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HomeMy WebLinkAboutContract 63306CSC No. 63306 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR GENERAL PROFESSIONAL SERVICES This agreement ("Agreement") is between the City of Fort Worth, a Texas home -rule municipality ("City"), and Columbia Strategic Consulting Group LLC, authorized to do business in Texas ("Consultant'), for a project generally described as: Railroad Agreement Support — Project No. 106269. Article I Scope of Services (1) Consultant hereby agrees to perform professional services as set forth in this Agreement and the Scope of Services, attached hereto as Attachment "A" ("Services"). These Services shall be performed in connection with the Project. (2) Additional services, if any, will be memorialized by an amendment to this Agreement. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of City, and shall be furnished to the City, prior to or at the time such services are completed, or upon termination or expiration of Agreement. Article II Compensation Consultant shall be compensated an amount up to $95,000.00 ("Contract Amount') in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor (including all benefits, overhead and markups), materials, supplies, and equipment necessary to complete the Services. Consultant shall provide monthly invoices to City. Payments for services rendered shall be made in accordance with the Texas Prompt Payment Act (Texas Government Code Ch. 2251). Acceptance by Consultant of said payment shall release City from all claims or liabilities under this Agreement for anything related to, performed, or furnished in connection with the Services for which payment is made, including any act or omission of City in connection with such Services. Article III Term Time is of the essence. The term of this Agreement shall commence on the Effective Date and shall continue until the expiration of the funds or completion of the subject matter pursuant to City of Fort Worth, Texas Railroad Agreement Support Standard Agreement for Professional Services 106269 RevWon Date: March 8, 2024 Page 1 of 8 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX the schedule, whichever occurs first, unless terminated in accordance with the terms of this Agreement. Unless specifically otherwise amended, the original term shall not exceed five years from the original effective date. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the work to be performed hereunder and of all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. Article V Professional Competence Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable, standards, codes, rules and/or regulations promulgated by local, state and national boards, bureaus and agencies. Approval to proceed by City of Consultant's work or work product shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its performance of the Services. Article VI Indemnification CONSULTANT, AT NO COST TO THE CITY, AGREES TO INDEMNIFYAND HOLD CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAYRELATE TO, ARISE OUT OF OR BE OCCASIONED BY CONSULTANT'S BREACH OF (i) ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITI9 OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT, Clty of Fort Worth, Texas Rallroad Agreement Support Standard Agreement for Professional Services 106269 Revision Date; March 8, 2024 Page 2 of 6 Article VII Insurance Consultant shall not commence work under this Agreement until it has obtained all insurance required under Attachment F and City has approved such insurance. Article VIII Force Majeure City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters, epidemics/pandemics, wars, riots, material or labor restrictions by any governmental authority and/or any other similar causes. Article IX Transfer or Assignment Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of City. Article X Termination of Contract (1) City may terminate this Agreement for convenience by providing written notice to Consultant at least 30-days prior to the date of termination, unless Consultant agrees in writing to an earlier termination date. (2) Either City or Consultant may terminate this Agreement for cause if either party fails to substantially perform, through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days after receipt of written notice or thereafter fails to diligently pursue the correction to completion. (3) If City chooses to terminate this Agreement, upon receipt of notice of termination by Consultant, Consultant shall discontinue Services on the date such termination is effective. City shall compensate Consultant for such services rendered based upon Article II of this Agreement and in accordance with Exhibit "B". Article XI Right to Audit (1) Consultant agrees that City shall, until the expiration of three (3) years after final payment under Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to Agreement. Consultant agrees that City shall have access during normal City of Fort Worth, Texas Railroad Agreement Support Standard Agreement for Professional Services 106269 Revision Date: March 8, 2024 Page 3 of 8 working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontractor agrees that City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor(s), involving transactions to the subcontract, and further, that City shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any subcontractor reasonable advance notice of intended audit. (3) Consultant and subcontractor(s) agree to photocopy such documents as may be requested by City. City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. Article XII Business Equity Participation City has goals for the full and equitable participation of minority business and/or women business enterprises in City contracts greater than $100,000. In accordance with City's Business Equity Ordinance No. 25165-10-2021 (as codified in Chapter 20, Article X of the City's Code of Ordinances, as amended, and any relevant policy or guidance documents), Consultant acknowledges the MBE and WBE goals established for this Agreement and its execution of this Agreement is Consultant's written commitment to meet the prescribed MBE and WBE participation goals. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. Article XIII Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees or its subcontractor(s). City of Fort Worth. Texas Railroad Agreement Support Standard Agreement for Professional Services 106269 Revision Date: March 8. 2024 Page 4 of 8 Article XIV Immigration Nationality Act Consultant shall verify the identity and employment eligibility of its employees and employees of all subcontractor(s) who perform work under Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Consultant shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under Agreement. Consultant shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Consultant employee who is not legally eligible to perform such services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Consultant, shall have the right to immediately terminate Agreement for violations of this provision by Consultant. Article XV Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. Agreement shall be construed in accordance with the laws of the State of Texas. Article XVI Contract Construction/No Waiver The parties acknowledge that each Party and, if it so chooses, its counsel, have reviewed and revised Agreement and that the normal rule of contract construction, to the effect that any ambiguities are to be resolved against the drafting party, must not be employed in the interpretation of Agreement or any amendments or exhibits hereto. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Article XVII Severability The provisions of Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or City of Fort Worth, Texas Railroad Agreement Support Standard Agreement for Professional Services 106269 Revision Date; March 8, 2024 Page 5 of 8 unconstitutional for any reason, the remainder of Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of Agreement to other persons or circumstances shall not be affected thereby and Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XVIII Notices Notices regarding Articles IX or X are to be provided to the other Party by hand -delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Kevin Isu Transportation and Public Works Department 100 Fort Worth Trail Fort Worth, Texas 76102 Consultant: Columbia Strategic Consulting Group LLC Attn: Andrew Johnsen 306 W. 7th Street, Suite 505 Fort Worth, TX 76102 All other notices may be provided as described above or via electronic means. Article XIX Prohibition On Contracts With Companies Boycotting Israel Consultant, unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if Consultant has 10 or more full time -employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that if Chapter 2271, Texas Government Code applies, Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. City of Fort Worth, Texas Railroad Agreement Support Standard Agreement for Professional Services 106269 Revision Date: March 8, 2024 Page 6 of 8 Article XX Prohibition on Boycotting Energy Companies Consultant acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Article XXI Prohibition on Discrimination Against Firearm and Ammunition Industries Consultant acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Article XXII Headings The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of Agreement. Article XXIII City of Fort Worth, Texas Railroad Agreement Support Standard Agreement for Professional Services 106269 Revision Date: March 8, 2024 Page 7 of 8 Attachments, Schedules and Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of Agreement: Attachment A - Scope of Services Attachment B — Compensation Attachment C - Changes to Agreement Attachment D - Project Schedule Attacahme-Rt €- L-eeafiGn-map Attachment F — Insurance Requirements Duly executed by each party's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY: CITY OF FORT WORTH Jesica McEachern Assistant City Manager Date: 05/16/25 o 4iOAT Q➢ tl,o!ooao �yo9�0 ATTEST: Qp ,p /� .J6kXZStvt�� pp*6o OdnI nEaa544 Jannette Goodall City Secretary APPROVED AS TO FORM AND LEGALITY BY: Douglas Black (May 14, 202513:35 CDT) Douglas W Black Sr. Assistant City Attorney City of Fort Worth, Texas Standard Agreement for Professional Services Revision Date: March 8, 2024 Page 8 of 8 BY: CONSULTANT Columba Strategic Consulting Group LLC Andrew K. Johnse Founding Partner/ CEO Date: �/ 17/ �,�; M&C No.: N/A M&C Date: N/A Railroad Agreement Support 1a6269 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ATTACHMENT A Scoae for Railroad Advisory Services Railroad Professional Services The scope set forth herein defines the work to be performed by the Consultant in completing the project. Both the City and Consultant have attempted to define the work to be performed and address the needs of the Project. 107011=10 0LVAA The objective of the project to be completed under the Task Order agreement is to assist the City with preparing for and negotiation -of railroad crossing agreement issues the City is presently experiencing with one ormore railroads throughout the City. Work under this agreement includes, but is not limited to, strategic planning and advice, engagement with railroad representatives on topics related to rail crossing agreement issues, development of recommendations strategies for negotiating crossing agreement issues, and other matters that the City and Consultant agree to pursue. WORK TO BE PERFORMED The Consultant hereby agrees to provide and perform professional services on a task order basis as may be requested by the City during the term of this AGREEMENT in the following categories: 1. Review railroad crossing license agreement issues, including but not limited to: • Proposed maintenance agreement language and any historical perspective; • Fees and fee structure applied by railroads: how they are determined, how they compare, how they are applied across states and other jurisdictions, and related inquiry; • Assembly of facts to support the development of options for negotiation of maintenance fee, such as other crossing maintenance agreement provisions (including fees) currently in place by other railroads, average annual crossing maintenance costs incurred by railroads; and similar, related data; 2. Identification and development of strategies for future negotiation of railroad crossing agreement issues, including: • Development of strategic options for the City's consideration; • Assembly of data to support evaluation of the options; • Assist the City in assessing the implications of pursuing various options; • Other related tasks to support the City in determining the best course of action; 3. Engagement with railroad representatives for the purpose of negotiation of ongoing railroad crossing agreement and related issues, including: • Initial outreach to senior railroad representatives, discussion of issues and information gathering; • Subsequent engagement to assess possible options and alternatives; • Participation with City and railroad representatives in negotiations on crossing agreement topics and issues; 4. As needed, development and possible pursuit of alternative options and strategies for negotiating ongoing railroad crossing agreement issues: To be developed and considered based on the progress achieved in securing satisfactory results with work areas 1-3. Factors include regional and statewide impacts of crossing agreement provisions. Work under this agreement will be performed in coordination with the City and the Consultant, generally under a Task Order basis. If a schedule for tasks is required, one will be attached as Attachment "D". ATTACHMENT B COMPENSATION Railroad Advisory Services Compensation A The Consultant shall be compensated in an hourly, not -to -exceed amount up to $95,000.00 for personnel time, non -labor expenses, and subcontract expenses in performing services enumerated in Attachment A as follows: i. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Cateaory Rate indicated below. Labor Cateaory Rate as presented in the rate schedule table below is the rate for each labor category performing the work and includes all direct salaries, overhead, and profit. Labor Category Rate ($/hour) Railroad Expert $375.00 ii. Non -Labor Expenses. Non -labor expenses shall be reimbursed as Direct Expenses at invoice or internal office cost. Direct Exoenses (non -labor) include, but are not limited to, mileage, travel and lodging expenses, mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. iii. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost to CONSULTANT plus a markup of ten percent (10%). iv. Budgets. CONSULTANT will make reasonable efforts to complete the work within the budget and will keep the CITY informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. ATTACHMENT B COMPENSATION If Consultant projects, in the course of providing the necessary services, that the project cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions, the Consultant shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. When any budget has been increased, Consultant's excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. The Consultant shall be paid monthly payments as described in Section II - Method of Payment. Method of Payment A. The Consultant shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the Consultant, based on the actual hours and costs expended by the Consultant in performing the work. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the Consultant. C. The Consultant shall prepare and submit invoices in the format and including content as presented in Exhibit B-1. D. Payment of invoices will be subject to certification by the City that such work has been performed. Progress Reports A. The Consultant shall prepare and submit to the designated representative of the Transportation and Public Works Department monthly progress reports and schedules in the format required by the City. ATTACHMENT B COMPENSATION IV. Summary of Total Project Fees Firm Primary Responsibility Prime Consultant Columbia Strategic Railroad Professional Services Consulting Group LLC Proposed MBE/SBE Sub -Consultants n/a Non-MBE/SBE Consultants TOTAL Fee Amount I % $95,000.00 1 100.0% 0.0% $95,000.00 100% Proiect Number & Name Total Fee MBE/SBE Fee I MBE/SBE % 106269 Railroad Professional Services $95,000.00 $0.00 I 0.0% City MBE/SBE Goal = 0% Consultant Committed Goal = 0% EXHIBIT "B-1" CONSULTANT INVOICE (Supplement to Attachment B) Invoicing of services rendered will be provided monthly, and provide a basic summary of work performed. 5 ATTACHMENT "C" CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Railroad Advisory Services No proposed changes to the Standard Agreement. Attachment D - Project Schedule The project schedule will be determined through coordination with the City and the Consultant, and with the City's approval. Expediency is a priority. The schedule will be based on the Consultant's recommended strategy after review of railroad crossing agreement proposals, engagement with railroad senior managers, review of railroad actions at other locations, and consideration of alternative options. EXHIBIT F CITY OF FORT WORTH STANDARD INSURANCE REQUIREMENTS (1) INSURANCE LIMITS a. Commercial General Liability — Insured shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance as follows: $1,000,000 each occurrence $2,000,000 aggregate If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Project or location. City shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to City. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless City specifically approves such exclusions in writing. ii. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with Agreement. b. Business Auto — Insured shall maintain business auto liability and, if necessary, commercial umbrella liability insurance as follows: $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Such insurance shall cover liability arising out of "any auto", including owned, hired, and non -owned autos, when said vehicle is used in the course of Insured's business and/or the Project. If Insured owns no vehicles, coverage for hired or non -owned autos is acceptable. Insured waives all rights againstCity and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by Insured pursuant to this Agreement or under any applicable auto physical damage coverage, CFW Standard Insurance Requirements Page 1 of 3 Rev. 5.04.21 c. Workers' Compensation — Insured shall maintain workers compensation and employer's liability insurance and, if necessary, commercial umbrella liability insurance as follows: Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by Insured pursuant to this Agreement. d. Professional Liability (Errors & Omissions) — Insured shall maintain professional liability insurance as follows: $1,000,000 - Each Claim Limit $2,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be written on a claims -made basis, and maintained for the duration of the contractual agreement and for five (5) years following completion of services provided. The policy shall contain a retroactive date prior or equal to the Effective Date 'of the Agreement or the first date of services to be performed, whichever is earlier. An annual certificate of insurance shall be submitted to City to evidence coverage. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that Insured has obtained all required insurance shall be attached to Agreement concurrent with its execution. Any failure to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. b. Applicable policies shall be endorsed to name City as an Additional Insured, as its interests may appear, and must afford the City the benefit of any defense provided by the policy. The term City shall include its employees, officers, officials, and agents as respects the contracted services. Applicable policies shall each be endorsed with a waiver of subrogation in favor of City with respect to the Project. Certificate(s) of insurance shall document that insurance coverage limits specified in this Agreement are provided under applicable policies documented thereon. Insured's insurance policy(s) shall be endorsed to provide that said insurance is primary protection and any self -funded or CFW Standard Insurance Requirements Page 2 of 3 Rev. 5.04.21 commercial coverage maintained by City shall not be called upon to contribute to loss recovery. Insured's liability shall not be limited to the specified amounts of insurance required herein. d. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. City must approve in writing any alternative coverage for it to be accepted. e. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be provided to City. A ten (10) days' notice shall be acceptable in the event of non-payment of premium. f. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VII or equivalent measure of financial strength and solvency as determined by the City's Risk Management division. g. Any deductible or self -insured retention in excess of $25,000 that would change or alter the requirements herein is subject to approval in writing by City, if coverage is not provided on a first -dollar basis. City, at its sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to City. h. In the course of the Agreement, Insured shall report, in a timely manner, to City's Risk Management Department with additional notice to the Contract Compliance Manager, any known loss or occurrence which could give rise to a liability claim or lawsuit against City or which could result in a property loss. i. City shall be entitled, upon its request and without incurring expense, to review Insured's insurance policies including endorsements thereto and, at City's discretion, Insured may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims - made basis, shall contain a retroactive date coincidentwith or priorto the date of this Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims -made. k. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Project until final payment and termination of any coverage required to be maintained after final payments. I. City shall not be responsible for the direct payment of any insurance premiums required by Agreement. m. Subcontractors of Insured shall be required by Insured to maintain the same or reasonably equivalent insurance coverage as required for Insured. Upon City's request, Insured shall provide City with documentation thereof. CFW Standard Insurance Requirements Page 3 of 3 Rev. 5.04.21 �--, FORTWORTH© Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE: Columbia "Railroad Fee Assistance" Professional Services Contract M&C: N/A Date: 4-3-2025 CPN: N/A CSO: DOC#: I To: Name Department Initials Date Out 1. Tai Nguyen TPW - initial TN 4-3-2025 2 Kevin Isu TPW - initial gtti: y--T-ZoZ$ 3. Doug Black Legal - signature Douglas Black 05/14/25 4. Kelly Porter TPW - initial (/� 7 �� -zo 2 S 5. Lauren Prieur TPW - initial LP 05/2/25 6. Jesica McEachern ACM - signature 05/16/25 Jannette Goodall CSO - signature „ e 05/19/25 Remarks: - Executing $95,000.00 contract with Columbia Strategic Consulting Group LLC to negotiate the Citywide Railroad Maintenance Fee contract with the railroads. NEEDS TO BE NOTARIZED: ❑YES ❑No RUSH: [-]YES ®No SAME DAY: ❑YES ®No NEXT DAY: ❑YES []No ROUTING TO CSO: ®YES No Action Required: ❑ Attach Signature, Initial and Notary Tabs ❑ As Requested ❑ For Your Information ® Signature/Routing and or Recording ❑ Comment ❑ File Certificate of Insurance Return To: Tai.nguven(c�fortworthtexas.p-ov at ext. Thank you! 2359 for pick up when completed.