e�n-4%or- –4� reSpa Sr c�N41�s S'-Z�- by L ,y 10.� Do You use a written contractor agreement describing the services You will provide? Yes 13 No If no, explain how You reach agreement with Your client regarding the services to be rendered• 8. 1. Do You ever assume liability for others in Your contract? QYes No if yes, explain those circumstances. 2. Do all contrails contain a hold harmless or indemnity agreement inuring to Your benefit? #Yes ❑ No If no, explain those circumstances. { mac+ Yes ❑ No 3. Do any o our contracts contain guarantees or warranties? ❑ If yes. explain the nature of the guarantee or warranty ej,t *-j.P aN a y C. Nava Your contracts and procedures beenreviewed by a-iew fiinii experienced in Your iield?AYes Q No If no, explain why they have not. 11. Provide the following information regarding Your irioome: Domestic Operations Gross billings, sales, fees commissions (Circle the applicable basis) Foreign Operations Past 12 Months s Current 12 Months 3,l�Otz s. Estimate for Coming year a Gross billings, sales, fees 00 commissions (Circle the lJ applicable basis) $ $ $ - - 12. Is Your income contingent upon generating savings or earnings for Your clients? • ❑Yes XNo If yes. describe the nature of those contingencies in detail. Page 4 of 6 0 Inxi os Medavis..eona •�• U WED 10:32 FAX i CLAIM EXPERIENCE: Plus Inc. - i 13. A. Have any claims, suits or proceedings been made during the past live years against any of You or any of Your predecessors in business, subsidiaries or affiliates or against any of their past or present partners, owner's, officers, sales persons or employees? [Yes [3 No S �� If yes, complete a supplemental claim i tion form for each. `� R Cz 4% � —)9641 nrs-1 CIT, — /Nccc,� o-� issued, will not insure any claims, suits or proceedings made The policy for which You are applying, if of the polity or any subsequent Balms, suits or proceedings against any of You before the inception date arising therefrom. 13. -Are any of You aware of any actual or alleged fact, circumstance, situation. error or omission which may reasonably be expected t It in a claim being made against You or any of the persons or entities dem in 13. A. above? ❑Yes CdNo If yes. explain in an aftactAwt. The_ policy for which You are applying, if issued, will not insure any claims that can reasonably be expicted to arise from any actual or alleged fact, circumstance, situation, error or omission known to any of You before the inception date of the policy. 14. Have any of You or any of Your predecessors In business, ubsidiaries or affiliates or any of their past or present partrwrs, owners, officers, sales persons or employees investigated and/or cited by any regulatory agency for violations arising out of Your or their activities? ❑ Yes No N yes. attach a statement giving details. PRIOR OR CURRENT COVERAGE: 15. A. Provide the following information for similar Insurance, if any, carried during the last five years. Include any coverage which may be directly related or respond in part to the exposure for which You are applying for coverage under this application: Company 0A Limit Deductible Premium Policy Term B. Has any application for similar insurance made on behalf of any You or any of Your predecessors in business or their present partner$, owners, officers, sales personnel oft e nloyees ever been declined or has any such Insurance ever been cancelled or refused renewal? ❑YesNo (Not applicable In Missouri.) K yes. please give details. 16. Provide the following information for General Uability Coverage currently in force_ /0 Company Umit Deductible Policy Term Does the policy above include coverage for Products/Completed Operations Hazards? ❑Yes ❑ No Page 5 of 6 0 iftxim MbNWr k-- PROPOSED DESCRIPTION OF SERVICES: 17. In this section You are being asked to describe the services You want to insure as You would like them to appear on the pdky under "Schedule of Insured Services'. Your suggested wording will be considered by Us. but is subject to change based on underwriting requirements or may be further negotiated. Your proposed wording is not an insuring agreement Proposed Schedule of Insured Services: 18. Limit of Liability desired. VVI f f Deducible: REPRESENTATIONS: 13y signing this application, You agree that: A. The statements and answers given in this application and any attachments to it are accurate and complete; B. The statements and answers You furnished to Us are representations You make to Us on behalf of all persons and entities proposed for coverage: C. Those representations are a material inducement to Us to provide a proposal for insurance: D. Any policy We issue will be issued in reliance upon ttwse representations: E. You will report to Us immediately. in writing, any material change in Your operations. condition or answers provided in this application that occur or are discovered between the date of * application and the effective date of any policy. if issued: and ,F. Upon receipt of any such notice, We reserve the right to modify or withdraw any Proposal for insurance We have offered. . WARNING ANY PERSON WHO KNOWINGLY AND WITH INTENTTO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING. INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT. WHICH IS A CRIME AND IN NEW YORK SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION. -r- AGENT OR BROKER: LICENSE NUMBER: ADDRESS, LP CODE: TELEPHONE NUMBER: - Is agent a licensed Surplus Lines Broker? _Yes No Surplus Lines License Number. r 0INZI iMMWWVMft0WFW' +rr►a Page 6 of 6 CLAIM REPORTING PROCEDURES Many states have passed or are considering statutory or regulatory guidelines for the handling of insurance claims.* The purpose of these guidelines is to ensure prompt handling of claims and to provide for basic fairness when dealing with policyholders and claimants. Media/Professional Insurance strives to provide a quality product and prompt, courteous service. Our procedures were established with these objectives in mind. Policyholders should send claim notification directly to: Claims Manager Media/Professional Insurance 2300 Main Street - Suite 800 Kansas City, Missouri 64108 Phone: 816/471-6118 Facsimile: 816/471-6119 Please do not report claims directly to the Insurer shown in the policy declarations since this will result in a delay due to the time involved in transmitting claim information to Media/Professional. We do not appoint agents for purposes of receiving claims on our behalf. Any notice of claim provided by the policyholder to its agent or broker should be forwarded to us immediately. Failure of the agent or broker to comply with applicable state notification requirements could result in statutory penalties against the agent or broker. Ifyou have any questions about reporting claims to us, please call our Claims Department at the telephone number above. *In January, 1993, the California Insurance Department. established extensive regulatory guidelines for the handling of claims. M1 006 (3-93) GULF GULF UNDERWRITERS SELECT INSURANCE COMPANY INSURANCE COMPANY INSURANCE COMPANY SPECIALTY ERRORS AND G�ww OMISSIONS LIABILITY INSURANCE POLICY CLAIMS MADE YOUR POLICY INCLUDES THIS FRONT PAGE AND THE FOLLOWING PARTS: PART 1. Information Page PART 2. Notices PART 3. Quick Reference to Policy Provisions PART 4. Introduction PART 5. Insuring Agreements and Exclusions PART 6. Definitions Used in This Policy PART 7. General Conditions PART 8. Endorsements (when required) PART 9. A Copy of Your Signed Application or Renewal Application ALL OF THESE PARTS MUST BE INCLUDED TO MAKE A COMPLETE POLICY. Notices to the Insurance Company should be made c/o: Media/Professional Insurance Two Pershing Square, Suite 800 2300 Main Street Kansas City, Missouri 64108-2404 (816) 471-6118 FAX (816) 471-6119 Copyright 1992 Munex, Inc 520 23rd Street Lubbock, Texas 806 747 7300 April 15, 1998 Mr. Bob Cass, City Manager PO Box 2000 Lubbock, Texas 79457 Re: Termination of Contract Dear Bob, RESOLUTION NO.4966 IVSD APR 2 91998 )EvX' K, TEXAS Please accept this letter as notice of termination of the contract dated July 11, 1996 between the City of Lubbock and Munex, Inc.. According to the contract a 30 notice by either party is required to terminate the contract before its stated termination date which is July 11, 1998. By giving notice as of the date of this letter, the contract will terminate on May 15, 1998. A full payment has been paid by the City of Lubbock for the month of April. I expect that due to the rapid winding down of services required from me that little time will be spent during the first half of may. If any compensation is justified for that time, it will be relative to the time spent. If you have any questions regarding this matter, please call me at your convenience. Since ely, 2, O�� J. Robert Massengale President