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HomeMy WebLinkAboutContract 62433 (2)City Secretary Contract No. 62433 CONSTRUCTION MANAGEMENT ASSISTANCE SERVICES AGREEMENT FOR INTERMODAL PARKWAY BETWEEN THE CITY OF FORT WORTH AND HILLWOOD ALLIANCE SERVICES, LLC This CONSTRUCTION MANAGEMENT ASSISTANCE SERVICES AGREEMENT FOR INTERMODAL PARKWAY ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation situated in portions of Tarrant, Denton, Johnson, Parker and Wise Counties, Texas, acting by and through its duly authorized Assistant City Manager, and Hillwood Alliance Services, LLC ("HAS"), a Texas limited liability company, acting by and through its duly authority representative. City and HAS are each individually referred to herein as a "party" and collectively referred to as the "parties." WHEREAS, City desires to construct approximately 5,300 linear feet of four lanes of Intermodal Parkway, a future six -lane divided arterial, from old FM 156 West, through the new FM 156 and Intermodal Parkway intersection, to the main entry of the BNSF Intermodal Facility ("Roadway Improvements"); and WHEREAS, the Roadway Improvements include the construction of two new westbound lanes of Intermodal Parkway, consisting of approximately 5,300 linear feet from old FM 156 West, through the new FM 156 and Intermodal Parkway intersection, to the main entry of the BNSF Intermodal Facility ("Westbound Lane Improvements"); and WHEREAS, the Roadway Improvements also include the demolition and reconstruction of the existing eastbound lanes of Intermodal Parkway, consisting of approximately 5,300 linear feet from the main entry of the BNSF Intermodal Facility, through the new FM 156 and Intermodal Parkway intersection, to old FM 156 West ("Eastbound Lane Improvements"); and WHEREAS, HAS shall provide City with construction assistance services for the design and construction of the Roadway Improvements at no cost to the City; and WHEREAS, HAS, to the extent not already dedicated, shall dedicate all necessary right- of-way and easements, both temporary and permanent, on land owned by HAS for the Roadway Improvements; and WHEREAS, HAS shall fund all design costs for the Roadway Improvements and City shall provide HAS with transportation impacts fee credits for the portion of the design that is eligible to receive impact fee credits; and WHEREAS, City shall hire the contractors and pay for the cost of constructing the Roadway Improvements, including using funds received from Tarrant County for the Eastbound Lane Improvements; OFFICIAL RECORD CITY SECRETARY CONSTRUCTION ASSISTANCE SERVICES AGREEMENT FT. WORTH, Tx Page 1 of 12 FOR INTERMODAL PARKWAY BETWEEN THE CITY OF FORT WORTH AND HILLWOOD ALLIANCE SERVICES, LLC NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein, the City and HAS do hereby agree as follows: Scope of Services HAS shall provide City with construction assistance services during the design, procurement, and construction of the Roadway Improvements ("Services") as more specifically described in the Scope of Services, which is attached hereto as Exhibit A and incorporated herein for all purposes. HAS shall perform the Services in accordance with standards in the industry for the same or similar services and all applicable federal, state, and local laws, rules, and regulations. 2. Term This Agreement shall begin on November 5, 2024 ("Effective Date") and shall expire on August 31, 2026 (`Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. 3. Consideration HAS shall not receive any monetary compensation from the City for performing the Services. HAS and City agree that the benefits received by each party due to the ability to construct the Roadway Improvements in an expedited manner as a result of this Agreement provide each party with adequate consideration for this Agreement. 4. Termination 4.1. Written Notice. City or HAS 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 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period to fund the City's obligations in this Agreement, City will notify HAS of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, HAS 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, HAS shall provide the City with copies of all completed or partially completed documents prepared under this Agreement and in HAS's possession or control. In the event HAS has received access to City information or data as a requirement to perform the Services hereunder, HAS shall return all City provided data to the City in a machine-readable format or the format in which it was received by HAS. 5. Design of Roadway Improvements HAS shall pay for all design costs for the Roadway Improvements, including but not CONSTRUCTION ASSISTANCE SERVICES AGREEMENT Page 2 of 12 FOR INTERMODAL PARKWAY BETWEEN THE CITY OF FORT WORTH AND HILLWOOD ALLIANCE SERVICES, LLC limited to any designs associated with change orders, any construction phases engineering services and any response to Requests for Information (RFI) from the contractor, and shall provide City with all engineering drawings and documents provided to HAS by the design consultants in connection with construction of the Roadway Improvements (the "Design Documents"). The Design Documents shall comply with the City of Fort Worth's design standards for similar roadway types. City shall provide HAS with transportation impact fee credits for the Westport project for the portion of the design costs that are eligible to receive transportation impact fee credits. City has reviewed and accepted the design for the Roadway Improvements that was prepared by the design consultants. By execution of a separate instrument, HAS shall partially assign to City its agreement withWestwood Professional Services, Inc. ("Westwood"). for engineering services for the Project. HAS shall remain liable to Westwood for all fees and payments due to Westwood as set forth in the assignment. 6. Easements 6.1 To the extent not already dedicated, HAS or its affiliates shall dedicate all necessary rights - of -way and easements, both temporary and permanent, on land owned by HAS or its affiliates for the Roadway Improvements. 6.2 The City will assist HAS with obtaining additional easements necessary for the construction of the Roadway Improvements. City and HAS agree that all temporary construction easements necessary for the Project have been negotiated with the property owners and no fees are required to be paid to the property owners by HAS or City. 7. Construction of Roadway Improvements 7.1 City shall contract with the construction contractors that are selected to construct the Roadway Improvements. The contractors must meet City's requirements for pre -qualification, insurance, licenses and bonding. The contractors must be selected through public procurement in accordance with Texas law. Contractors may be selected through competitive sealed proposals (best value). All proposals will be opened at City Hall and the City Council must approve the construction contracts. The City's Diversity and Inclusion Office shall establish the minority and women business enterprise requirements for the construction of the Roadway Improvements. 8. Funding of Construction Costs and Fees 8.1 City will fund the construction costs for the Roadway Improvements and will pay the construction contractors for constructing the Roadway Improvements. City shall pay all costs for material testing and inspection for the construction of the Project. The City has appropriated $19,770,642.00for the Roadway Improvements. 8.2 HAS will not be required to provide a financial guarantee for the Roadway Improvements. 9. Right to Audit HAS agrees that the City shall, until the expiration of three (3) years after expiration of this CONSTRUCTION ASSISTANCE SERVICES AGREEMENT Page 3 of 12 FOR INTERMODAL PARKWAY BETWEEN THE CITY OF FORT WORTH AND HILLWOOD ALLIANCE SERVICES, LLC Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of HAS involving transactions relating to this Agreement at no additional cost to the City. HAS agrees that the City shall have access during normal working hours to HAS's office at 9800 Hillwood Parkway, Suite 300, Fort Worth, Texas 76177, 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 HAS not less than 10 days written notice of any intended audits. 10. Independent Contractor It is expressly understood and agreed that HAS 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, HAS 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 and employees. HAS acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and HAS, its officers, agents, servants and employees. HAS further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and HAS. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of HAS or any officers, agents, servants, or employees of HAS. Neither HAS, nor any officers, agents, servants or employees of HAS shall be entitled to any employment benefits from the City. HAS shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers and employees. 11. [Omitted] 12. Assignment and Subcontracting Except as otherwise permitted in this Agreement, HAS shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City and on terms and conditions acceptable to HAS, the City and the assignee. HAS previously entered into a contract with Peloton Land Solutions, Inc. for design services for the Roadway Improvements (the "Design Contract"). The Design Contract will be assigned to Westwood Profesional Services, Inc. and HAS HAS shall partially assign the Design Contract to the City. The City consent to the Design Contract. 13. Insurance 13.1 HAS shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1. Commercial General Liability with a combined limit of not less than $1,000,000 per occurrence and $2,000,000 aggregate limit. CONSTRUCTION ASSISTANCE SERVICES AGREEMENT Page 4 of 12 FOR INTERMODAL PARKWAY BETWEEN THE CITY OF FORT WORTH AND HILLWOOD ALLIANCE SERVICES, LLC The Commercial General Liability Insurance policies shall provide "X", "C", and "U" coverages. Verification of such coverage must be shown in the Remarks Article of the Certificate of Insurance. 2. Automobile Liability: A commercial business policy shall provide coverage on "Any Auto", defined as auto owner, hired and non -owned and shall be in an amount not less than the following amounts: $1,000,000 each accident on a combined single limit basis. Split limits are acceptable if limits are at least: $250,000 Bodily Injury per person/ $500,000 Bodily Injury per accident / $100,000 Property Damage 3. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 13.2 General Insurance Requirements: 1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted Services. 2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 3. Omitted. 4. 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. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that HAS has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division promptly after execution of this Agreement. 14. Compliance with Laws, Ordinances, Rules and Regulations HAS agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations in its providing the Services under this Agreement. If the City notifies HAS of any violation of such laws, ordinances, rules or regulations, HAS shall immediately desist from and correct the violation. 15. Non -Discrimination Covenant CONSTRUCTION ASSISTANCE SERVICES AGREEMENT Page 5 of 12 FOR INTERMODAL PARKWAY BETWEEN THE CITY OF FORT WORTH AND HILLWOOD ALLIANCE SERVICES, LLC HAS, as part of the consideration herein, agrees that in the performance of HAS'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 HAS, HAS agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 16. Notices 16.1 Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered to the other party when (1) hand -delivered. (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: TO HAS: Transportation & Public Works Dept. Hillwood Alliance Services, LLC Attn: Bradley Radovich Attn: Eric Elrod City of Fort Worth 9800 Hillwood Parkway, Suite 300 200 Texas Street Fort Worth, TX 76177 Fort Worth TX 76102 With copies to: City Manager's Office City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 City Attorney's Office City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 With copy to: Hillwood Alliance Services, LLC Attn: Associate General Counsel 9800 Hillwood Parkway, Suite 300 Fort Worth, TX 76177 16.2 In addition to formal notices and approvals received from the City by HAS in accordance with the foregoing, HAS may also rely upon approvals, directions, and other communications given by Patricia Wadsack„ the City's Assistant Director of the Transportation and Public Works Department for the Roadway Improvements. Any notice of default or termination must be provided by one party to the other party in accordance with subsection 16. L 17. Governmental Powers and Immunities With respect to any claims from any person or entity that is not a party executing this Agreement, it is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. CONSTRUCTION ASSISTANCE SERVICES AGREEMENT Page 6 of 12 FOR INTERMODAL PARKWAY BETWEEN THE CITY OF FORT WORTH AND HILLWOOD ALLIANCE SERVICES, LLC 18. No Waiver The failure of the City or HAS 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 HAS's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 19. 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. 20. 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. 21. Force Majeure The City and HAS shall exercise commercially reasonable efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 22. 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. 23. Review of Counsel The parties acknowledge that each party and its counsel have reviewed this Agreement and that the 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. 24. 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 CONSTRUCTION ASSISTANCE SERVICES AGREEMENT Page 7 of 12 FOR INTERMODAL PARKWAY BETWEEN THE CITY OF FORT WORTH AND HILLWOOD ALLIANCE SERVICES, LLC of each party. 25. 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 HAS, 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. 26. 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. 27. Immigration & Nationality Act The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. HAS shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Upon request by City, HAS shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all HAS employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. HAS shall establish appropriate procedures and controls so that no Services will be performed by any HAS employee who is not legally eligible to perform such services. HAS shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by HAS. 28. Third Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City and HAS, and their lawful successors or assigns, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 29. Limitation of HAS's Responsibility. Notwithstanding anything in this Agreement to the contrary, HAS shall not be responsible for providing professional services that fall within the scope of services customarily performed by professionals such as architects, engineers, lawyers and/or accountants. Other than as expressly provided in this Agreement, HAS shall not be required to enter into agreements, obligations or CONSTRUCTION ASSISTANCE SERVICES AGREEMENT Page 8 of 12 FOR INTERMODAL PARKWAY BETWEEN THE CITY OF FORT WORTH AND HILLWOOD ALLIANCE SERVICES, LLC other undertakings in its own name to fulfill HAS's obligations under this Agreement. In addition, the parties acknowledge and agree that: 29.1 HAS's duties and responsibilities hereunder with respect to the Services and the Roadway Improvements consist only inassisting with arranging and coordinating the planning, design, construction and completion of the Roadway Improvements in accordance with the terms of this Agreement. 29.2 HAS is not itself preparing any architectural or engineering plans, designs, specifications or performing any construction required for the development or completion of the Roadway Improvements, and HAS is not responsible for the means and methods of design or construction of the Roadway Improvements. Additionally, the City is not itself preparing the engineering plans, designs, specifications or performing any construction required for the development or completion of the Roadway Improvements, and City is not responsible for the means and methods of design or construction of the Roadway Improvements. The City's review of the engineering plans is limited to ensuring that the engineering plans prepared by Peloton Land Solutions comply with the City's policies, specifications, and requirements. City makes no guarantee that the design of the Roadway Improvements shall comply with any future plans HAS, or its affiliates, have for Intermodal Parkway and the surrounding area. Neither City nor HAS represent or believe that the Roadway Improvements were designed to meet any specifications to allow for additional lanes to be built for autonomous vehicles or technology to support autonomous vehicles, including utility adjustments. NOTWITHSTANDING ANYTHING TO THE CONTRARYHEREIN, CITYSHALL NOT BE LIABLE TO HAS, ITS AFFILIATES, OR ANY THIRD PARTYFOR ENSURING THAT THE DESIGNAND CONSTRUCTION OF THE ROADWAY IMPROVEMENTS, INCLUDING THE ROADWAY ALIGNMENT AND UILITY ADJUSTMENTS, MEET ANY REQUIREMENTS NECESSARY FOR FUTURE CONSTRUCTION OFA UTONOMOUS VEHICLE LANES AND EQUIPMENT OR THAT THE ROADWAY IMPROVEMENTS WILL BE CONSTRUCTED BY ANY SPECIFICDEADLINE. 29.3 HAS is not a guarantor or insurer of any work to be performed by any other party in connection with the planning, design, construction and completion of the Roadway Improvements; and HAS is not responsible for, and will not be liable for, any work, act, omission, negligence, gross negligence or intentional misconduct of any other party employed by the City or performing work for the City in connection with the Roadway Improvements. 29.4 HAS's participation, if any, in the preparation of any budgets or schedule for the Roadway Improvements, and revisions and supplements thereto, and in the preparation of any cost or time projections which may be desired in connection with any budgets or schedule, shall not in any way be construed as guaranteeing the figures or results shown in any such budgets or projections or the time periods for completion of the Roadway Improvements (or portions thereof) in accordance with the terms of any such schedule or time projections. 29.5 HAS shall have no obligation for Roadway Improvements costs (other than HAS's obligation to fund design costs as set forth in sections 5 and 12 above). CONSTRUCTION ASSISTANCE SERVICES AGREEMENT Page 9 of 12 FOR INTERMODAL PARKWAY BETWEEN THE CITY OF FORT WORTH AND HILLWOOD ALLIANCE SERVICES, LLC EXECUTED to be effective on the date set forth in Section 2. CITY OF FORT WORTH: C>5�-� Jesica McEachern Assistant City Manager Date: Dec 6, 2024 Recommended by: L—d� f` 2GQ.Ll4' Lauren Prieur (Dec 4, 202412:57 CST) Lauren Prieur, PE Director, Transportation and Public Works Department APPROVED AS TO FORM AND LEGALITY: Richard McCracken (Dec 5, 2024 22:04 CST) Richard A. McCracken Sr. Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: N/A ATTEST: A .s Jannette S. Goodall City Secretary Date: Dec 9, 2024 d44004q v 40 FORT*o9��� OVe gSo a�'GanTEJ(AScop HILLWOOD ALLIANCE SERVICES, LLC �!'Gfi EC�as7 Eric Elrod (Dec 4, 2024 09:34 CST) Name: Eric Elrod Title: Senior VP Date: Dec 4, 2024 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. Bradley Radovich, PE Transportation and Public Works Department OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CONSTRUCTION ASSISTANCE SERVICES AGREEMENT Page 10 of 12 FOR INTERMODAL PARKWAY BETWEEN THE CITY OF FORT WORTH AND HILLWOOD ALLIANCE SERVICES, LLC EXHIBIT A SCOPE OF SERVICES HAS shall provide City with construction assistance services during the design and construction of the Roadway Improvements. HAS's role is only advisory in nature as City shall hire the contractors that will construct the Roadway Improvements. Except as otherwise provided herein, City shall be the final decision maker with regard to the construction of the Roadway Improvements. HAS shall not communicate directly with the contractors hired by the City to construct the Roadway Improvements. The Services include, but are not necessarily limited to, the following: a) Provide City representation for the entire design and provide assistance to the City for construction phase. b) Assist with scheduling and coordination during design, bidding and selection of contractor. c) Endeavor to develop consensus with project stakeholders for sequencing of work. d) Participate in planning sessions, project conferences, design and construction progress meetings as necessary. e) Assist with preparing various prime contractor bid packages. f) Assist with preparation of bid documents, pre -bid meetings, post -bid meetings and evaluation of trade contractor bids. g) Assist with entitlement and permitting related issues. HAS will assist with the advertisement for the construction contractors. Low bid or best value is allowed. HAS may and City staff must participate on best value selection committee. Best Value Selection Committee participants will be appointed by TPW which will include HAS's staff. It is anticipated that HAS will provide three participants for the Best Value Selection Committee. Evaluation criteria will be developed by HAS and City staff and must be approved by the City Attorneys' Office. All public bids will be opened at City Hall. HAS will coordinate with franchise utilities to identify and coordinate utilities impacted by the Roadway Improvements prior to advertising the construction contract. City will provide written assistance to obtain approvals if requested. HAS will use commercially reasonable efforts to obtain necessary letters of no objection from impacted franchise utilities; provided, however, if such letters are not provided, the City can elect to waive the requirement to provide the such letters to avoid delays in construction start. HAS will publish and issue all necessary public notifications necessary for the Roadway Improvements, except for any required notices of public hearings. City will review and approve all notifications as part of standard protocols. HAS will include the following language on all public notices, web pages, and on -site signage related to the project: "This project is funded by the City of Fort Worth and the Tarrant County CONSTRUCTION ASSISTANCE SERVICES AGREEMENT Page 11 of 12 FOR INTERMODAL PARKWAY BETWEEN THE CITY OF FORT WORTH AND HILLWOOD ALLIANCE SERVICES, LLC Commissioners Court through the Tarrant County 2021 Transportation bond Program." HAS will coordinate with BNSF Railway Company ("BNSF") to obtain necessary approvals for the Roadway Improvements adjacent to BNSF facilities. HAS will coordinate with Texas Department of Transportation ("TxDOT") to obtain necessary approvals and permits for the Roadway Improvements adjacent to TxDOT facilities and right-of-way. City will provide letters of support or approval as necessary to encourage said third party approvals and accelerate the Roadway Improvements. In the event the necessary approvals from BNSF cannot be obtained for paving within the BNSF right-of-way, the scope of work will be modified to remove paving within BNSF right-of-way. CONSTRUCTION ASSISTANCE SERVICES AGREEMENT Page 12 of 12 FOR INTERMODAL PARKWAY BETWEEN THE CITY OF FORT WORTH AND HILLWOOD ALLIANCE SERVICES, LLC POLICY NUMBER: 6004-0306 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL NOTICE OF CANCELLATION OR MATERIAL CHANGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to include the following additional condition: In the event that we cancel this policy for any reason, other than for the nonpayment of premium, or in the event of a material change that reduces or restricts the insurance afforded by this policy, we will provide advance written notice of such cancellation or material change to the entity(ies) or individual(s) shown in the Schedule below in accordance with the number of days stated. SCHEDULE Entity or Individual Address On file with agent On file with agent IMortgagees - On file with aqent On file with aqent Z-GL 00042 00 (12/16) Page 1 of 1 Number of Days Advance Written Notice of Cancellation (Other Than Nonpayment of Premium) 30 10 - for nonpayment POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Any owner, lessee, or contractor whom you have agreed to include as an additional insured under a fully executed written contract or written agreement, provided that such was executed prior to an "occurrence", loss, injury or damage. Location And Description Of Completed Operations All Locations of the Named Insured Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization against whom you have agreed to waive your right of recovery in a fully executed written contract or written agreement, provided such contract or agreement was executed prior to the date of the "occurrence", loss, injury or damage. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 ❑ 103332-CNAG-Construction Management Assistance Services Agreement for Intermodal Parkway Final Audit Report 2024-12-12 Created: 2024-12-03 By: Andrea Munoz (Andrea. Munoz@fortworthtexas.gov) Status: Canceled / Declined Transaction ID: CBJCHBCAABAAdtid20Z3MNaCxwJcbV5aGSNxxtmm_3gq "103332-CNAG-Construction Management Assistance Services Agreement for Intermodal Parkway" History Document created by Andrea Munoz (Andrea.Munoz@fortworthtexas.gov) 2024-12-03 - 9:16:49 PM GMT- IP address: 204.10.90.100 Document emailed to eric.elrod@hillwood.com for signature 2024-12-03 - 9:24:47 PM GMT Email viewed by eric.elrod@hillwood.com 2024-12-03 - 9:31:00 PM GMT- IP address: 107.116.185.35 == Signer eric.elrod@hillwood.com entered name at signing as Eric Elrod 2024-12-04 - 3:34:23 PM GMT- IP address: 136.226.101.29 -<, Document e-signed by Eric Elrod (eric.elrod@hillwood.com) Signature Date: 2024-12-04 - 3:34:25 PM GMT - Time Source: server- IP address: 136.226.101.29 Document emailed to Bradley Radovich (Bradley.Radovich@fortworthtexas.gov) for signature 2024-12-04 - 3:34:27 PM GMT Email viewed by Bradley Radovich (Bradley.Radovich@fortworthtexas.gov) 2024-12-04 - 3:41:42 PM GMT- IP address: 204.10.90.100 =„ Document e-signed by Bradley Radovich (Bradley.Radovich@fortworthtexas.gov) Signature Date: 2024-12-04 - 3:41:53 PM GMT - Time Source: server- IP address: 204.10.90.100 Document emailed to Donnette Murphy (donnette.murphy@fortworthtexas.gov) for approval 2024-12-04 - 3:41:54 PM GMT FORT WORTHS 1 POHeY"r Adobe Acrobat Sign ,) Email viewed by Donnette Murphy (don nette.murphy@fortworthtexas.gov) 2024-12-04 - 5:11:47 PM GMT- IP address: 208.184.124.181 &0 Document approved by Donnette Murphy (donnette.murphy@fortworthtexas.gov) Approval Date: 2024-12-04 - 5:24:02 PM GMT - Time Source: server- IP address: 208.184.124.181 P'+ Document emailed to Lauren Prieur (Lauren.Prieur@fortworthtexas.gov) for signature 2024-12-04 - 5:24:04 PM GMT ,) Email viewed by Lauren Prieur (Lauren.Prieur@fortworthtexas.gov) 2024-12-04 - 5:24:35 PM GMT- IP address: 107.77.196.138 6© Document e-signed by Lauren Prieur (Lauren.Prieur@fortworthtexas.gov) Signature Date: 2024-12-04 - 6:57:27 PM GMT - Time Source: server- IP address: 107.77.196.138 P4 Document emailed to Richard McCracken (Richard.McCracken@fortworthtexas.gov) for signature 2024-12-04 - 6:57:29 PM GMT 5 Email viewed by Richard McCracken (Richard.McCracken@fortworthtexas.gov) 2024-12-04 - 10:22:20 PM GMT- IP address: 208.184.124.181 &0 Document e-signed by Richard McCracken (Richard.McCracken@fortworthtexas.gov) Signature Date: 2024-12-06 - 4:04:23 AM GMT - Time Source: server- IP address: 204.10.90.100 P+ Document emailed to Jesica McEachern aesica.mceachern@fortworthtexas.gov) for signature 2024-12-06 - 4:04:25 AM GMT GS© Document e-signed by Jesica McEachern aesica.mceachern@fortworthtexas.gov) Signature Date: 2024-12-06 - 10:48:47 PM GMT - Time Source: server- IP address: 208.184.124.181 AR Document approval automatically delegated to Katherine Cenicola (Katherine.Cenicola@fortworthtexas.gov) by Ronald Gonzales (Ronald.Gonzales@fortworthtexas.gov) 2024-12-06 - 10:48:48 PM GMT P-► Document emailed to Katherine Cenicola (Katherine.Cenicola@fortworthtexas.gov) for approval 2024-12-06 - 10:48:49 PM GMT �-. Document emailed to Ronald Gonzales (Ronald.Gonzales@fortworthtexas.gov) for approval 2024-12-06 - 10:48:49 PM GMT Email viewed by Katherine Cenicola (Katherine.Cenicola@fortworthtexas.gov) 2024-12-06 - 10:49:09 PM GMT- IP address: 208.184.124.181 &0 Document approved by Katherine Cenicola (Katherine.Cenicola@fortworthtexas.gov) Approval Date: 2024-12-06 - 10:49:42 PM GMT - Time Source: server- IP address: 208.184.124.181 FORT WORTHS 1 Powered'y Adobe Acrobat Sign Document signing automatically delegated to Ronald Gonzales (Ronald.Gonzales@fortworthtexas.gov) by Jannette Goodall Oannette.goodall@fortworthtexas.gov) 2024-12-06 - 10:49:45 PM GMT Document signing automatically delegated to Katherine Cenicola (Katherine.Cenicola@fortworthtexas.gov) by Ronald Gonzales (Ronald.Gonzales@fortworthtexas.gov) 2024-12-06 - 10:49:45 PM GMT P+ Document emailed to Ronald Gonzales (Ronald.Gonzales@fortworthtexas.gov) for signature 2024-12-06 - 10:49:46 PM GMT P4 Document emailed to Katherine Cenicola (Katherine.Cenicola@fortworthtexas.gov) for signature 2024-12-06 - 10:49:46 PM GMT 12­4 Document emailed to Jannette Goodall Oannette.goodall@fortworthtexas.gov) for signature 2024-12-06 - 10:49:46 PM GMT d© Document e-signed by Jannette Goodall 0annette.goodall@fortworthtexas.gov) Signature Date: 2024-12-09 - 1:27:15 PM GMT - Time Source: server- IP address: 208.184.124.181 rt Form filling automatically delegated to Elisa Winterrowd (Elisa.Winterrowd@fortworthtexas.gov) by Allison Tidwell (allison.tidwell@fortworthtexas.gov) 2024-12-09 - 1:27:18 PM GMT P+ Document emailed to Elisa Winterrowd (Elisa.Winterrowd@fortworthtexas.gov) for filling 2024-12-09 - 1:27:19 PM GMT 12+ Document emailed to Allison Tidwell(allison.tidwell@fortworthtexas.gov) for filling 2024-12-09 - 1:27:19 PM GMT Sh LO Document declined by Elisa Winterrowd (Elisa.Winterrowd@fortworthtexas.gov) Decline reason: Good afternoon, I am unable to add the Contract Number because there is no text box. Please add the text box and resend to Allison Tidwell. -Thank you, Elisa 2024-12-12 - 8:38:58 PM GMT- IP address: 208.184.124.181 FORT WORTHS 1 POHeY"Y Adobe Acrobat Sign