HomeMy WebLinkAboutContract 59450City Secretary Contract No. 59450
PROFESSIONAL SERVICES AGREEMENT FOR AN
URBAN FOREST MASTER PLAN FOR THE CITY OF FORT WORTH
This PROFESSIONAL SERVICES AGREEMENT FOR AN URBAN FOREST MASTER PLAN
("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home -rule
municipal corporation of the State of Texas, and TEXAS TREES FOUNDATION ("Consultant"), a Texas
nonprofit corporation. City and Consultant are each individually referred to herein as a "parry" and collectively
referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Professional Services Agreement for an Urban Forest Master Plan
2. Exhibit A — Scope of Services
3. Exhibit B — Payment Schedule
4. Exhibit C — Subcontractor Agreement between Consultant and PlanIT Geo
5. Exhibit D — Subcontractor Agreement between Consultant and MIG
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the
event of any conflict between the Contract documents, the terms and conditions of this Professional Services
Agreement for an Urban Forest Master Plan shall control. The term "Consultant" shall include the Consultant,
and its officers, agents, employees, representatives, servants, contractors or subcontractors. The term "City"
shall include its officers, employees, agents, and representatives.
1. Scope of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with professional
consulting services to create an Urban Forest Master Plan for the City of Fort Worth. Specifically, Consultant
will perform all duties outlined and described in the Scope of Services, which is attached hereto as Exhibit "A"
and incorporated herein by reference for all purposes, and further referred to herein as the "Services."
Consultant shall perform the Services in accordance with standards in the industry for the same or similar
services. In addition, Consultant shall perform the Services in accordance with all applicable federal, state, and
local laws, rules, and regulations. The Urban Forest Master Plan is intended to be officially adopted by the
City Council. Consultant understands that City staff or the City Council may make changes to the Urban Forest
Master Plan, and the City shall have the final decision making authority on the content of the Urban Forest
Master Plan.
2. Term.
This Agreement shall commence on May 24, 2022 ("Effective Date") and shall expire on August 31,
2023 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or
otherwise extended by the parties. To the extent that Consultant performed any work on the Urban Forest
Master Plan prior to the Effective Date, the work was not performed pursuant to an agreement with the City
and CONSULTANT FULL Y INDEMNIFIES AND DEFENDS THE CITY FOR ANY AND ALL CLAIMS
RELATED TO ANY WORK PERFORMED PRIOR TO THE EFFECTIVE DATE OF THIS
AGREEMENT.
3. Compensation.
The City shall pay Consultant $50,000.00 in accordance with the provisions of this Agreement and
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit "B," which is attached hereto and incorporated herein for all purposes. Consultant shall not perform
any additional services for the City not specified by this Agreement unless the City requests and approves in
writing the additional costs for such services. The City shall not be liable for any additional expenses of
Consultant not specified by this Agreement unless the City first approves such expenses in writing. Consultant
agrees to fund all other costs associated with performing the Services in an amount no less than $250,000.00.
Consultant represents to the City that Consultant has obtained, through sponsorships, donations and other
funding the funds necessary to meet this obligation,
4. Termination.
4.1. Convenience. Either the City or Consultant may terminate this Agreement at any time and for any reason
by providing the other party with 30 days written notice of termination.
4.2 Fiscal Fundini4 Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, the City will notify Consultant of such occurrence and this Agreement
shall terminate on the last day of the fiscal period for which appropriations were received without penalty or
expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the
Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of
termination and Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for
any reason, Consultant shall provide the City with copies of all completed or partially completed documents
prepared under this Agreement. In the event Consultant has received access to City information or data as a
requirement to perform services hereunder, Consultant shall return all City provided data to the City in a machine
readable format or other format deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.,
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure
in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement.
In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees
immediately to make full disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products, materials, or
methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials,
or methodologies unless the parties have executed a
separate written agreement with respect thereto. Consultant, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall
not disclose any such information to a third party without the prior written approval of the City.
5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner and shall
not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.
Consultant shall notify the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised, in which event, Consultant shall, in good faith, use all
commercially reasonable efforts to cooperate with the City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with the City to protect such information from further
unauthorized disclosure.
6. Right to Audit.
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Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this
Agreement, have access to and the right to examine at reasonable times in Fort Worth, Texas any directly
pertinent books, documents, papers and records of the Consultant involving transactions relating to this
Agreement at no additional cost to the City. Consultant agrees that the City shall have access during normal
working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space
in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant not
less than 10 days written notice of any intended audits. Notwithstanding any other provision of this Agreement,
Consultant agrees to deliver to the City at City Hall, 200 Texas Street, Fort Worth, Texas 76102, all requested
directly pertinent books, documents, papers and records of the Consultant involving transaction relating to this
Agreement at no additional cost to the City for the purpose of the City conducting an audit as provided by this
section.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, have access to and the right to examine at reasonable times in Fort Worth,
Texas any directly pertinent books, documents, papers and records of such subcontractor involving
transactions related 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 paragraph. City shall give subcontractor not
less than 10 days written notice of any intended audits.
7. Independent Contractor.
It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all
rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in
accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to
control the details of its operations and activities and be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine
of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agreesa
that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and
Consultant. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer
of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant,
nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment
benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes
on behalf of itself, and any of its officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.,
A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS
AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS, AND ANY
RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
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PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED
BY THE ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
C. INTELLECTUAL PROPERTY INFRINGEMENT.
(i) The Consultant warrants that all Deliverables, or any part thereof, furnished hereunder,
including but not limited to: programs, documentation, software, analyses, applications, methods, ways,
and processes (in this Section 8C each individually referred to as a "Deliverable" and collectively as the
"Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade
secrets, or any intellectual property rights or other third party proprietary rights, in the performance of
services under this Agreement.
(ii) Consultant shall be liable and responsible for any and all claims made against the City for
infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual
property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion
of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
(iii) Consultant agrees to indemnify, defend, settle, or pay, at its own cost and expense, including
the payment of attorney's fees, any claim or action against the City for infringement of any patent,
copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's
use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that
this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the
Deliverable(s). So long as Consultant bears the cost and expense of payment for claims or actions against
the City pursuant to this section 8, Consultant shall have the right to conduct the defense of any such claim
or action and all negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement, negotiations, or
lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Consultant in doing
so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses
for any claim or action brought against the City for infringement arising under this Agreement, the City
shall have the sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, Consultant shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give Consultant
timely written notice of any such claim or action, with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not
eliminate Consultant's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part
thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City's
sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make themlit non -infringing, provided that such modification does not materially
adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with
equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional
charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate
this Agreement, and refund all amounts paid to Consultant by the City, subsequent to which termination
City may seek any and all remedies available to City under law. CONSULTANT'S OBLIGATIONS
HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND
AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT.
9. Assignment and Subcontracting.
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Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement
without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall
execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by
the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly
liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract,
the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which
the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement
as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of
any such subcontract. City agrees that Consultant may retain PIanIT Geo, Inc. and MIG as Consultant's
subcontractors for this Agreement. Consultant shall provide City with a copy of the written agreement between
Consultant and PlanIT Geo, Inc. (see Exhibit C) and the written agreement between Consultant and MIG (see
Exhibit D) that references this Agreement and by which P1anIT Geo, Inc. and MIG agree to be bound by the
duties and obligations of Consultant under this Agreement.
10. INSURANCE.
Consultant must provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to
this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Consultant, or its employees, agents, or representatives
in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle
owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other state
workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the Commercial
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General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is
acceptable if coverage meets all other requirements. Coverage must be claims -made, and
maintained for the duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance must be submitted to City
to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must name City as an
additional insured thereon, as its interests may appear. The term City includes its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery)
in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must
be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of
premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort
Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.
All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide,
or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk Management is
required.
(e) Any failure on the part of City to request required insurance documentation will not constitute
a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Consultant has obtained all required insurance will
be delivered to the City prior to Consultant proceeding with any work pursuant to this
Agreement.
11. Compliance with Laws. Ordinances. Rules and Regulations.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and
regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations,
Consultant shall immediately desist from and correct the violation.
12. Non -Discrimination Covenant.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as
part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder,
it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis
prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by
Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to
assume such liability and to indemnify and defend the City and hold the City harmless from such claim.
13. Notices.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2)
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delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United
States Mail, registered, return receipt requested, addressed as follows:
TO THE CITY:
City of Fort Worth
Attn: Jaclyn Ingram
200 Texas Street
Fort Worth, TX 76102
With a copy to:
City Attorney
City of Fort Worth 200 Texas Street
Fort Worth, TX 76102
and
TO THE CONSULTANT:
Texas Trees Foundation
Attn: Norm Daley
3000 Pegasus Park Dr., Suite 740
Dallas, TX 75247
City Manager's Office City of Fort Worth 200 Texas Street
Fort Worth, TX 76102
14. Solicitation of Emnlovees.
Neither the City nor Consultant shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent contractor,
any person who is or has been employed by the other during the term of this Agreement, without the prior written
consent of the person's employer. This provision shall not apply to an employee who responds to a general
solicitation or advertisement of employment by either party.
15. Governmental Powers.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. No Waiver.
The failure of the 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 the City's or Consultant's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real
or asserted, at law or in equity, is brought on the basis of this 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.
18. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. Force Maieure.
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City and Consultant will exercise their best efforts to meet their respective duties and obligations as set
forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure
or other causes beyond their reasonable control, including, but not limited to, compliance with any government
law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters;
wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor
restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court,
board, department, commission, or agency of the United States or of any States; civil disturbances; other national
or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable
control of the Party whose performance is affected (collectively, "Force Majeure Event"), The performance of
any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance,
provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents
or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a
part of this Agreement.
21. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed this Agreement and thatthe normal
rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set
forth in a written instrument, and duly executed by an authorized representative of each party.
23. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents incorporated herein by
reference, contains the entire understanding and agreement between the City and Consultant, their assigns and
successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement
is hereby declared null and void to the extent in conflict with any provision of this Agreement.
24. 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 one and the same instrument. An
executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is
transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any
party. Duplicates are valid and binding even if an original paper document bearing each party's original signature
is not delivered.
25. Warranty of Services.
Consultant warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)
days from the date that the City discovers the breach. In such event, at Consultant's option, Consultant shall
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either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the
warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services.
26. Milestone Acceptance. [Intentionally Deleted]
27. Immiaration Nationalitv Act.
Consultant must verify the identity and employment eligibility of its employees who perform work under
this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by
City, Consultant will provide City with copies of all 1-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Consultant must adhere to all Federal and State laws as
well as establish appropriate procedures and controls so that no Services will be performed by any Consultant
employee who is not legally eligible to perform such Services. CONSULTANT WILL INDEMNIFY CITY
AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Consultant, will have
the right to immediately terminate this Agreement for violations of this provision by Consultant.
28. Ownership of Work Product.
City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation that are created, published, displayed, or produced in conjunction with the Services provided
under this Agreement (collectively, "Work Product"). City shall have the exclusive authority to revise the Work
Product. Notwithstanding the foregoing, TTF shall have the right to make copies of the Work Product or reuse
portions of the Work Product.
29. Prohibition on Bovcottine Israel.
Consultant acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the
City is prohibited from entering into a contract with a company with 10 or more full-time employees that has a
value of $100,000 or more that is to be paid wholly or partly from public funds of the City 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" have the
meaning ascribed to those terms by Chapter 2271 of the Texas Government Code. To the extent that Chapter
2271 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 Israel;
and (2) will not boycott Israel during the term of this Agreement.
30. Prohibition on Bovcottine Enerev 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 that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written verification from
the 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.
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31. Prohibition on Discrimination ALTainst 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 that is to be paid wholly or partly from public funds of
the City with a company with 10 or more full-time employees unless the contract contains a written verification
from the 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 against a firearm entity or firearm trade
association," "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.
32. Compliance with Public Information Act Requests.
The requirements of Subchapter J, Chapter 552, Government Code, may apply to this Agreement
and Consultant agrees that the Agreement can be terminated if Consultant knowingly or intentionally
fails to comply with a requirement of that subchapter. Consultant acknowledges that section 552.371 ofthe
Texas Government Code applies to this Agreement if (1) this Agreement has a stated expenditure of at least $1
million in public funds for the purchase of good or services by the City; or (2) this Agreement results in the
expenditure of at least $1 million in public funds for the purchase of goods or services by the City in a fiscal year
of the City. To the extent that section 552.371 of the Texas Government Code applies to this Agreement,
Consultant shall comply with section 552.372 of the Texas Government Code by: (1) preserving all contracting
information relating to this Agreement as provided by the records retention requirements applicable to the City
for the duration of the Agreement; (2) promptly providing the City any contracting information related to this
Agreement that is in the custody or possession of Consultant on request of the City; and (3) on completion of the
Agreement, either (a) providing at no cost to the City all contracting information related to the Agreement that
is in the custody or possession of Consultant; or
(b) preserving the contracting information relating to the Agreement as provided by the retention requirements
application to the City.
33. Electronic Signatures.
This Agreement may be executed by electronic signature, which will be considered as an original
signature for all purposes and have the same force and effect as an original signature. For these purposes,
"electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile
transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
Professional Services Agreement
Urban Forest Master Plan for the City of Fort Worth Page 10 of 17
Executed in multiples this the 23rd day of
CITY OF FORT WORTH:
far �BypanaBurghdoff( y12,2 13:49CDT)
Dana Burghdoff
Assistant City Manager
Date:
poi F..... dd
ATTEST: �a °°°
PV d
Digitally signed by Jannette
Jannette Goodall - -da °aB4TeXp5a4
By: Date2023.05.09 15:42:52-05.00' IlIlp as
Jannette Goodall
City Secretary
May . 20 23 .
APPROVED AS TO FORM AND LEGALITY:
Richard A. Digitally signed by Richard A.
MccracKen
By:
Mccracken Date: 2023.05.10 21:27:13 -05'00'
Richard McCracken
Sr. Assistant City Attorney
M&C: N/A
Date:
Form 1295: N/A
CONTRACT COMPLIANCE MANAGER:
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
ls Dy signed by Mary Wells
Mary Welate:
Date: 2023.05.10 14:37:05
Name: Mary Wells
Title: Planning Manager, Urban Forestry
CONSULTANT:
Jan e Monear
C and President, Texas Trees Foundation
Date:
.-2 /1 _2oz 3
ATTEST:
By:
Name
Title
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement — Urban Forestry Master Plan Page 11 of 17
EXMIT A
SCOPE OF SERVICES
TTF, in conjunction with their partners, will work for the City to complete the following tasks for
the development of a comprehensive long-term Urban Forest Master Plan:
Project Initiation
o TTF will serve as facilitator for the Fort Worth Urban Forest Master Plan (UFMP) and will
hire and manage City approved subcontractors for the project.
o TTF will work with the City to identify key staff and officials to serve on the Project
Team, Focus Groups, and Steering Committee.
o TTF will work with the project team to plan and conduct a Project Launch Campaign for
public awareness and donor recognition.
Plan Development
o TTF will review the City's organizational structure, ordinances, and other documents and
programs related to the management of the City's urban forest. The City will provide
requested information, documents, policies, and direction to support the project.
o TTF will review aerial and LiDAR imagery, existing tree canopy assessments and
inventories, and other data and documents as the City deems beneficial to the
project.
o TTF will work with the City to develop an engagement process to inform and seek input
from a diverse group of internal and external stakeholders. This will include meetings with
City staff and officials, residents, and specific groups identified by the Project Team. The
City will provide meeting facilities and collaborate with staff, officials, and applicable
stakeholder groups. TTF will develop electronic and hard copy materials and social media
content to facilitate the engagement process.
o TTF will utilize data from gathered research and analysis to provide a draft plan narrative
with associated graphics, charts, maps, and photos. The draft plan will include
recommendations, strategies, and a Key Performance Indicator (KPI) interactive Excel
spreadsheet for proactive management of the urban forest. Utilization of the KPI spreadsheet
will not require additional software or technology other than MS Excel or a similar
spreadsheet program.
Project Deliverables
o Urban heat island analysis and mitigation strategies
o Analysis and recommendations for City's Urban Forestry Ordinance
o Analysis and recommendations for City's Tree Management Program
o Recommendations for use of trees in storm water management
o Tree Equity analysis for Fort Worth
o Identification and ranking of planting priority areas
o Canopy cover baseline metrics
o Assessment of canopy cover trends and potential impacts
o Recommendation of City-wide canopy goal and regional sub -goals
Professional Services Agreement — Urban Forestry Master Plan Page 12 of 17
o Support of City's efforts on educational outreach and engagement
o Key Performance Indicator interactive Excel spreadsheet for proactive management of the
urban forest
Project Milestones
o TTF will provide the City with an electronic copy of the draft plan on May 31, 2023.
Upon approval of the draft plan, TTF will create the cover design and layout of the final
report.
o TTF anticipates completion of the final Master Plan on August 31, 2023. This date may be
impacted by the timeframe involved in receipt of comments and completion of layout and
design.
o TTF will provide training sessions for City's utilization and management of interactive
Excel spreadsheet for Key Performance Indicators
Professional Services Agreement — Urban Forestry Master Plan Page 13 of 17
EXHIBIT B
PAYMENT SCHEDULE
1. City shall pay consultant $50,000.00 for the Services to be performed pursuant to this
Agreement. Consultant must register as a vendor of the City for City to make payments to
vendor. Vendor shall submit an invoice to the City with each request for payment. The
$50,000.00 shall be payable as follows: $20,000.00 after the survey summary is delivered to
the City (projected to occur in March, 2023);
2. $20,000.00 after a draft of the Master Plan is delivered to the City (projected to occur in June
2023); and
3. $10,000.00 after delivery to the City of the final version of the Urban Forest Master Plan
(projected to occur in August 2023).
Professional Services Agreement — Urban Forestry Master Plan Page 14 of 16
EXHIBIT C
SUBCONTRACTOR AGREEMENT BETWEEN CONSULTANT AND PLANIT GEO
Professional Services Agreement — Urban Forestry Master Plan Page 15 of 16
SUBCONTRACTOR AGREEMENT
This Subcontractor Agreement (this "Agreement") is entered into this 22"d day of August
2022 (the "Effective Date"), by and between Texas Trees Foundation ("Foundation") and P1anIT
Geo. Inc. ("Subcontractor").
STATEMENT OF BACKGROUND
Foundation desires to contract with Subcontractor to provide certain services as described
herein. Subcontractor desires to be engaged by Foundation as provided herein.
NOW THEREFORE, in consideration of the mutual covenants stated herein and other
valuable consideration, the receipt and adequacy of which is acknowledged, the parties agree as
follows:
1. Services. Subcontractor shall provide the services described in Exhibit A (the
"Services"), which may be amended from time to time by the written agreement of the parties
hereto ("Change Order"). Subcontractor shall be responsible for the payment of any and all
applicable state and federal taxes based on the Services performed or products delivered pursuant
to this Agreement. Subcontractor acknowledges and agrees that time is of the essence and agrees
to ensure the performance of its work and the work of its subcontractors so that the Services shall
be completed in a timely manner, as described in Exhibit A.
2. Representations, Warranties and Covenants. Subcontractor represents and
warrants to and covenants with Foundation as follows:
(A) Subcontractor has no legal or contractual obligation which is inconsistent
with or in conflict with this Agreement, or which would prevent, limit or impair its performance
of any part of this Agreement. Subcontractor agrees to notify Foundation immediately if any such
interest or obligation arises.
(B) Subcontractor warrants, represents and agrees that it shall complete the
Services in a competent and workmanlike manner. Subcontractor further warrants and agrees that
it shall use its best care, skill, and diligence in supervising, directing, and performing the Services
and shall have the sole responsibility and control over the performance of the Services, including
the construction methods, techniques, means, and sequences for coordinating and completing the
various portions of the Services. Subcontractor hereby acknowledges and agrees that such
responsibility and control over the Services may not be assigned, delegated or subcontracted by
Subcontractor, in whole or in part, without the prior written consent of Foundation, which may be
withheld in Foundation's sole discretion. Any assignment in violation of the foregoing will be null
and void ab initio and be grounds for immediate termination of this Agreement.
(C) Subcontractor agrees that the prevention of accidents to workers engaged in
the Services is solely its responsibility. Subcontractor specifically agrees to take appropriate
precautions to assure the safety of all persons, including, but not limited to, its own employees and
other contractors and subcontractors and their employees, whose safety might otherwise by
jeopardized by any risk of harm relating to or arising out of the work. Subcontractor shall comply
with all applicable safety laws and regulations and that all work, labor, services and materials to
ATLANTA:4543216.1
Subcontractor Agreement
Page 2
be furnished by Subcontractor shall strictly comply with all applicable federal, state and local laws,
rules, regulations, statutes, ordinances and directives (hereafter "Laws") now in force or hereafter
shall be in effect and further agrees to comply with any and all safety standards established during
the progress of the work by Foundation. Subcontractor with 5 or more employees shall establish
and implement a safety program for its work. If requested, Subcontractor shall submit its safety
program for review by Foundation. Any review of this Subcontractor's safety program by
Foundation shall not be deemed to release Subcontractor or in any way diminish Subcontractor's
liability by way of indemnity or otherwise, as assumed by it under this Agreement.
(D) Subcontractor possesses all necessary licenses and permits to perform the
Services. Subcontractor is solely responsible for furnishing and paying for all permits and licenses
necessary to complete the Services and legal evidence of such shall be delivered to Foundation
upon request.
3. Term and Termination.
(A) Termination for Breach: Foundation may immediately terminate this
Agreement in whole or in part upon breach of any material provision hereof by Subcontractor.
(B) Termination Without Cause: Foundation may terminate this Agreement in
whole or in part for any reason upon providing Subcontractor with ten (10) days prior written
notice.
(C) This Agreement may be terminated, in whole or in part, immediately by
either party upon written notice to the other party if the parties are unable to agree upon the terms
of a Change Order within a time period set by Foundation.
4. Limitations of Liabilitv. EXCEPT TO THE EXTENT CAUSED BY THE
FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF FOUNDATION, IN NO
EVENT SHALL FOUNDATION BE LIABLE FOR LOST PROFITS, OR FOR ANY DIRECT
SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, INCLUDING LOSS OF BUSINESS, REGARDLESS OF THE FORM OF
ACTION, EVEN IF FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
5. Indemnification and Insurance.
(A) Subcontractor, at its own expense, shall defend, indemnify, and hold
harmless Foundation, its agents, employees, officers, affiliates, successors, and assigns
("Indemnified Persons") from any and all expenses, fees, costs, judgments or damages, including
but not limited to reasonable attorneys' fees, with respect to any claim, action or threat of action
of any kind or nature asserted against such Indemnified Persons in any way arising out of or in
connection with the performance of Subcontractor or any of its subcontractors or agents under this
Agreement or any agreement between Foundation and the ultimate beneficiary of the Services (the
"Beneficiary"), whether such claims are brought by the Beneficiary or other third parties.
Subcontractor Agreement
Page 3
6. The Subcontractor shall purchase insurance from an insurance company or
companies rated A -or better by A.M. Best Companies lawfully authorized to do business in the
State of Texas. The insurance provisions set forth in Exhibit B are minimum requirements. Such
insurance will protect the Subcontractor from claims which may arise out of or result from the
performance of the Subcontractor's work and for which the Subcontractor may be legally liable,
whether such operations be by the Subcontractor or by the Subcontractor's subcontractor or by
anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them
may be liable. Subcontractor, and any subcontractor engaged by the Subcontractor, shall obtain
the insurance set forth in Exhibit B.
7. No Auency. Subcontractor understands that it has no authority, either express or
implied, to act or represent that it is acting on behalf of Foundation. Furthermore, Subcontractor
shall refrain from any action which would lead a third party to reasonably interpret or infer from
such action that Subcontractor has authority to represent or act on behalf of Foundation.
8. Independent Contractor. It is expressly understood that the parties are
contractors independent of one another, and not joint venturers, partners, or employees, and that
neither party has the authority to bind the other to any obligation or otherwise to act in any way as
the representative of the other, unless otherwise expressly agreed to in a writing signed by the other
party hereto.
9. Governing Law. This Agreement shall be interpreted in accordance with the laws
of the State of Texas, without regard to its conflict of laws principles.
10. Miscellaneous.
(A) Severability: The invalidity of any portion of this Agreement will not and
shall not be deemed to affect the validity of any other provision. In the event that any provision of
this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed
to be in full force and effect as if they had been executed by both parties subsequent to the
expungement of the invalid provision.
(B) Entire Agreement: This Agreement constitutes the entire agreement among
the parties and supersedes any prior understanding or agreement between them with respect to the
subject matter hereof; provided, however, that this provision is not intended to abrogate any other
written agreement between the parties executed with or after this Agreement.
(C) Modifications: Any modification of this Agreement or additional
obligation assumed by either party in connection with this Agreement shall be binding only if
evidenced in writing signed by each party or an authorized representative of each party.
(D) Notice: Any notice given under this Agreement shall be in writing. Written
notice shall be sent by registered or certified mail, postage prepaid, return receipt requested or by
overnight delivery service. All notice shall be effective when first received at the addresses first
above written.
Subcontractor Agreement
Page 4
(E) Survival: Any terms which by their nature are intended to survive the
termination of this Agreement shall survive such termination, including but not limited to sections
3,4,6,and 7.
(F) Counterparts: This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have cause this Agreement to be executed and is deemed
to be effective on the date first above written and do each hereby warrant and represent that their
respective signatory whose signature appears below has been and is on the date of this Agreement
duly authorized by all necessary and appropriate corporate (or other appropriate) action to execute
this Agreement.
FOUNDATION:
may: 1��-
Za j ette Monear
Title: President/CEO
SUBCONTRACTOR:
By: 7� -, 7r---
Name: Ian Hanou
Title: CEO and Founder
Subcontractor Agreement
Page 5
EXHIBIT A
I. Description of the Services to be performed by Subcontractor under this Agreement
including completion schedules:
See following SOW: Urban Forestry Master Plan Services for City of Fort Worth - Not
to Exceed $138,875.00
Subcontractor will work with the project team to develop the Fort Worth Urban Forestry Master
Plan (UFMP). The project team will consist of subcontractor and representatives from Texas
Trees Foundation (TTF), MIG (external engagement consultant), and City of Fort Worth. The
project area includes the entire area within Fort Worth City limits. TTF will serve as the primary
contact between Subcontractor and the City of Fort Worth.
Subcontractor will complete the following tasks to develop a comprehensive Urban Forest Master
Plan for the City of Fort Worth:
1) Initial Meetings
o Subcontractor will work with the project team to plan and coordinate a Project
Kickoff Meeting with designated City leadership to review project timelines and
engagement with City staff and elected officials.
2) Research and Analysis:
o Subcontractor will review City's organizational structure, ordinances (including draft
urban forestry ordinance amendment), and other documents related to management of
the urban forest.
o Subcontractor will review City management plans and programs, including those
listed in Section 2, as they relate to the urban forest.
o Subcontractor will review aerial and LiDAR imagery, existing tree canopy
assessments and inventories (including the 2021 Urban Tree Canopy Analysis, census
data, and City zoning and land use plans).
o Subcontractor will compare current urban forestry policies, plans, and goals with
those of other cities comparable in size, geography, and climate.
o Subcontractor will review other data/documents Subcontractor deems beneficial to
the project.
3) Stakeholder Engagement:
o Subcontractor will develop an Equitable Engagement Plan to inform and seek input
from a diverse group of internal and external stakeholders. Internal Stakeholders will
consist of City staff and officials. External stakeholder groups include, but are not
limited to, tree service and landscape professionals, land developers, real estate
professionals, major employers and institutions, environmental and other non-profit
groups, and utility providers.
o Subcontractor will work with TTF to conduct engagement with internal stakeholders.
Subcontractor Agreement
Page 6
o Subcontractor will provide content to external engagement consultant for use in
developing materials (e.g., surveys, flyers, social media content, etc.) to inform and
solicit feedback from external stakeholders.
o Subcontractor will conduct a minimum of six (6) meetings with City staff and elected
officials. Subcontractor will provide written documentation, in electronic format, for
each meeting to TTF, and collate the results of meeting with internal stakeholders for
use in drafting the UFMP.
o Subcontractor will attend a minimum of six (6) meetings with external stakeholders.
Attendance may be virtual or in -person.
o Subcontractor will attend a minimum of five (5) community meetings/outreach
events. Attendance may be virtual or in -person.
o Subcontractor will utilize summary and compiled data provided by the external
engagement consultant in drafting the UFMP.
4) Communication:
o Subcontractor will provide bi-weekly written updates including summaries of
stakeholder input.
o Subcontractor will schedule and attend monthly project team meetings (in person
and/or virtual).
o Subcontractor will also attend any other meetings, including reporting updates to
City of Fort Worth staff and elected officials, and/or any other meetings requested by
TTF.
o Note: All communications with media and/or use of City of Fort Worth or TTF
logos must be approved by TTF.
5) Plan Contents — Assessments and Recommendations:
Note: All assessments and recommendations shall include clearly worded narrative in
lavman's terms detailing results of assessment and/or stakeholder input, and basis for
recommendation. A summary checklist of Recommendations with Action Stens and an
identified Short -Term Tarp -et for each recommendation shall be included in the UFMP.
While the list of items included below is detailed, it is not necessarily exhaustive and
TTF expects Subcontractor to include any other relevant information in the UFMP.
Subcontractor will:
o Draft the Urban Forest Master Plan narrative with inserted graphics, infographics,
maps (including legend), and photos.
o Examine and explain existing canopy cover assessment and make recommendations
for additional assessment/inventory.
o Assess existing tree canopy goal and make recommendation for revising (if
applicable) and achieving goal.
o Review City operational structure/management, provide an assessment of operations,
and make associated recommendations.
o Make recommendations for a maintenance plan for City trees.
o Make recommendations, including implementation steps, for developing an Urban
Forest Management Plan.
Subcontractor Agreement
Page 7
o Assess storm response and recovery plan and make recommendations.
o Recommend strategies to strengthen and support existing relationships and
partnerships.
o Review City ordinances (including draft urban forestry ordinance amendment) and
policies related to urban forest management and make general recommendations
addressing, but not limited to:
• Strategies to increase tree canopy cover while allowing for responsible
development, and
• Strategies to better protect trees in sensitive areas such as the Cross Timbers
Forest and riparian ecosystems.
o Recommend strategies to achieve tree canopy coverage in or near high -density
development.
o Document alignment of UFMP with existing municipal plans and programs and, if
applicable, recommend changes to existing plans and programs to support urban
forestry initiatives.
o Utilize survey results and summary of stakeholder input. If responses differ based
on stakeholder type, this should be noted.
o Work with external engagement contractor to make recommendations for
development of an ongoing public engagement, outreach, and education plan.
o Make recommendations to develop and enhance programs to encourage and support
community/volunteer participation in planting trees and caring for the urban forest.
o Provide urban heat assessment and mitigation strategies.
o Identify and make recommendations to address environmental threats, including
pests (e.g., EAB), diseases (e.g., Oak Wilt), etc.
o Make recommendations to better utilize trees for stormwater management.
o Recommend strategies to mitigate tree and infrastructure conflicts around streets,
sidewalks, and utilities.
o Assess tree equity and make recommendations to improve equitable tree distribution.
o Recommend strategies to incentivize tree preservation, planting, and maintenance,
particularly in underserved areas.
o Provide a summary list of recommendations with action steps and short-term goals.
List should be formatted so that it can be used as a checklist to measure progress.
o All data, reports, documents or other materials developed or received by
Subcontractor or any other person en2aeed directly by Subcontractor to perform the
services required hereunder shall be and remain the propertv of TTF without
restriction or limitation upon their use.
6) Plan Contents — Graphics and Photos:
o Subcontractor will prepare and provide color land cover maps depicting existing
cover type city-wide and existing tree canopy relative to average temperature,
demographics, economic development, urban heat, health, air quality, council
districts, zip codes, census blocks, and land use. These maps should correlate with
narrative assessment (in non -technical language) and recommendations related to
Subcontractor Agreement
Page 8
tree canopy. GIS shape files should be submitted to TTF with final version of
UFMP.
o Subcontractor will prepare and provide color charts and other graphics with captions
and informative detail to illustrate and clarify narrative and to improve aesthetics and
readability.
o Subcontractor will provide relevant color photos to support narrative. Photos must
be approved by TTF, and should be of locations within Fort Worth whenever
possible.
7) Timeline/Deliverables:
Subcontractor shall provide narrative with relevant photos, maps, charts, and graphics.
TTF will provide graphic design services to create the cover design and layout of the
final report.
o Required meetings with internal stakeholders will be completed by February 28, 2023.
Additional meetings may be scheduled as needed.
o Subcontractor will prepare the first draft plan for review by TTF by April 30, 2023.
o Subcontractor will provide copy of technical report (research summary) to support
findings and recommendations included in UFMP by April 30, 2023.
o Subcontractor will provide interactive platform for monitoring, evaluating, budgeting,
reporting, and revising key performance indicators by April 30, 2023.
o Subcontractor will prepare second draft plan for review by TTF and City of Fort Worth
within 30 days of receipt of edits and changes from first draft.
o Subcontractor will prepare final electronic copy within 30 days of receipt of final
comments.
o Subcontractor will provide in -person or virtual training session for City staff, TTF,
and stakeholders following finalization of report layout and cover design by TTF.
II. Payment Terms for Services:
Per PlanIT Geo SOW — Initial 20% payment followed by monthly invoices with 30-day
net terms.
III. Additional Terms
Subcontractor possesses the expertise, knowledge, and financial capacity to perform
Services.
In the event of a conflict between the Subcontractor Agreement and the Statements of
Work, the terms of the Subcontractor Agreement shall prevail.
IH
Initials: Foundation: ; Subcontractor:
Subcontractor Agreement
Page 9
EXHIBIT B
Insurance Reauirements
Workers Compensation Insurance — For performance of all of the Subcontractor's work, the
Subcontractor shall maintain Workers' Compensation Insurance, including coverage for all
executive officers, sole proprietors, partners, and members of a limited liability Foundation, in the
amounts required by all applicable statues, laws, regulations or acts.
Emnlovers' liability Insurance for damages because of bodily injury, occupational sickness or
disease, or death of the Subcontractor's employees. Such insurance shall be written limits of
$500,000 each accident/$500,000 disease policy limits and $500,000 per disease per each
employee.
Commercial General Liability Insurance written on an "occurrence" basis for damages because of
bodily injury, property damage, personal and advertising injury arising out of the Subcontractor's
work and shall include coverage for:
• All operations and premises of the Subcontractor;
• All products and completed operations of the Subcontractor;
• All liability and/or responsibility assumed by the Subcontractor in Indemnity section of
this Agreement.
• Explosion, collapse and underground (XCU) hazards;
• The Beneficiary and the Foundation as an additional insured;
• Defense expenses paid in addition to the policy limits;
Additional insured coverage shall be provided to the beneficiary of the Services, the Foundation,
and their respective officers and employees, and shall be for both on -going operations via ISO
Form CG 2010 (July 2004 Edition) or its equivalent, and products and completed operations via
ISO Forms CG 2037 (July 2004 Edition) or its equivalent. Coverage shall be provided on primary
basis with no contribution by the Beneficiary's or the Foundation's liability insurance. All
additional insured endorsements shall be submitted for review and acceptance by the Foundation.
If additional insured status for the Beneficiary, the Foundation, and their respective officers and
employees, is not reasonably available for products and completed operations via ISO form CG
2037 (July 2004 Edition) or its equivalent, the Foundation may, at its sole discretion, waive such
requirement.
Commercial General Liability insurance purchased by the Subcontractor shall provide the
following minimum limits of liability and all coverages shall be maintained during and for at least
Subcontractor Agreement
Page 10
three years after final completion of the Subcontractor's work and at all times thereafter when
Subcontractor may be erecting, removing or replacing defective work or performing additional
work and shall at all times include coverage for the Beneficiary and Foundation as additional
insured as required above:
• $1,000,000 Each Occurrence Limit;
• $1,000,000 Personal & Advertising Injury -Per Person or Organization Limit
• $2,000,000 General Aggregate Limit
• $2,000,000 Products -Completed Operations Aggregate Limit
Automobile Liability Insurance for damages because of bodily injury, death of a person or property
damage arising out of ownership, maintenance or use of any motor vehicle and/or trailer that the
Subcontractor owns, hires, leases or borrows or any motor vehicle and/or trailer used on behalf of
the Subcontractor. Automobile Liability Insurance shall also provided coverage for:
• Any equipment that is subject to a compulsory or financial responsibility law or motor
vehicle insurance law in the state in which the equipment is principally garaged;
• Beneficiary and the Foundation as additional insured via ISO Form CA 20 48 or its
equivalent;
• All liability and/or responsibility assumed by the Subcontractor the Indemnity section of
this Agreement.
Such coverage shall provide minimum limits of $500,000 Each Accident - Combined Single Limit
and shall be maintained for the life of the Subcontract and at all times thereafter when
Subcontractor may be erecting, removing or replacing defective work or performing additional
work.
Umbrella Liabilitv Insurance for damages because of bodily injury, property damage, personal and
advertising injury with, at minimum, the same terms and conditions as the Employers' Liability,
Commercial General Liability, and Automobile Liability insurance required by this Agreement
and arising out of the Subcontractor's work.
Umbrella Liability insurance shall include the Beneficiary, the Foundation, their respective
officers and employees, as additional insureds. Umbrella Liability insurance shall be written as
excess of Subcontractor's Employers' Liability, Commercial General Liability and Automobile
Liability Insurance ("underlying policies") and also shall be written to drop down and provide
primary insurance, including coverage for defense, for the Subcontractor in the event that an
aggregate limit in the underlying policies has been exhausted.
Subcontractor Agreement
Page 11
Such insurance purchased by the Subcontractor shall provide the following minimum limits of
liability and shall be maintained during and for at least three years after final completion of the
Subcontract Work and at all times thereafter when Subcontractor may be erecting, removing or
replacing defective work or performing additional work and shall at all times include coverage for
the Beneficiary and Foundation as additional insured as required above:
$1,000,000 Each Occurrence
$1,000,000 General Aggregate Limit
$1,000,000 Products -Completed Operations Aggregate Limit
Certificates of Insurance Certificates of insurance and supporting additional insured
endorsements acceptable to the Foundation, including any additional coverages and/or amounts of
coverage specified in Agreement, shall be filed with the Foundation prior to commencement of the
Subcontractor's work. These certificates by this Section shall contain a provision that coverages
afforded under the policies will not be canceled until at least 30 days' prior written notice has
been given to the Foundation. If any of the foregoing insurance coverages are required to remain
in force after final completion of the Subcontract, additional certificates evidencing continuation
of such coverage shall be submitted to the Foundation annually. The additional insureds shall be
designated on said certificate and shall include confirmation that the coverage for the additional
insureds is on a primary and non-contributory basis as required. Attached hereto is a sample
certificate.
Receipt of copies of insurance policies or certificates of insurance does not waive the Foundation's
right to enforce any terms of this Agreement.
Subcontractor shall require all its subcontractors to provide the same insurance as required of the
Subcontractor, including adding the Beneficiary and the Foundation as additional insureds where
required. As to the insurance required of the Subcontractor's subcontractor, the Subcontractor
agrees to obtain from their subcontractor's insurance Foundation (or authorized agent) certificates
of insurance as evidence of the required insurance, including the provision on the certificate of
insurance that all policies will not be canceled until at least 30 days' prior written notice has been
given to the Foundation. Such certificates of insurance shall be filed with and acceptable to the
Foundation prior to the execution of this Subcontract.
Failure of Subcontractor to provide the insurance set forth in this Section or any proof of insurance
as herein described may, at the option of the Foundation, result in the Subcontractor being
terminated for cause, or in lieu of such action the Foundation at its option shall have the right to
maintain all said insurance for and in the name of the Subcontractor and Subcontractor agrees to
pay for the cost thereof and Foundation may deduct such cost from monies otherwise due the
Subcontractor.
IH
Initials: Foundation:4LA-/,Subcontractor:
Addendum to the Existing Subcontractor Agreement between
Texas Trees Foundation and PlanIT Geo, Inc.
This document is in reference to an agreement dated August 22, 2022, between the TEXAS
TREES FOUNDATION ("Foundation"), located at 3000 Pegasus Park Drive Suite 740, Dallas,
TX 75247 and P1anIT Geo, Inc. ("Subcontractor"), located at 7878 Wadsworth Blvd Suite 340,
Arvada, CO 80003.
May it be known that the undersigned parties, for good consideration, do hereby agree to make
the following addition outlined below. This addition shall be made valid as if included in the
original stated contract.
Specific Addition:
Right to Audit.
Subcontractor agrees that the City of Fort Worth ("City") shall, until expiration of three (3)
years after final payment of the subcontract, have access to and the right to examine at
reasonable times in Fort Worth, Texas any directly pertinent books, documents, papers and
records of such subcontractor involving transactions related 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 paragraph. City shall give subcontractor not less than
10 days written notice of any intended audits.
The parties reaffirm no other terms or conditions of the above -mentioned original contract not
herby otherwise modified or amended shall be negated or changed as a result of this here stated
addendum.
The original fully executed contract dated August 22, 2022, is attached and made a part of this
document.
This addendum is executed when addendum has been signed by all parties. Signatures
transmitted electronically shall have the same effect as original signatures.
By Texas Trees Foundation:
�4et,tep Monear batresident
Texas Trees Foundation
3000 Pegasus Park Drive, Suite 740
Dallas, Texas 75247
By P1anIT Geo, Inc.:
-3--� 7r,
Ian Hanou Date: 3/1/23
CEO and Founder
PlanIT Geo, Inc.
7878 Wadsworth Blvd Suite 340
Arvada, CO 80003
2
EXHIBIT D
SUBCONTRACTOR AGREEMENT BETWEEN CONSULTANT AND MIG
Professional Services Agreement — Urban Forestry Master Plan Page 16 of 16
SUBCONTRACTOR AGREEMENT
This Subcontractor Agreement (this "Agreement") is entered into this 22"d day of August,
2022 (the "Effective Date"), by and between Texas Trees Foundation ("Foundation") and MIG,
Inc. ("Subcontractor").
STATEMENT OF BACKGROUND
Foundation desires to contract with Subcontractor to provide certain services as described
herein. Subcontractor desires to be engaged by Foundation as provided herein.
NOW THEREFORE, in consideration of the mutual covenants stated herein and other
valuable consideration, the receipt and adequacy of which is acknowledged, the parties agree as
follows:
1. Services. Subcontractor shall provide the services described in Exhibit A (the
"Services"), which may be amended from time to time by the written agreement of the parties
hereto ("Change Order"). Subcontractor shall be responsible for the payment of any and all
applicable state and federal taxes based on the Services performed or products delivered pursuant
to this Agreement. Subcontractor acknowledges and agrees that time is of the essence and agrees
to ensure the performance of its work and the work of its subcontractors so that the Services shall
be completed in a timely manner, as described in Exhibit A.
2. Rerwesentations. Warranties and Covenants. Subcontractor represents and
warrants to and covenants with Foundation as follows:
(A) Subcontractor has no legal or contractual obligation which is inconsistent
with or in conflict with this Agreement, or which would prevent, limit or impair its performance
of any part of this Agreement. Subcontractor agrees to notify Foundation immediately if any such
interest or obligation arises.
(B) Subcontractor warrants, represents and agrees that it shall complete the
Services in a competent and workmanlike manner. Subcontractor further warrants and agrees that
it shall use its best care, skill, and diligence in supervising, directing, and performing the Services
and shall have the sole responsibility and control over the performance of the Services, including
the construction methods, techniques, means, and sequences for coordinating and completing the
various portions of the Services. Subcontractor hereby acknowledges and agrees that such
responsibility and control over the Services may not be assigned, delegated or subcontracted by
Subcontractor, in whole or in part, without the prior written consent of Foundation, which may be
withheld in Foundation's sole discretion. Any assignment in violation of the foregoing will be null
and void ab initio and be grounds for immediate termination of this Agreement.
(C) Subcontractor agrees that the prevention of accidents to workers engaged in
the Services is solely its responsibility. Subcontractor specifically agrees to take appropriate
precautions to assure the safety of all persons, including, but not limited to, its own employees and
other contractors and subcontractors and their employees, whose safety might otherwise by
jeopardized by any risk of harm relating to or arising out of the work. Subcontractor shall comply
with all applicable safety laws and regulations and that all work, labor, services and materials to
ATLANTA:4543216.1
Subcontractor Agreement
Page 2
be furnished by Subcontractor shall strictly comply with all applicable federal, state and local laws,
rules, regulations, statutes, ordinances and directives (hereafter "Laws") now in force or hereafter
shall be in effect and further agrees to comply with any and all safety standards established during
the progress of the work by Foundation. Subcontractor with 5 or more employees shall establish
and implement a safety program for its work. If requested, Subcontractor shall submit its safety
program for review by Foundation. Any review of this Subcontractor's safety program by
Foundation shall not be deemed to release Subcontractor or in any way diminish Subcontractor's
liability by way of indemnity or otherwise, as assumed by it under this Agreement.
(D) Subcontractor possesses all necessary licenses and permits to perform the
Services. Subcontractor is solely responsible for furnishing and paying for all permits and licenses
necessary to complete the Services and legal evidence of such shall be delivered to Foundation
upon request.
Term and Termination.
(A) Termination for Breach: Foundation may immediately terminate this
Agreement in whole or in part upon breach of any material provision hereof by Subcontractor.
(B) Termination Without Cause: Foundation may terminate this Agreement in
whole or in part for any reason upon providing Subcontractor with ten (10) days prior written
notice.
(C) This Agreement may be terminated, in whole or in part, immediately by
either party upon written notice to the other party if the parties are unable to agree upon the terms
of a Change Order within a time period set by Foundation.
4. Limitations of Liability. EXCEPT TO THE EXTENT CAUSED BY THE
FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF FOUNDATION, IN NO
EVENT SHALL FOUNDATION BE LIABLE FOR LOST PROFITS, OR FOR ANY DIRECT
SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, INCLUDING LOSS OF BUSINESS, REGARDLESS OF THE FORM OF
ACTION, EVEN IF FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
5. Indemnification and Insurance.
(A) Subcontractor, at its own expense, shall defend, indemnify, and hold
harmless Foundation, its agents, employees, officers, affiliates, successors, and assigns
("Indemnified Persons") from any and all expenses, fees, costs, judgments or damages, including
but not limited to reasonable attorneys' fees, with respect to any claim, action or threat of action
of any kind or nature asserted against such Indemnified Persons in any way arising out of or in
connection with the performance of Subcontractor or any of its subcontractors or agents under this
Agreement or any agreement between Foundation and the ultimate beneficiary of the Services (the
"Beneficiary"), whether such claims are brought by the Beneficiary or other third parties.
Subcontractor Agreement
Page 3
6. The Subcontractor shall purchase insurance from an insurance company or
companies rated A -or better by A.M. Best Companies lawfully authorized to do business in the
State of Texas. The insurance provisions set forth in Exhibit B are minimum requirements. Such
insurance will protect the Subcontractor from claims which may arise out of or result from the
performance of the Subcontractor's work and for which the Subcontractor may be legally liable,
whether such operations be by the Subcontractor or by the Subcontractor's subcontractor or by
anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them
may be liable. Subcontractor, and any subcontractor engaged by the Subcontractor, shall obtain
the insurance set forth in Exhibit B.
7. No Aaencv. Subcontractor understands that it has no authority, either express or
implied, to act or represent that it is acting on behalf of Foundation. Furthermore, Subcontractor
shall refrain from any action which would lead a third party to reasonably interpret or infer from
such action that Subcontractor has authority to represent or act on behalf of Foundation.
8. Indenendent Contractor. It is expressly understood that the parties are
contractors independent of one another, and not joint venturers, partners, or employees, and that
neither party has the authority to bind the other to any obligation or otherwise to act in any way as
the representative of the other, unless otherwise expressly agreed to in a writing signed by the other
party hereto.
9. Governing Law. This Agreement shall be interpreted in accordance with the laws
of the State of Texas, without regard to its conflict of laws principles.
10. Miscellaneous.
(A) Severability: The invalidity of any portion of this Agreement will not and
shall not be deemed to affect the validity of any other provision. In the event that any provision of
this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed
to be in full force and effect as if they had been executed by both parties subsequent to the
expungement of the invalid provision.
(B) Entire Agreement: This Agreement constitutes the entire agreement among
the parties and supersedes any prior understanding or agreement between them with respect to the
subject matter hereof, vrovided, however, that this provision is not intended to abrogate any other
written agreement between the parties executed with or after this Agreement.
(C) Modifications: Any modification of this Agreement or additional
obligation assumed by either party in connection with this Agreement shall be binding only if
evidenced in writing signed by each party or an authorized representative of each party.
(D) Notice: Any notice given under this Agreement shall be in writing. Written
notice shall be sent by registered or certified mail., postage prepaid, return receipt requested or by
overnight delivery service. All notice shall be effective when first received at the addresses first
above written.
Subcontractor Agreement
Page 4
(E) Survival: Any terms which by their nature are intended to survive the
termination of this Agreement shall survive such termination, including but not limited to sections
3, 4, 6, and 7.
(F) Counterparts: This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument.
Subcontractor Agreement
Page 5
IN WITNESS WHEREOF, the parties have cause this Agreement to be executed and is
deemed to be effective on the date first above written and do each hereby warrant and represent
that their respective signatory whose signature appears below has been and is on the date of this
Agreement duly authorized by all necessary and appropriate corporate (or other appropriate) action
to execute this Agreement.
FOUNDATION:
.Q r
Name• Janette Monear
Title: President/CE0
SUBCONTRACTOR:
By: _
Name. IJL�f�, L ro s O
Title:
Subcontractor Agreement
Page 6
EXHIBIT A
I. Description of the Services to be performed by Subcontractor under this Agreement
including completion schedules:
See following SOW: External Engagement Services, Fort Worth UFMP —Not to Exceed
$70,000.00
Subcontractor will work with the project team to conduct engagement services in support of the
Fort Worth Urban Forestry Master Plan (UFMP). The project team will consist of the
subcontractor and representatives from Texas Trees Foundation, P1an1T Geo (consultant
responsible for plan development), and City of Fort Worth. P1anIT Geo will develop an Equitable
Engagement Plan to inform and seek input from a diverse group of internal and external
stakeholders. PlanIT Geo and TTF will conduct engagement with internal stakeholders (city staff
and officials). The engagement subcontractor will refine and execute engagement with the
community and other external stakeholders. External stakeholder groups include, but are not
limited to, tree service and landscape professionals, land developers, real estate professionals,
major employers and institutions, environmental and other non-profit groups, and utility providers.
External Engagement Specifications:
1) Project Kickoff Meeting:
o Subcontractor will work with Project Team to plan and coordinate a Project Kickoff
Meeting with designated city leadership to review project timelines and stakeholder
engagement.
2) External Stakeholder Engagement
o Subcontractor will utilize input from Project Team members to develop electronic
and hard copy materials and social media content promoting public awareness of the
importance of the urban forest and the UFMP process. The City of Fort Worth and
TTF will distribute content through their social media outlets and project website.
Hard copy materials will refer the reader to project website and survey.
o Subcontractor will utilize input from Project Team to develop survey(s) to inform and
solicit feedback from community and other external stakeholders. Survey(s) will be
distributed as hard copy form and be posted on the project website.
o Subcontractor will conduct a minimum of five (5) community meetings/outreach
events. Three (3) of these will be virtual and (2) will be in -person. Community
outreach should include innovative methods to reach members of traditionally
underserved communities.
o City of Fort Worth Neighborhood Services Department will provide direction and
assistance with outreach to neighborhood and homeowner associations.
o City of Fort Worth Park and Recreation Department will provide meeting locations
for in -person meetings. These will be recorded and/or held as hybrid meetings if
Subcontractor Agreement
Page 7
facilities allow. In -person events should include food and drink to increase
attendance.
o Subcontractor will conduct a minimum of six (6) meetings with external stakeholder
groups. The project team will identity the stakeholder groups and membership.
These events are expected to be virtual or hybrid meetings. City of Fort Worth will
provide meeting facilities, guidance, and available contact information for
engagement with external stakeholder groups.
o Subcontractor may attend hybrid meetings virtually if subcontractor's local
representative is in attendance.
o Subcontractor will assist in problem -solving should stakeholder concerns arise.
o Subcontractor will provide technological resources as needed for an efficient and
effective engagement process.
3) Communication:
o Subcontractor will provide data and summary documentation following each
meeting/event.
o Subcontractor will compile collective data and provide it along with a detailed
analysis within one month of the final external stakeholder meeting/event. Summary
should include a breakdown of responses by stakeholder type.
o Subcontractor will attend monthly project team meetings (in person and/or virtual).
o Subcontractor will attend additional meetings, including reporting updates to City of
Fort Worth staff and elected officials, as requested by TTF.
o Note: All communications with media and/or use of City of Fort Worth or TTF logos
must be approved by TTF.
4) Timeline:
o All external engagement meetings/events should be completed by February 28, 2023.
o Data compilation with detailed analysis due by March 31, 2023.
II. Payment Terms for Services:
Per MIG SOW — Initial 20% payment followed by monthly invoices with 30-day net terms.
III. Additional Terms
Subcontractor possesses the expertise, knowledge, and financial capacity to perform
Services.
In the event of a conflict between the Subcontractor Agreement and the Statements of
Work, the terms of the Subcontractor Agreement shall prevail.
Initials: Foundation. ; Subcontracto fA -
Subcontractor Agreement
Page S
EXHIBIT B
Insurance Reouirements
Workers Comnensation Insurance — For performance of all of the Subcontractor's work, the
Subcontractor shall maintain Workers' Compensation Insurance, including coverage for all
executive officers, sole proprietors, partners, and members of a limited liability Foundation, in the
amounts required by all applicable statues, laws, regulations or acts.
Employers' liability Insurance for damages because of bodily injury, occupational sickness or
disease, or death of the Subcontractor's employees. Such insurance shall be written limits of
$500,000 each accident/$500,000 disease policy limits and $500,000 per disease per each
employee.
Commercial General Liabilitv Insurance written on an "occurrence" basis for damages because of
bodily injury, property damage, personal and advertising injury arising out of the Subcontractor's
work and shall include coverage for:
• All operations and premises of the Subcontractor;
• All products and completed operations of the Subcontractor;
• All liability and/or responsibility assumed by the Subcontractor in Indemnity section of
this Agreement.
• Explosion, collapse and underground (XCU) hazards;
• The Beneficiary and the Foundation as an additional insured;
• Defense expenses paid in addition to the policy limits;
Additional insured coverage shall be provided to the beneficiary of the Services, the Foundation,
and their respective officers and employees, and shall be for both on -going operations via ISO
Form CG 2010 (July 2004 Edition) or its equivalent, and products and completed operations via
ISO Forms CG 2037 (July 2004 Edition) or its equivalent. Coverage shall be provided on primary
basis with no contribution by the Beneficiary's or the Foundation's liability insurance. All
additional insured endorsements shall be submitted for review and acceptance by the Foundation.
If additional insured status for the Beneficiary, the Foundation, and their respective officers and
employees, is not reasonably available for products and completed operations via ISO form CG
2037 (July 2004 Edition) or its equivalent, the Foundation may, at its sole discretion, waive such
requirement.
Commercial General Liability insurance purchased by the Subcontractor shall provide the
following minimum limits of liability and all coverages shall be maintained during and for at least
three years after final completion of the Subcontractor's work and at all times thereafter when
Subcontractor may be erecting, removing or replacing defective work or performing additional
Subcontractor Agreement
Page 9
work and shall at all times include coverage for the Beneficiary and Foundation as additional
insured as required above:
• $1,000,000 Each Occurrence Limit;
• $1,000,000 Personal & Advertising Injury - Per Person or Organization Limit
• $2,000,000 General Aggregate Limit
• $2,000,000 Products -Completed Operations Aggregate Limit
Automobile Liability Insurance for damages because of bodily injury, death of a person or property
damage arising out of ownership, maintenance or use of any motor vehicle and/or trailer that the
Subcontractor owns, hires, leases or borrows or any motor vehicle and/or trailer used on behalf of
the Subcontractor. Automobile Liability Insurance shall also provided coverage for:
• Any equipment that is subject to a compulsory or financial responsibility law or motor
vehicle insurance law in the state in which the equipment is principally garaged;
• Beneficiary and the Foundation as additional insured via ISO Form CA 20 48 or its
equivalent;
• All liability and/or responsibility assumed by the Subcontractor the Indemnity section of
this Agreement.
Such coverage shall provide minimum limits of $500,000 Each Accident - Combined Single Limit
and shall be maintained for the life of the Subcontract and at all times thereafter when
Subcontractor may be erecting, removing or replacing defective work or performing additional
work.
Umbrella Liability Insurance for damages because of bodily injury, property damage, personal and
advertising injury with, at minimum, the same terms and conditions as the Employers' Liability,
Commercial General Liability, and Automobile Liability insurance required by this Agreement
and arising out of the Subcontractor's work.
Umbrella Liability insurance shall include the Beneficiary, the Foundation, their respective
officers and employees, as additional insureds. Umbrella Liability insurance shall be written as
excess of Subcontractor's Employers' Liability, Commercial General Liability and Automobile
Liability Insurance ("underlying policies") and also shall be written to drop down and provide
primary insurance, including coverage for defense, for the Subcontractor in the event that an
aggregate limit in the underlying policies has been exhausted.
Such insurance purchased by the Subcontractor shall provide the following minimum limits of
liability and shall be maintained during and for at least three years after final completion of the
Subcontract Work and at all times thereafter when Subcontractor may be erecting, removing or
replacing defective work or performing additional work and shall at all times include coverage for
the Beneficiary and Foundation as additional insured as required above:
Subcontractor Agreement
Page 10
$1,000,000 Each Occurrence
$1,000,000 General Aggregate Limit
$1,000,000 Products -Completed Operations Aggregate Limit
Certificates of Insurance Certificates of insurance and supporting additional insured
endorsements acceptable to the Foundation, including any additional coverages and/or amounts of
coverage specified in Agreement, shall be filed with the Foundation prior to commencement of the
Subcontractor's work. These certificates by this Section shall contain a provision that coverages
afforded under the policies will not be canceled until at least 30 days' prior written notice has
been given to the Foundation. If any of the foregoing insurance coverages are required to remain
in force after final completion of the Subcontract, additional certificates evidencing continuation
of such coverage shall be submitted to the Foundation annually. The additional insureds shall be
designated on said certificate and shall include confirmation that the coverage for the additional
insureds is on a primary and non-contributory basis as required. Attached hereto is a sample
certificate.
Receipt of copies of insurance policies or certificates of insurance does not waive the Foundation's
right to enforce any terms of this Agreement.
Subcontractor shall require all its subcontractors to provide the same insurance as required of the
Subcontractor, including adding the Beneficiary and the Foundation as additional insureds where
required. As to the insurance required of the Subcontractor's subcontractor, the Subcontractor
agrees to obtain from their subcontractor's insurance Foundation (or authorized agent) certificates
of insurance as evidence of the required insurance, including the provision on the certificate of
insurance that all policies will not be canceled until at least 30 days' prior written notice has been
given to the Foundation. Such certificates of insurance shall be filed with and acceptable to the
Foundation prior to the execution of this Subcontract.
Failure of Subcontractor to provide the insurance set forth in this Section or any proof of insurance
as herein described may, at the option of the Foundation, result in the Subcontractor being
terminated for cause, or in lieu of such action the Foundation at its option shall have the right to
maintain all said insurance for and in the name of the Subcontractor and Subcontractor agrees to
pay for the cost thereof and Foundation may deduct such cost from monies otherwise due the
Subcontractor.
Initials: Foundation ; Subcontractor
Addendum to the Existing Subcontractor Agreement between Texas Trees
Foundation and MIG, Inc.
This document is in reference to an agreement dated August 22, 2022, between the TEXAS
TREES FOUNDATION ("Foundation"), located at 3000 Pegasus Park Drive Suite 740, Dallas,
TX 75247 and MIG, Inc. ("Subcontractor"), located at 317 Lexington Avenue Suite 2, San
Antonio, TX 78215.
May it be known that the undersigned parties, for good consideration, do hereby agree to make
the following addition outlined below. This addition shall be made valid as if included in the
original stated contract.
Specific Addition:
Right to Audit.
Subcontractor agrees that the City of Fort Worth ("City") shall, until expiration of three (3)
years after final payment of the subcontract, have access to and the right to examine at
reasonable times in Fort Worth, Texas any directly pertinent books, documents, papers and
records of such subcontractor involving transactions related 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 paragraph. City shall give subcontractor not less than
10 days written notice of any intended audits.
The parties reaffirm no other terms or conditions of the above -mentioned original contract not
herby otherwise modified or amended shall be negated or changed as a result of this here stated
addendum.
The original fully executed contract dated August 22, 2022, is attached and made a part of this
document.
This addendum is executed when addendum has been signed by all parties. Signatures
transmitted electronically shall have the same effect as original signatures.
By Texas Trees Foundation:
% *ette Monear Date
C/'CEO/President
Texas Trees Foundation
3000 Pegasus Park Drive, Suite 740
Dallas, Texas 75247
Signature:Sbv.�d>l
Email: allison.tidwell@fortworthtexas.gov
By MIG, Inc.:
b O,IG 2/28/23
Daniel S. Iacofono Date
CEO/President
MIG, Inc.
317 Lexington Avenue, Suite 2
San Antonio, TX 78215
2