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HomeMy WebLinkAboutContract 57810 CSC No. 57810 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR GENERAL PROFESSIONAL SERVICES This agreement ("Agreement") is between the City of Fort Worth, a Texas home-rule municipality ("City"), and Teague Nall and Perkins, Inc., authorized to do business in Texas ("Consultant"), for a project generally described as: Sycamore Park TPWD Grant Application ("Project") — Project No. 104215. Article I Scope of Services (1) Consultant hereby agrees to perform professional services as set forth in this Agreement and the Scope of Services, attached hereto as Attachment "A" ("Services"). These Services shall be performed in connection with the Project. (2) Additional services, if any, will be memorialized by an amendment to this Agreement. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of City, and shall be furnished to the City, prior to or at the time such services are completed, or upon termination or expiration of Agreement. Article II Compensation Consultant shall be compensated an amount up to$9,500 ("Contract Amount") in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor (including all benefits, overhead and markups), materials, supplies, and equipment necessary to complete the Services. Consultant shall provide monthly invoices to City. Payments for services rendered shall be made in accordance with the Texas Prompt Payment Act (Texas Government Code Ch. 2251). Acceptance by Consultant of said payment shall release City from all claims or liabilities under this Agreement for anything related to, performed, or furnished in connection with the Services for which payment is made, including any act or omission of City in connection with such Services. Article III Term Time is of the essence. The term of this Agreement shall commence on the Effective Date and shall continue until the expiration of the funds or completion of the subject matter pursuant to City of Fort Worth,Texas Sycam OFFICIAL RECORD Standard Agreement for Professional Services Revision Date:November 23,2021 CITY SECRETARY Page 1 of 9 FT. WORTH, TX the schedule, whichever occurs first, unless terminated in accordance with the terms of this Agreement. Unless specifically otherwise amended, the original term shall not exceed five years from the original effective date. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the work to be performed hereunder and of all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondeat superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. Article V Professional Competence Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable, standards, codes, rules and/or regulations promulgated by local, state and national boards, bureaus and agencies. Approval to proceed by City of Consultant's work or work product shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its performance of the Services. Article VI Indemnification CONSULTANT, AT NO COST TO THE CITY, AGREES TO INDEMNIFYAND HOLD CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY CONSULTANT'S BREACH OF (i) ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. City of Fort Worth,Texas Sycamore Park TPWD Grant Application Standard Agreement for Professional Services 10421S Revision Date:November 23,2021 Page 2 of 9 Article VII Insurance Consultant shall not commence work under this Agreement until it has obtained all insurance required under Attachment F and City has approved such insurance. Article VIII Force Majeure City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall 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: acts of the public enemy, fires, strikes, lockouts, natural disasters, epidemics/pandemics, wars, riots, material or labor restrictions by any governmental authority and/or any other similar causes. Article IX Transfer or Assignment Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of City. Article X Termination of Contract (1) City may terminate this Agreement for convenience by providing written notice to Consultant at least 30-days prior to the date of termination, unless Consultant agrees in writing to an earlier termination date. (2) Either City or Consultant may terminate this Agreement for cause if either party fails to substantially perform, through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days after receipt of written notice or thereafter fails to diligently pursue the correction to completion. (3) If City chooses to terminate this Agreement, upon receipt of notice of termination by Consultant, Consultant shall discontinue Services on the date such termination is effective. City shall compensate Consultant for such services rendered based upon Article II of this Agreement and in accordance with Exhibit "B". Article XI Right to Audit (1) Consultant agrees that City shall, until the expiration of three (3) years after final payment under Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to Agreement. Consultant agrees that City shall have access during normal City of Fort Worth,Texas Sycamore Park TPWD Grant Application Standard Agreement for Professional Services 10421S Revision Date:November 23,2021 Page 3 of 9 working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontractor agrees that City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor(s), involving transactions to the subcontract, and further, that City shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any subcontractor reasonable advance notice of intended audit. (3) Consultant and subcontractor(s) agree to photocopy such documents as may be requested by City. City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. Article XII Business Equity Participation City has goals for the full and equitable participation of minority business and/or women business enterprises in City contracts greater than $100,000. In accordance with City's Business Equity Ordinance No. 25165-10-2021 (replacing Ordinance No. 24534-11-2020, as codified in Chapter 20, Article X of the City's Code of Ordinances, as amended, and any relevant policy or guidance documents), Consultant acknowledges the MBE and WBE goals established for Agreement and its execution of this Agreement is Consultant's written commitment to meet the prescribed MBE and WBE participation goals. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by Consultant may result in the termination of Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. Article XIII Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees or its subcontractor(s). City of Fort Worth,Texas Sycamore Park TPWD Grant Application Standard Agreement for Professional Services 10421S Revision Date:November 23,2021 Page 4 of 9 Article XIV Immigration Nationality Act Consultant shall verify the identity and employment eligibility of its employees and employees of all subcontractor(s) who perform work under Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Consultant shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under Agreement. Consultant shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Consultant employee who is not legally eligible to perform such services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Consultant, shall have the right to immediately terminate Agreement for violations of this provision by Consultant. Article XV Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. Agreement shall be construed in accordance with the laws of the State of Texas. Article XVI Contract Construction/No Waiver The parties acknowledge that each Party and, if it so chooses, its counsel, have reviewed and revised Agreement and that the normal rule of contract construction, to the effect that any ambiguities are to be resolved against the drafting party, must not be employed in the interpretation of Agreement or any amendments or exhibits hereto. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Article XVII Severability The provisions of Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or City of Fort Worth,Texas Sycamore Park TPWD Grant Application Standard Agreement for Professional Services 104215 Revision Date:November 23,2021 Page 5 of 9 unconstitutional for any reason, the remainder of Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of Agreement to other persons or circumstances shall not be affected thereby and Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XVIII Notices Notices regarding Articles IX or X are to be provided to the other Party by hand-delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Jing Yang Park & Recreation Department 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115 Consultant: Teague Nall and Perkins, Inc. Attn: Nicholas Nelson 5237 N. Riverside Drive, Suite 100 Fort Worth, Texas 76137 All other notices may be provided as described above or via electronic means. Article XIX Prohibition On Contracts With Companies Boycotting Israel Consultant, unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if Consultant has 10 or more full time-employees and the contract value is $100,000 or more, 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" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that if Chapter 2271, Texas Government Code applies, Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. City of Fort Worth,Texas Sycamore Park TPWD Grant Application Standard Agreement for Professional Services 10421S Revision Date:November 23,2021 Page 6 of 9 Article XX Prohibition on Boycotting Energy Companies Consultant acknowledges that in accordance with Chapter 2274 of the Texas Government Code-(as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will 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 company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Article XXI Prohibition on Discrimination Against Firearm and Ammunition Industries Consultant acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will 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 company 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. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (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. Article XXII Headings The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of Agreement. City of Fort Worth,Texas Sycamore Park TPWD Grant Application Standard Agreement for Professional Services 10421S Revision Date:November 23,2021 Page 7 of 9 Article XXIII Attachments, Schedules and Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of Agreement: Attachment A- Scope of Services Attachment B - Compensation Attachment C - Changes to Agreement Attachment D - Project Schedule Attachment E -Sycamore: Park Master Plan Attachment F - Insurance Requirements Duly executed by each party's designates! representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY. BY- CITY OF FORT VVORTM CONSULTANT Teague all and Perkins, Inc. I� Valerie Washington(Jul 8,2022 10:59 CDT) Valerie Washington Nicglasf4elaon, ASLA Assistant City Manager Director of Landscape Architecture Date: Jul 8, 2022 Date: } LW a ATTEST: A� °FORT 0 09 0,0 °-�o Jan netteS.Goodall(Ju 8,202214:18CDT) 0,v$ 00=d 0 0 Jannette Goodall �a *0 �° City Secretary �aa °°°°°° b nEXA5o4p APPROVAL RECOMMENDED: BUg1-W ZgVaZ9 BY:Richard Zavala(Jul 1,202213:48 CDT) Richard Zavala OFFICIAL RECORD Director, Park & Recreation Dept, CITY SECRETARY FT. WORTH, TX Uily of Fort Wirth,Tems Sytamtire Park TPAfDGrarnt Applimlon Standard"ament for Prnhmsinnal Seramit 104215 Aav1_alen Date:IVavembw 23,2021 Page 8 of g APPROVED AS TO FORM AND LEGALITY Form 1295 No. None ya= l M&C No.: None By:DBlack(J617,202216:41 CDT) 7 Douglas W Black M&C Date: None Sr. Assistant City Attorney 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. Jing Yang, Landscape Architecture OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth,Texas Sycamore Park TPWD Grant Application Standard Agreement for Professional Services 10421S Revision Date:November 23,2021 Page 9 of 9 ATTACHMENT A SCOPE OF SERVICES Part 1 - PROJECT DESCRIPTION The purpose of this scope is for the pursuit of Texas Park and Wildlife Department(TPWD) grant funding for Sycamore Park. Sycamore Park master plan has reconsidered vehicular circulation (roads & parking), pedestrian circulation (trail system), park amenities and landscaping at both North and South Sycamore Park. Teague Nall and Perkins (CONSULTANT) will serve as a grant consultant for the City of Fort Worth Parks and Recreations Department (CITY). 1. TPWD Grant Application A) Grant Preparation Coordinate with CITY to develop a TPWD grant submittal based on the Local Parks Urban Outdoor Recreation Grant. B) Grant Exhibits Prepare information and exhibits from the Sycamore Park master plan and construction budget of proposed park improvements as appropriate to the grant pursuit. CONSULTANT to provide preliminary flood plain impact assessment. CITY to provide archeological and environmental assessments. C) Grant Submittal CONSULTANT will assist the CITY by providing information relevant to the grant submittal. It is understood that the CITY will submit the grant prior to the August 1, 2022 deadline. Part 2 - PROJECT SCOPE Project scope of Sycamore Park TPWD Grant preparation and submittal. CONSULTANT shall prepare exhibits based on existing Sycamore Park Master Plan, refer to Attachment E, for grant submittal. Necessary adjustment can be made depending on grant stipulations and phasing approach. CONSULTANT shall be responsible for performing the following basic tasks in the process of preparing the TPWD grant submittal: Attachment A Sycamore Park TPWD Grant Application Date:06.28.2022 Page 1 of 2 Grant Application Sections/Responsibilities Section Responsible Group Application Information CITY Eligibility Confirmation, Legal Information and CITY Compliance (includes exhibits: certification and program assurance form, resolution) Project/Site Information (including the following exhibits: CONSULTANT site plan, aerialphoto) Project Legal Control (includes deed exhibits) CITY Floodplains/Wetlands and Maintenance CONSULTANT Project Geography CONSULTANT Project Location/Timeline (including exhibits: location CONSULTANT (CITY to map, vicinity map, site photographs) provide parks sha efile) Project Budget Details CONSULTANT Environmental Information CONSULTANT Environmental Impacts CONSULTANT Project Narrative (includes exhibits: service area, maps, CONSULTANT community support, outside support) Attachment A Sycamore Park TPWD Grant Application Date:06.28.2022 Page 2 of 2 ATTACHMENT B COMPENSATION The services described in Attachment A Scope of Services shall be provided for a total lump sum fee of$9,500 (Nine Thousand Five Hundred Dollars). The overall fee total shown shall not be exceeded without prior written authorization from the CITY. Payment for the services described in Attachment A Scope of Services shall be invoiced to the CITY on a monthly basis, based upon percentage completed for each task. Below is a fee breakdown by task for the services described in Attachment A Scope of Services: Sycamore Park TPWD Grant Application Task Fee Grant Consultant Services $9,500.00 Project/Site Information Flood plains/Wetlands and Maintenance Project Geography Project Location and Maps Project Budget Details Environmental Information Environmental Impacts Project Narrative Total Fee for Services $9,500.00 Attachment B Sycamore Park TPWD Grant Application Date:06.28.2022 Page 1 of 1 ATTACHMENT C CHANGES AND AMENDMENTS TO STANDARD AGREEMENT <No amendments are required at this time.> Attachment C Sycamore Park TPWD Grant Application Date:06.28.2022 Page 1 of 1 ATTACHMENT D SCHEDULE CONSULTANT shall meet the following schedule. The project is anticipated to be completed within One (1) month. It is anticipated that material and information required for grant submittal shall be completed by July 25. Shown below is the proposed project schedule breakdown by task: Timeline for TPWD Application June 9 Deadline for S-T public notice submittal (finished) June 10 S-T Advertisement for public hearing (finished) June 14 City Council Public Hearing/Resolution (finished) July 25 Grant Information to CITY August 1 Submission of grant to TPWD Attachment D Sycamore Park TPWD Grant Application Date:06.28.2022 Page 1 of 1 Attachment E Sycamore Park Master Plan - LEGEND IJ r� _='3� ; + {i} FlRiIRF TIId.ff,XIF,_T 11YTM1 TRT T + L i y�J+LsY h ..'y.; *� � 7oalT iafiF,S�Y iHli. - TAT - Vs wuXOV110=TkML �'+ • " ram' + �Tan+4w�nnJ"cuwwc �r h +Mk'rM-Lms PMWGN Eauff-Ho Tqµ� + WCP, fir'" YEM agXTiG P�Rrs14 SRT # + _ ( 9 1 ■ •`( 11 FNIARFM1ATTh-iRYLTFR PiYYR i,RIYIA AT iT,hF k�t 5 � �A� `•r � l� Y5�15•I FL�I11R:i'1`1�IA'��4�"1•MM4 k I] COP11110 FFI11O MI,f+ICXh4GC 0.1LPXO ,�� �'• t■ FRJIRR6ll GXlA¢NALR it]IfJ•l.l Lw! . � i YAIrTu 8C-0CR1 eRIC `��• � a - Y, id 44lFIIIEE OJIIRT,n]ws'wanwu,.twiTwia �.:f 1 - y-.}�! (ie} m5nwv,TEa,maeainlno Faxoorrcteelane wTI'.�� � ; # F t4 LNStllFiht llr'R\e'NOMtwJdxi IV• -y�i, u' ll + as u awrui eMnrr wvwvrrt �F tMa % _ � � � •�'. R � FnRmnwFmm:lxn -`j �'' - _ '� -� a• � _ .t'. _ � n,cnx¢caa,w,T,ecvTCA �' to� � 6udflxd F.M4nT18 LaT awwtcm wY .l � � { � i'TM.L C>•lYp 11YK FE4CE ,Q x tw �, � �{ IT•'R t vr� 1P b . f*{.. ' } �;..-,r�• ► ':;e.`r � fro T"fi - y Ir is s - i Attachment E Sycamore Park TPWD Grant Application Date:06.28.2022 Page 1 of 1 EXHIBIT F CITY OF FORT WORTH STANDARD INSURANCE REQUIREMENTS (1) INSURANCE LIMITS a. Commercial General Liability — Insured shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance as follows: $1,000,000 each occurrence $2,000,000 aggregate If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Project or location. i. City shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to City. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless City specifically approves such exclusions in writing. ii. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered bythe commercial general liability orcommercial umbrella liability insurance maintained in accordance with Agreement. b. Business Auto — Insured shall maintain business auto liability and, if necessary, commercial umbrella liability insurance as follows: $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Such insurance shall cover liability arising out of "any auto", including owned, hired, and non-owned autos, when said vehicle is used in the course of Insured's business and/or the Project. If Insured owns no vehicles, coverage for hired or non-owned autos is acceptable. Insured waives all rights against City and its agents,officers,directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by Insured pursuant to this Agreement or under any applicable auto physical damage coverage. CFW Standard Insurance Requirements Page 1 of 3 Rev. 5.04.21 C. Workers' Compensation — Insured shall maintain workers compensation and employer's liability insurance and, if necessary, commercial umbrella liability insurance as follows: Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee Insured waives all rights against City and its agents,officers,directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by Insured pursuant to this Agreement. d. Professional Liability (Errors & Omissions) — Insured shall maintain professional liability insurance as follows: $1,000,000 - Each Claim Limit $2,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be written on a claims-made basis, and maintained for the duration of the contractual agreement and for five (5) years following completion of services provided. The policy shall contain a retroactive date prior or equal to the Effective Date of the Agreement or the first date of services to be performed, whichever is earlier. An annual certificate of insurance shall be submitted to City to evidence coverage. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that Insured has obtained all required insurance shall be attached to Agreement concurrent with its execution.Any failure to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. b. Applicable policies shall be endorsed to name City as an Additional Insured, as its interests may appear, and must afford the City the benefit of any defense provided by the policy. The term City shall include its employees, officers, officials, and agents as respects the contracted services.Applicable policies shall each be endorsed with a waiver of subrogation in favor of City with respect to the Project. c. Certificate(s) of insurance shall document that insurance coverage limits specified in this Agreement are provided under applicable policies documented thereon. Insured's insurance policy(s) shall be endorsed to provide that said insurance is primary protection and any self-funded or CFW Standard Insurance Requirements Page 2 of 3 Rev. 5.04.21 commercial coverage maintained by City shall not be called upon to contribute to loss recovery. Insured's liability shall not be limited to the specified amounts of insurance required herein. d. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. City must approve in writing any alternative coverage for it to be accepted. e. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be provided to City. A ten (10)days'notice shall be acceptable in the event of non-payment of premium. f. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VII or equivalent measure of financial strength and solvency as determined by the City's Risk Management division. g. Any deductible or self-insured retention in excess of $25,000 that would change or alter the requirements herein is subject to approval in writing by City, if coverage is not provided on a first-dollar basis. City, at its sole discretion, may consentto alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to City. h. In the course of the Agreement, Insured shall report, in a timely manner, to City's Risk Management Department with additional notice to the Contract Compliance Manager, any known loss or occurrence which could give rise to a liability claim or lawsuit against City or which could result in a property loss. i. City shall be entitled, upon its request and without incurring expense, to review Insured's insurance policies including endorsements thereto and, at City's discretion, Insured may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims- made basis, shall contain a retroactive date coincidentwith or priorto the date of this Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Project until final payment and termination of any coverage required to be maintained after final payments. I. City shall not be responsible for the direct payment of any insurance premiums required by Agreement. m. Subcontractors of Insured shall be required by Insured to maintain the same or reasonably equivalent insurance coverage as required for Insured. Upon City's request, Insured shall provide City with documentation thereof. CFW Standard Insurance Requirements Page 3 of 3 Rev. 5.04.21