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HomeMy WebLinkAboutContract 63738City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 1 of 15 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality ("CITY"), and IEA, Inc, authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: HROM – Project No. 106170. Article I Scope of Services The Scope of Services is set forth in Attachment A. Negotiated changes to this Agreement, if any, are included in Attachment C. Article II Compensation The ENGINEER's compensation shall be in the amount up to $259,188.00 as set forth 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. Engineer shall provide monthly invoices to City. The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in Attachment D to this AGREEMENT, to reasonably substantiate the invoices. Payments for services rendered shall be made in accordance with the Texas Prompt Payment Act (Texas Government Code Ch. 2251). Acceptance by Engineer 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. Unless otherwise terminated pursuant to Article VI. D. herein, this Agreement shall be for a term beginning upon the effective date, as described below, and shall continue until the expiration of the funds or completion of the subject matter contemplated herein pursuant to the schedule, whichever occurs first. Unless specifically otherwise amended, the original term shall not exceed five years from the original effective date. City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 2 of 15 Article IV Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative under this Agreement, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Designation of Engineer’s Personnel (1) The ENGINEER and CITY shall agree upon the designation of the ENGINEER’s “Project Manager” prior to starting work on contract. (2) ENGINEER shall inform CITY in writing of a proposed change to their designated project manager prior to making the change or immediately upon receiving notification that the designated project manager is separating employment with the ENGINEER. (3) ENGINEER shall provide resumes to the CITY of the proposed replacement project manager(s), who shall have similar qualifications and experience as the outgoing person, for review and approval. D. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 3 of 15 (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. E. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. F. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the contract documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the contract documents, nor shall anything in the contract documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 4 of 15 deviation from the contract documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the contract documents. G. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. H. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the contract documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are no other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 5 of 15 I. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. J. 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 the 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), Engineer acknowledges the MBE and WBE goals established for this Agreement and its execution of this Agreement is Engineer’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 the Engineer 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. K. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this contract. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER 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 ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article together with City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 6 of 15 subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to reproduce such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of hard copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. L. INSURANCE Engineer shall not commence work under this Agreement until it has obtained all insurance required under Attachment F and City has approved such insurance. M. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. N. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. O. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. P. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this Agreement was executed, the ENGINEER shall revise plans and specifications, as required, City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 7 of 15 at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this Agreement which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. Q. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment D to this AGREEMENT. Article V Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the project schedule prepared in accordance with Attachment D. City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 8 of 15 E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the project. G. Contractor Indemnification The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at the construction site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 9 of 15 (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this Agreement. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. I. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. J. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. Article VI General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 10 of 15 C. Force Majeure CITY and ENGINEER 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. D. Termination (1) This AGREEMENT may be terminated a.) by the City for its convenience upon 30 days' written notice to ENGINEER. b.) by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a.) Reasonable cost of reproduction or electronic storage of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b.) The reasonable time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all projected termination expenses. The CITY'S approval shall be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 11 of 15 commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. F. Indemnification The ENGINEER shall indemnify or hold harmless the CITY against liability for any damage committed by the ENGINEER or ENGINEER’s agent, consultant under contract, or another entity over which the ENGINEER exercises control to the extent that the damage is caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier.CITY is entitled to recover its reasonable attorney’s fees in proportion to the ENGINEER’s liability. G. Assignment ENGINEER shall not assign all or any part of this AGREEMENT without the prior written consent of CITY. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Tarrant County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Articles V.F., VI.B., VI.D., VI.F., VI.H., and VI.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this 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. ENGINEER agrees to defend, indemnify and hold harmless CITY and all of its officers, agents and employees from and against all City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 12 of 15 claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. K.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 ENGINEER 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 ENGINEER’s respective right to insist upon appropriate performance or to assert any such right on any future occasion. L.Immigration Nationality Act ENGINEER shall 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, ENGINEER shall provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. ENGINEER 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 ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this Agreement for violations of this provision by ENGINEER. M.Prohibition On Contracts With Companies Boycotting Israel ENGINEER unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if ENGINEER 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” City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 13 of 15 shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, ENGINEER certifies that ENGINEER’S signature provides written verification to the City that if Chapter 2271, Texas Government Code applies, ENGINEER: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. N.Prohibition on Boycotting Energy Companies ENGINEER 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, ENGINEER certifies that ENGINEER’s signature provides written verification to the CITY that ENGINEER: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. O.Prohibition on Discrimination Against Firearm and Ammunition Industries ENGINEER 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, ENGINEER certifies that ENGINEER’s signature provides written verification to the CITY that ENGINEER: (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 City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 14 of 15 firearm trade association during the term of this Agreement. This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. 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 this AGREEMENT: Attachment A - Scope of Services Attachment B - Compensation Attachment C - Amendments to Standard Agreement for Engineering Services Attachment D - Project Schedule Attachment E - Location 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 BY: ENGINEER Assistant City Manager Date:__________________ IEA, Inc Kyle Moynihan Dallas Office Director Date:____________________________ ATTEST: Jannette Goodall City Secretary APPROVAL RECOMMENDED: By: Director, APPROVED AS TO FORM AND LEGALITY City of Fort Worth, Texas Standard Agreement for Engineering Related Design Services Project Number 106170 Revised Date: June 13, 2025 Page 15 of 15 By: Douglas W Black Sr. Assistant City Attorney M&C No.:_______________________ M&C Date:______________________ 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. _______________________________ City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 1 of 27 ATTACHMENT “A” Scope for Engineering Design Related Services for Storm Water Improvements The scope set forth herein defines the work to be performed by the ENGINEER in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. Under this scope, “ENGINEER” is expanded to include any sub-consultant, including surveyor, employed or contracted by the ENGINEER. OBJECTIVE The project addresses the hazardous roadway overtopping conditions due to sump flooding on Northside Drive between Cold Springs Road and Mercoado Drive. The sump condition exists due to the roadway underpass created to cross beneath a UPRR bridge and a berm constructed to separate the roadway from the West Fork Trinity River. The project involves increasing the capacity of the existing storm drain infrastructure. The ENGINEER will prepare construction plans and perform Bidding and Construction Phase Services as part of the project. Public meetings will occur throughout the design and construction phase. WORK TO BE PERFORMED Task 1. Design Management Task 2. Conceptual Design (30%) Task 3. Preliminary Design (60%) Task 4. Final Design (90% and 100%) Task 5. Bid Phase Services Task 6. Construction Phase Services Task 7. ROW/Easement Services Task 8. Survey and Subsurface Utility Engineering Services Task 9. Permitting Task 10. Quality Control/ Quality Assurance TASK 1. DESIGN MANAGEMENT. ENGINEER will manage the work outlined in this scope to ensure efficient and effective use of ENGINEER’s and CITY’s time and resources. ENGINEER will manage change, communicate effectively, coordinate internally and externally as needed, and proactively address issues with the CITY’s Project Manager and others as necessary to make progress on the work. 1.1. Managing the Team: Lead, manage and direct design team activities Ensure Quality Control / Quality Assurance (QC/QA) is practiced in performance of the work. Refer to Task 10 for further details. Communicate internally among team members Task and allocate team resources City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 2 of 27 1.2. Communications and Reporting: Attend a pre-design project kickoff/charter meeting with CITY staff to confirm and clarify scope, understand CITY objectives, and ensure economical and functional designs that meet CITY requirements Attend one (1) constructability review meeting with CITY representatives, including Traffic Management, at the 60% submittal milestone Conduct and document bi-monthly project update meetings with CITY Project Manager Conduct review meetings with the CITY at the end of each design phase Conduct QC/QA reviews and document those activities. Refer to Task 10 for further details Prepare invoices, in accordance with Attachment B to this Standard Agreement and submit monthly in the format requested by the CITY. Multi-month billing is not allowed. Months in which no work is being invoiced shall require submission of a $0.00 invoice. With the invoices, prepare and submit monthly Project Status Reports in the format provided by the Transportation and Public Works Department. Prepare and submit baseline Project Schedule initially, and Project Schedule updates with a schedule narrative monthly, as required in Attachment D to this Standard Agreement in compliance with the City’s Specification 00 31 15 entitled Engineer Project Schedule. This PROJECT requires a Tier 3 schedule as defined in the City’s Specification 00 31 15 entitled Engineer Project Schedule. Prepare and submit a preliminary Project Risk Register. Review Project Risk Register periodically with CITY Project Manager and make recommendations to mitigate, accept, or remove risks. Complete Monthly M/WBE Report Form and Final Summary Payment Report Form at the end of the project. Coordinate with other agencies and entities as necessary to design the proposed infrastructure and provide and obtain information needed to prepare the design. With respect to coordination with permitting authorities, ENGINEER shall communicate with permitting authorities such that their regulatory requirements are appropriately reflected in the designs. ENGINEER shall work with regulatory authorities to obtain approval of the designs, and make changes necessary to meet their requirements, as part of the design scope. Personnel and Vehicle Identification: When conducting site visits to the project location, the ENGINEER or any of its sub-consultants shall carry readily visible information identifying the name of the company and the company representative. City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 3 of 27 ASSUMPTIONS This scope assumes the design of this project will be completed within twelve (12) months and construction will be complete within eighteen (18) months after beginning of design. One (1) pre-design project kickoff/chartering meeting One (1) constructability review meeting during design Nine (9) bi-monthly project update meetings during design phase At least three (3) plan review meetings All submittals to the City shall be Quality checked prior to submission. Project design phase is anticipated to take twelve (12) months. Project construction phase is anticipated to take six (6) months. Three (3) review updates of Project Status Reports, DVIN forms, Opinion of Probable Construction Cost (OPCC), and project Schedule. Prepare meeting minutes for meetings that they attend regarding this project and post the meeting minutes on eBuilder in a timely manner. DELIVERABLES A. Meeting summaries with action items B. QC/QA documentation C. Baseline design schedule D. Preliminary Project Risk Register, E. Monthly Schedule updates with schedule narrative describing any current or anticipated schedule changes F. Monthly Project Status Reports G. OPCC updates with milestone submittals and when new cost figures are available H. Plan Submittal Checklists (See Task 10) I. Monthly invoices J. Monthly DVIN Report Form and Final Summary Payment Report Form TASK 2. CONCEPTUAL DESIGN (30 PERCENT). The Conceptual Design deliverable shall be combined with the Preliminary Design (60%) deliverable and submitted to CITY per the approved Project Schedule. City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 4 of 27 IEA to review, refine or adjust, and accept Freese and Nichols Project Development Deliverables for each item below, for use as basis of design. IEA will take ownership of all work included in the conceptual design phase. The purpose of the conceptual design is for the ENGINEER to identify, develop, communicate through the defined deliverables, and recommend the design concept that successfully addresses the design problem, and to obtain the CITY’s endorsement of this concept. ENGINEER will utilize concepts and criteria contained in the current CITY – iSWM Criteria Manual for Site Development and Construction for conceptual planning and design. ENGINEER will develop the conceptual design of the infrastructure as follows. 2.1. Data Collection In addition to data obtained from the CITY, ENGINEER will research and make efforts to obtain pertinent information to aid in coordinating the proposed improvements with any planned future improvements that may influence the project. ENGINEER will also identify and seek to obtain data for existing conditions that may impact the project, including utilities, agencies (TxDOT and railroads), City Master Plans, and property ownership as available from the Tax Assessor's office. The ENGINEER will consult with the CITY’s Transportation and Public Works Department, Water Department, and other CITY departments, public utilities, private utilities, private utilities and government agencies to determine the approximate location of the above and underground utilities and other facilities (current and future) that have an impact or influence on the project. The data collection efforts will also include conducting special coordination meetings with affected property owners and businesses as necessary to develop sewer re-routing plans where necessary. 2.2. Drainage Computations ENGINEER will delineate the watershed based on contour data and field verification and document existing street, right-of-way and storm drain capacities for the subject site. A drainage area map will be drawn at maximum 1" = 200' scale from available 2-foot contour data with the contours labeled. Data source and year will be provided by the CITY. Calculations regarding street and right-of- way capacities and design discharges (5-year and 100-year frequencies) at selected critical locations will be provided. Other frequencies as required by iSWM criteria may be appropriate for outfalls and sensitive locations. Capacities of existing storm drain will be calculated and shown. All calculations shall conform to CITY criteria delineated in the current CITY iSWM Criteria Manual for Site Development and Construction. All locations in the project area where 100- year runoff exceeds available storm drain and right-of-way capacities shall be clearly identified. The ENGINEER's responsibility includes recommendations for improvements to the existing system as deemed reasonable and consistent with CITY standards. 2.3. Subsurface Utility Engineering City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 5 of 27 Provide Subsurface Utility Engineering (SUE) per Task 8. 2.4. Utility Clearance ENGINEER will develop the design of CITY facilities to avoid or minimize conflicts with existing utilities, and where known and possible consider potential future utilities in designs. Where conflicts cannot be avoided, coordination of Utility Conflicts will begin at the Conceptual Design phase. In the case of a public utility conflict, the ENGINEER will design CITY facilities to avoid or minimize conflicts with existing utilities, and where known and possible consider potential future utilities in designs. In the case of a private Utility Conflict, the ENGINEER will provide a PDF set of plans with the utility conflicts highlighted and a Utility Conflicts Table of those conflicts to be included in a Utility Clearance Letter for coordination. The ENGINEER may need to coordinate directly with the private utility provider if that provider needs to undertake design to adjust their utility’s location. The ENGINEER shall upload a PDF file of the CITY- approved conceptual plan set to the designated project folder in the City’s document management system (eBuilder) for forwarding to all utility companies which have facilities within the limits of the project. The PDF file should be created directly from the CAD files. 2.5. Engineering Design Report - OMIT To ensure adherence to project scope, that design approach is in line with project objectives, and to obtain concurrence on development of the conceptual layout, ENGINEER shall prepare and submit a design report in the format provided by the CITY prior to developing conceptual plans. The CITY shall review and provide feedback on the report prior to ENGINEER starting the conceptual design. 2.6. The Conceptual Design Package shall include the following: - OMIT Preliminary cover and index of sheets including project limits, area location map and beginning and end station limits. Quantity Summary page and each design sheet shall include a quantity take off standard tabular format. Conceptual iSWM Checklist in accordance with the current iSWM Criteria Manual for Site Development and Construction. Include documentation that the proposed storm water project will not impact upstream and downstream properties. Drainage area map with supporting drainage computations in the CITY’s standard tabular format. SUE Plan sheets sealed by a licensed professional engineer registered in the State of Texas. PDF set of plans with the utility conflicts highlighted and a Utility Conflicts Table City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 6 of 27 Horizontal alignment (excluding profiles) of proposed stormwater improvements, including existing lot layout, streets, street right-of-way, proposed easements, and existing utilities gathered during the SUE within the project limits. Proposed phasing of water, sanitary sewer, street and drainage work documented in both the project schedule and narrative form. Existing typical sections of the roadway are to be constructed along with proposed typical sections that outline the proposed improvements. Typical sections shall include existing and proposed ROW, existing and proposed lane widths and direction arrows, existing and proposed curbs, sidewalks, and retaining walls. Conceptual plan and profile sheets showing existing and proposed horizontal roadway alignments, existing and proposed ROW, existing and proposed sidewalks and driveways, proposed lane dimensions and lane arrows, existing drainage structures, city owned and franchise utilities, and existing roadway vertical alignments (profiles). Documentation of key design decisions. Estimates of probable construction cost. ASSUMPTIONS All stormwater calculations and design shall conform to the CITY's current iSWM Criteria Manual for Site Development and Construction. The SUE and SUE plan sheets shall be in accordance with CI/ASCE 38-02. DWF files created from design CAD drawings will be uploaded to the designated project folder in eBuilder PDF files created from design CAD drawings will be uploaded to the designated project folder in the City’s document management system (eBuilder). ENGINEER will not proceed with Preliminary Design activities without written approval by the CITY of the Conceptual Design Package. DELIVERABLES A. Conceptual Design Report (OMIT) B. Conceptual iSWM Checklist (OMIT) C. Conceptual Design Package (OMIT) D. ROW and Easement needs (M&B) (OMIT) E. Utility Conflict Plan PDF and Utility Conflict Table City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 7 of 27 TASK 3. PRELIMINARY DESIGN (60 PERCENT). Preliminary plans and specifications shall be submitted to CITY per the approved Project Schedule. ENGINEER will develop the preliminary design of the infrastructure as follows 3.1. The Preliminary Design Drawings and Specifications shall include the following: Preliminary cover and index of sheets including project limits, area location map and beginning and end station limits. SUE Plan sheets sealed by a licensed professional engineer registered in the State of Texas. Utility Conflict Matrix Preliminary iSWM Checklist in accordance with the current CITY iSWM Criteria Manual for Site Development and Construction. - OMIT Traffic Control Plan including all construction signage and pavement markings which will be in accordance with the latest edition of the Texas Manual on Uniform Traffic Control Devices. A Project Control Sheet, showing all Control Points, used or set while gathering data. Generally, on a scale of not less than 1:400. The following information shall be indicated for each Control Point: Identified (existing City Monument #8901, PK Nail, 5/8” Iron Rod); X, Y and Z Coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on City Datum only; descriptive location (i.e. set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). Drainage area maps showing proposed improvements with drainage calculations and hydraulic computations in accordance with the current iSWM Criteria Manual for Site Development and Construction. Updated existing and proposed typical section sheets. Bearings given on all proposed centerlines, or baselines. Overall project easement layout sheet(s). Preliminary roadway details to include curbs, curb expansion joints, driveways, sidewalks, pavement, streetlights, traffic signals and all applicable utility details. Preliminary signing, pavement marking, illumination and signal layouts. ENGINEER will delineate the watershed based on contour data and field verification and document existing street, right-of-way and storm drain capacities for the subject site. A drainage area map will be drawn at maximum 1" = 200' scale from available 2-foot contour data with the contours labeled. Data source and year will be provided by the CITY. Calculations regarding street and right-of- way capacities and design discharges (5-year and 100-year frequencies) at selected critical locations will be provided. Other frequencies as required by iSWM criteria may be appropriate for outfalls and sensitive locations. Capacities City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 8 of 27 of existing storm drain will be calculated and shown. All calculations shall conform to CITY criteria delineated in the CITY’s current iSWM Criteria Manual for Site Development and Construction. All locations in the project area where 100-year runoff exceeds available storm drain and right-of-way capacities shall be clearly identified. The ENGINEER's responsibility includes recommendations for improvements of the existing system as deemed reasonable and consistent with CITY standards. Storm drain layout sheets showing location and size of all inlets, manholes, junction boxes, culverts and piping to include storm drain profiles showing existing and proposed flow lines, flows, lengths and slopes of pipe, top of ground profile over pipe and connections to existing or proposed storm sewer systems. Documentation of key design decisions. Estimates of probable construction cost (OPCC). This estimate shall use standard CITY or TxDOT bid items, as applicable. Channel plan and profile drawings shall include existing channel centerline, existing left and right top of channel bank, proposed top of channel backs, and 100-year water surface profile. 3.2. Geotechnical Investigation/Pavement Design Soil investigations, including field and laboratory tests, borings, related engineering analysis and recommendations for determining soil conditions will be made. In addition to the above investigations, borings and appropriate field and laboratory analysis will be made at reasonable intervals along the project alignment for the Contractor’s use in determining soil conditions for preparing bids and a Trench Safety Plan. (OMIT) The ENGINEER shall prepare a detailed geotechnical engineering study and pavement design in conformance with the City of Fort Worth Pavement Design Standards Manual, 2015. The study shall include recommendations regarding utility trenching and identify existing groundwater elevation at each boring. The ENGINEER shall use the CITY record drawings and/or the CITY permanent trench details in the standards. Subsurface Exploration Based on past experience in the vicinity of the project, we anticipate subsurface conditions to consist of soils and rock of the alluvium deposits overlying the Fort Worth Limestone and Duck Creek undivided geological formation. Experienced drillers and technicians will evaluate subsurface conditions with a total of two (2) sample borings. Boring B-1 will be drilled to a depth of 10 feet through the existing abandoned flood control berm using hand-portable drilling equipment. Boring B-2 will be drilled to a depth of 20 feet using truck- mounted drilling equipment. City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 9 of 27 The field personnel will drill the borings using truck-mounted equipment. Cohesive and non- cohesive soil samples will be obtained using 3-inch diameter Shelby tube samplers and 2-inch diameter standard split-spoon samplers, respectively. In addition, rock encountered will be evaluated by use of Texas Department of Transportation (TXDOT) cone penetration tests. A soils logger will extrude the samples in the field, check the samples for consistency with a hand penetrometer, carefully wrap them to preserve their condition, and return them to the laboratory for testing. A log of each boring will be prepared to document field activities and results. CMJ’s personnel will stake the boring locations using hand-held GPS equipment. Approximate locations of the borings will be shown on the plan of borings. Precise surveying of boring locations and elevations is not included in the cost estimate. These services may be provided as Additional Services upon request. At the completion of drilling operations, boreholes will be backfilled with bentonite or sand and plugged at the surface by hand tamping or with quick-set concrete, as required. Laboratory Services Considering the planned facilities, anticipated soil conditions and geology, laboratory tests will be required for classification purposes, and to determine strength characteristics. The following types of tests are therefore recommended: 1. moisture content and soil identification 2. percent passing #200 sieve 3. sieve and hydrometer particle size analysis 4. liquid and plastic limit determinations 5. unconfined compression tests on soil 6. unit weight determinations The specific types and quantities of tests will be determined based on geologic conditions encountered in the borings. Engineering Services An engineering report will be prepared to present the results of the field and laboratory data together with our analyses of the results and recommendations. We will provide two copies of the report and an electronic copy. The report will address: 1. General soil and ground-water conditions comments on excavation of materials and rippability of rock recommendations for pipe installation, including bedding and backfill earthwork recommendations. Items other than those specified above, which are revealed by these studies or are necessitated by a change in project scope, may require revised field, laboratory, and engineering services. These services, if required and City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 10 of 27 requested, will be performed as Additional Services. Additional Services are described in Additional Services section below. 3.3. Constructability Review Prior or posterior to the 60 percent review meeting with the CITY, the ENGINEER shall schedule and attend a project site visit with the CITY Project Manager and Construction personnel to walk the project. The ENGINEER shall summarize the CITY’s comments from the field visit and submit this information to the CITY in writing. 3.4. Community Meeting After the preliminary plans have been reviewed and approved by the CITY, the ENGINEER will prepare project exhibits, assist the project manager in preparing a presentation of the most appropriate format (most usually in Power Point), and attend one (1) community meeting to help explain the proposed project to residents. The first community meeting will occur at 60%. The CITY shall select a suitable location, time, and date. The Engineer needs to coordinate with the City’s project manager to format the mailing list of all affected property owners. 3.5. Utility Clearance The ENGINEER will consult with the CITY’s Transportation and Public Works Department, Water Department, and other CITY departments, public utilities, private utilities, and government agencies to determine the approximate location of above and underground utilities, and other facilities (current and future) that have an impact or influence on the project. ENGINEER will design CITY facilities to avoid or minimize conflicts with existing utilities, and, where known and possible, consider potential future utilities in designs. Where conflicts cannot be avoided, coordination of Utility Conflicts will be identified at the Conceptual phase and begin at the Preliminary Design phase. In the case of a private Utility Conflict, the ENGINEER shall upload a set of plans in PDF format with the utility conflicts highlighted and a Utility Conflicts Table of those conflicts in the City’s document management system (eBuilder). The PDF file should be created directly from the CAD files. At each design milestone, the City PM will issue a Utility Clearance Letter to be accompanied by said plans and table to all utility companies which have facilities within the limits of the project for coordination The ENGINEER may need to coordinate directly with the private utility provider if that provider needs to undertake design to adjust their utility’s location. ENGINEER to obtain utility As-built plans and/or do field visits to confirm relocation is complete and that the utility has been relocated in accordance with the plans and the project needs, report any discrepancies found, and provide documentation to support findings. ENGINEER to upload all utility As-built plans in the City’s document management system (eBuilder) 3.6 Meeting minutes City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 11 of 27 Prepare meeting minutes for meetings associated with 60% design phase ASSUMPTIONS Assuming 3 deliverables The following shall be uploaded to the designated project folder in the City’s document management system (eBuilder): Single PDF file created from design CAD drawings. The Project Manual (Contract and Specifications) All other submitted documents and checklists Opinion of Construction Cost The CITY’s front end and technical specifications will be used. The ENGINEER shall supplement the technical specifications if needed. One (1) Public Meeting is assumed for 60% submittal. ENGINEER shall not proceed with Final Design activities without written approval by the CITY of the Preliminary Design plans. DELIVERABLES A. Preliminary Design drawings and specifications including QC/QA documentation B. Preliminary iSWM Checklist (OMIT) C. Utility Conflict Coordination Package D. Geotechnical Report E. Opinion of probable construction cost (OPCC) F. Community Meeting exhibits TASK 4. A. FINAL DESIGN (90 PERCENT) Upon approval of the Preliminary plans, ENGINEER will prepare construction plans as follows: Final draft construction plans (90%) and Project Manual shall be submitted to CITY per the approved Project Schedule. The ENGINEER will provide a PDF set of plans with the utility conflicts highlighted and a Utility Conflicts Table of those conflicts to be included in the Utility Clearance Letter to be issued by the City PM. City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 12 of 27 The ENGINEER shall submit an estimate or opinion of probable construction cost (OPCC) B. FINAL CONSTRUCTION DOCUMENTS (100 PERCENT). Following a 90% construction plan review meeting with the CITY, the ENGINEER shall submit Final Plans (100%) to the CITY per the approved Project Schedule. Each plan sheet shall be stamped, dated, and signed by the ENGINEER registered in State of Texas. Drainage Study checklist in accordance with the current iSWM Criteria Manual for Site Development and Construction. A Quantity Summary page will be included in both the 90% and 100% design plans. Each design sheet of the plans shall also include a quantity take off table. The ENGINEER shall submit an estimate of probable construction cost (OPCC) ASSUMPTIONS Assuming 1 pdf soft copy to be distributed electronically A PDF created from design CAD drawings and CAD files for the 90% Design and will be uploaded to the project folder in the City’s document management system (eBuilder). Two (2) sets of 11”x17” size drawings and one (1) set of specifications will be delivered for the 100% Design package. A PDF created from design CAD drawings and CAD files will be uploaded to the project folder in City’s document management system (eBuilder). DELIVERABLES A. 90% construction plans and specifications including QC/QA documentation. B. Utility relocation package. C. 100% construction plans and Project Manual including QC/QA documentation. D. Detailed estimates of probable construction costs including summaries of bid items and quantities using the CITY’s or TxDOT’s standard bid items and format, as applicable E. Cover sheet in PDF format for the signatures of authorized CITY officials. TASK 5. BID PHASE SERVICES. The CITY reserves the right to deliver the project by bidding it, issuing a work order out of an existing a unit price contract or by alternative delivery. ENGINEER will support the construction procurement phase of the project as follows. 5.1. Bid Support City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 13 of 27 The ENGINEER shall upload all plans and contract documents onto the City’s document management system (eBuilder) for records. Project Manual shall be uploaded in a single PDF file in eBuilder as well as individual files as required to be included in the City’s procurement portal, Bonfire. Bid Proposal Document of the Contract documents shall be uploaded in a file format of filename extension “.xls”. Unit Price Proposal documents are to be created utilizing the city’s unit price tool only and combined in a specified spreadsheet workbook, Bid Proposal Worksheet Template, that will be populated and configured so that all pages are complete and the Summary Worksheet(s) in the workbook detail and automatically summarize the totals from the inserted Unit Price Proposal document worksheets. Plan Sets are to be uploaded to the City’s document management system (eBuilder) in two formats, PDF and CAD files. The PDF will consist of one file of the entire plan set. The ENGINEER will coordinate with the PM to respond to Vendor Discussions (RFI) and issue Public Notices (addenda) when necessary, in Bonfire. The ENGINEER will provide technical interpretation of the contract bid documents and will prepare proposed responses to all bidder’s questions and requests in the form of addenda. The ENGINEER will coordinate with the City PM to upload all approved addenda onto Bonfire and eBuilder. Attend the pre-bid conference in support of the CITY. Assist the CITY in determining the qualifications and acceptability of prospective contractors, subcontractors, and suppliers. When substitution prior to award of contracts is allowed in the contract documents, the ENGINEER will advise the CITY as to the acceptability of alternate materials and equipment proposed by bidders. Review all materials received from bidders/proposers, assist the CITY in evaluating them, and recommend the award of the contract. A copy of all submitted materials will be uploaded into the project’s Bid Results folder on the City’s document management system (eBuilder). Incorporate all addenda into the contract documents and issue conformed sets. After the bid opening, ENGINEER will provide at least 5 full sets of plans, 5 half- size sets and 2 copies of the conformed Project Manual set incorporating all approved addenda. ASSUMPTIONS The project will be bid only once and awarded to one contractor. Construction documents will only be made available on the City’s procurement platform, Bonfire. City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 14 of 27 Construction documents will not be printed by the CITY and made available for purchase by plan holders and/or given to plan viewing rooms. All procurement materials will be uploaded to the City’s procurement platform, Bonfire, and eBuilder. DELIVERABLES A. Addenda B. Recommendation of award as required per project C. Construction documents (conformed) TASK 6. CONSTRUCTION PHASE SERVICES. ENGINEER will support the construction phase of the project as follows. 6.1. Construction Support The ENGINEER shall attend the pre-construction conference. After the pre-construction conference, the ENGINEER shall provide project exhibits and attend one (1) public meeting to help explain the proposed project to residents. The CITY shall select a suitable location or media and mail notices to the nearby residents and other stakeholders. The ENGINEER shall conduct periodic site visits as needed during the duration of construction. The ENGINEER will prepare or collaborate with the CITY PM on a Construction Progress Report using the CITY’s standard format and upload in the City’s document management system (eBuilder). The ENGINEER shall review shop drawings, samples and other submittals submitted by the contractor for general conformance with the design concepts and general compliance with the requirements of the contract for construction. Such review shall not relieve the Contractor from its responsibility for performance in accordance with the contract for construction, nor is such review a guarantee that the work covered by the shop drawings, samples and submittals is free of errors, inconsistencies or omissions. The ENGINEER shall log and track all shop drawings, samples and other submittals in the City’s document management system (eBuilder). ENGINEER shall review material substitution requests, issue a recommendation and incorporate approved substitutions into the Record Drawings. As requested by the CITY, the ENGINEER shall provide necessary interpretations and clarifications of contract documents, respond to Request for Information (RFI) from the contractor, review change orders, and make recommendations as to the acceptability of the work. The ENGINEER will meet with the Project Delivery Team and Contractor on-site to review any field changes. The ENGINEER shall attend the “Final” project walk through and assist with preparation of final punch list. 6.2 Record Drawings City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 15 of 27 The ENGINEER shall prepare record drawings from information provided by the CITY depicting any changes made to the Final Drawings during construction. Information provided by the CITY may include, but is not limited to the following: o As-Built Survey provided by the contractor, which includes vertical and horizontal coordinates of all water, sewer and storm drain assets, and in accordance with the Construction (As-Built) Survey Specification. ENGINEER shall verify accuracy of the data provided by contractor and conformance with requirements. o Red-Line Markups from the Contractor o Red-Line Markups from City Inspector o Approved Substitutions The ENGINEER shall modify the Final Drawings electronically and shall place a stamp on the plans indicating that they represent Record Drawings of the project as constructed. The stamp shall be signed and dated by the ENGINEER and shall be placed on each plan sheet, whether there are any revisions on the sheet or not. Each sheet shall clearly indicate all changes which apply to that sheet by clouding and numbering, or other suitable means. The following disclaimer shall be included with the Record Drawing stamp: These Record Drawings were prepared using information provided by others and represent the as constructed conditions to the extent that documented changes were provided for recording. The ENGINEER assumes no liability for undocumented changes and certifies only that the documented changes are accurately depicted on these drawings. The ENGINEER shall submit a set of sealed Final Drawings, modified and stamped as Record Drawings, in Adobe Acrobat PDF format (version 6.0 or higher). The set must include the cover sheet bearing City official signatures. The ENGINEER may keep copies of the information provided by the CITY for their files, but all original red-lined drawings shall be returned to the CITY with the digital files. There shall be one (1) PDF file and one (1) CAD file for the TPW plan set and a separate PDF and CAD file for the Water plan set, if required. Each PDF file shall contain all associated sheets of the particular plan set. Singular PDF files for each sheet of a plan set will not be accepted. PDF files shall conform to naming conventions as follows: I. TPW file name example – “W-1956_org47.pdf” where “W-1956” is the assigned file number obtained from the CITY, “_org” designating the file is of an original plan set, “47” shall be the total number of sheets in this file. Example: W-0053_org3.pdf and K-0320_org5.pdf II. Water and Sewer file name example – “X-35667_org36.pdf” where “X- 35667” is the assigned file number obtained from the CITY, “_org” City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 16 of 27 designating the file is of an original plan set, “36”shall be the total number of sheets in this file. Example: X-12755_org18.pdf Both PDF files shall be uploaded to the project’s Record Drawing folder in the City’s document management system (eBuilder). For information on the proper manner to submit Record Drawing files and to obtain a file number for the project, the ENGINEER should coordinate with the City project manager. File numbers will not be issued to a project unless the appropriate project numbers and fund codes have been assigned and are in the Department of Transportation and Public Works database. ASSUMPTIONS Assuming 1 site visit and no change orders One (1) Pre-Construction Community Meeting is assumed. One (1) site visits are assumed. Two (2) submittal reviews are assumed. One (1) RFI’s are assumed. Zero (0) Change Orders are assumed. DELIVERABLES A. Community meeting exhibits C. Response to Contractor’s Request for Information D. Review of Change Orders E. Review of shop drawings G. Record Drawings in electronic format TASK 7. ROW/EASEMENT SERVICES. ENGINEER will support and perform activities related to ROW and land as outlined below, per scoping direction and guidance from the CITY’s Project Manager 7.1. Right-of-Way Research - OMIT The ENGINEER shall determine rights-of-way and easement needs for construction of the project. Required temporary and permanent easements will be identified based on available information and recommendations will be made for approval by the CITY. 7.2. Right-of-Way/Easement Preparation and Submittal. - OMIT The ENGINEER shall prepare documents to be used to obtain right-of-way and permanent and/or temporary easements required to construct the improvements. City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 17 of 27 The ENGINEER shall prepare a ROW and Easement parcel reference map showing and designating all land interests for project. The map shall be revised as necessary throughout the land acquisition process. The documentation shall be provided in conformance with the checklists and templates available on the City’s document management system (eBuilder) Project Resources folder. When required, ENGINEER shall provide a Schedule B Analysis in conformance with Real Estate requirements. 7.3. Right-of-Way/Easement Acquisition Services. - OMIT The ENGINEER shall procure appraisal services by licensed appraisers for all land interests in the project. The ENGINEER shall issue offer letters to property owners and negotiate land right costs. All work shall be conducted in coordination with the City’s project manager, the City’s Property Management Department, and in conformance with the Texas Property Code Chapter 21 Eminent Domain guidelines to allow the City to exercise eminent domain should it be necessary. Should the City decide to proceed with eminent domain, the ENGINEER will provide all documentation to support the legal process, provide any additional support, and may be required to be an expert witness at the Land Commissioner’s Hearing. 7.4. Temporary Right of Entry Preparation and Submittal Prior to construction, the ENGINEER should coordinate with the City project manager to identify all needed Temporary Right of Entries from landowners. It is assumed that letters will only be required for land owners adjacent to construction or who are directly affected by the project and no easement is required to enter their property. The documentation shall be provided in conformance with the checklists and templates available on the City’s document management system (eBuilder) Project Resources folder. ASSUMPTIONS IEA will coordinate ROE with UPRR for survey, SUE, Geotechnical investigations. Contractor will be responsible for obtaining any additional ROE for construction General requirements: Contact name and mailing address for the landowner Title policy for each permanent easement Title search through a search company (i.e. Hollerbach or TDI) verifying ownership for each TCE City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 18 of 27 Engagement and provision of an appraisal for each take from a Texas- registered appraisal firm. Signed and notarized easements with exhibits. Copy of offer letter indicating agreed upon compensation Entity research, including providing signing authority verification for a corporate landowner Contact log of communication with the landowner Signed W 9 from landowner Eminent Domain requirements: Critical for an eminent domain proceeding is as follows and shall be the responsibility of the acquisition agent: Appraisal of the take less than 1 year old Initial offer and final offer letters (IOL 30-day period, FOL 14-day period) Proof of the provision of Texas Landowners Bill of Rights to the landowner in both offer letters (City Fort Worth sends offer letters via registered mail) Title work identifying any other entities on the property that need to be served as part of eminent domain proceedings. (Schedule B analysis of Title Commitment) Contact log of all contact and negotiations with landowner and/or their representative. DELIVERABLES A. Easement exhibits and meets and bounds provided on CITY forms.-OMIT B. ROW and Easement parcel map - OMIT C. Temporary Right of Entry cover letters D. Temporary Right of Entry documents for Railroad E. If applicable, Eminent Domain support documents - OMIT TASK 8. SURVEY AND SUBSURFACE UTILITY ENGINEERING SERVICES. ENGINEER will provide survey support as follows. 8.1. Design City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 19 of 27 ENGINEER will perform field surveys to collect horizontal and vertical elevations and other information needed by ENGINEER in design and preparation of plans for the project. Information gathered during the survey shall include topographic data, elevations of all sanitary and adjacent storm sewers, rim/invert elevations, location of buried utilities, structures, trees (measure caliper, identify overall canopy, and have qualified arborist identify species of trees), and other features relevant to the final plan sheets. Existing drainage at intersections will be verified by field surveys. Spot elevations will be shown on intersection layouts with cross slope to fit intersecting grade lines. Right-of-Way research includes review of property/right-of-way records based on current internet-based Tarrant Appraisal District (TAD) information available at the start of the project and tied to available on-ground property information (i.e. iron rods, fences, stakes, etc.). The minimum survey information to be provided on the plans shall include the following: A Project Control Sheet, showing ALL Control Points, used or set while gathering data. Generally, on a scale of not less than 1:400: The following information about each Control Point; a. Identified (Existing. CITY Monument #8901, PK Nail, 5/8” Iron Rod) b. X, Y and Z Coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on CITY Datum only. c. Descriptive Location (Ex. Set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). Coordinates on all P.C.’s, P.T.’s, P.I.’s, Manholes, Valves, etc., in the same coordinate system, as the Control. No less than two horizontal bench marks, per line or location. Bearings given on all proposed centerlines, or baselines. Station equations relating utilities to paving, when appropriate. Verify and establish horizontal and vertical control as needed for the project area. The horizontal control shall be based on the original project control. Horizontal values being based on NAD83, North Central Zone (4202), with elevations being established from City of Fort Worth vertical datum. Provide a topographic survey of the identified area. The topographic survey shall include 50-foot cross-sections extending to the limits described above and at all grade breaks along the proposed route. The topographic survey shall include, but not limited to, locating all existing features such as water valves, water meters, asphalt, buildings, sidewalks, medians, fences, driveways, storm & sewer manholes, inlets and storm drain outfalls, tops and toes of slope, power poles, mailboxes, signs, telephone risers, locate trees 6 inches or larger and other visible features. City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 20 of 27 Deliverables shall include a Microstation or AutoCAD drawing file with the newly acquired data being merged into the original design survey showing all the features located, ground elevations, including one-foot interval contours along with all other supporting files. Provide copies of the survey field notes for the new area, a hardcopy of the coordinates and an ASCII file of the coordinates for the points located. Locate and establish X,Y and Z values for up to three (3) geotechnical boreholes along the project route once drilling of all borings is completed. Provide standalone drawing file that overlay onto previous topographic design base file along with ASCII point list containing the values of each point collected. Locate and establish X,Y and Z values for up to five (5) utility Level “A” testholes along the project route once all testholes are completed. Provide standalone drawing file that overlay onto previous topographic design base file along with ASCII point list containing the values of each point collected to the subsurface utility engineering provider. Cutting of underbrush and low limbs will be required to complete the survey. 8.2. Temporary Right of Entry Preparation and Submittal (OMIT) The documentation shall be provided in conformance with the checklists and templates available on the City’s document management system resources folder. 8.3. Subsurface Utility Engineering Provide Subsurface Utility Engineering (SUE) to Quality Level D, C, B, and A, as described below. The SUE shall be performed in accordance with CI/ASCE 38-02. Quality Level D - OMIT Conduct appropriate investigations (e.g., owner records, County/CITY records, personal interviews, visual inspections, etc.), to help identify utility owners that may have facilities within the project limits or that may be affected by the project. Collect applicable records (e.g., utility owner base maps, “as built” or record drawings, permit records, field notes, geographic information system data, oral histories, etc.) on the existence and approximate location of existing involved utilities. Review records for: evidence or indication of additional available records; duplicate or conflicting information; need for clarification. Develop SUE plan sheets and transfer information on all involved utilities to appropriate design plan sheets, electronic files, and/or other documents as required. Exercise professional judgment to resolve conflicting information. For information depicted, indicate: utility type and ownership; date of depiction; quality level(s); end points of any utility data; line status (e.g., active, abandoned, City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 21 of 27 out of service); line size and condition; number of jointly buried cables; and encasement. Quality Level C (includes tasks as described for Quality Level D) - OMIT Identify surface features, from project topographic data and from field observations, that are surface appurtenances of subsurface utilities. Include survey and correlation of aerial or ground-mounted utility facilities in Quality Level C tasks. Survey surface features of subsurface utility facilities or systems, if such features have not already been surveyed by a professional surveyor. If previously surveyed, check survey data for accuracy and completeness. The survey shall also include (in addition to subsurface utility features visible at the ground surface): determination of invert elevations of any manholes and vaults; sketches showing interior dimensions and line connections of such manholes and vaults; any surface markings denoting subsurface utilities, furnished by utility owners for design purposes. Exercise professional judgment to correlate data from different sources, and to resolve conflicting information. Update (or prepare) plan sheets, electronic files, and/or other documents to reflect the integration of Quality Level D and Quality Level C information. Recommend follow-up investigations (e.g., additional surveys, consultation with utility owners, etc.) as may be needed to further resolve discrepancies. Provide Quality Level C to identify overhead utilities on the project and provide the overhead utility information on the SUE plan sheets. Level B (includes tasks as described for Quality Level C) - OMIT Select and apply appropriate surface geophysical method(s) to search for and detect subsurface utilities within the project limits, and/or to trace a particular utility line or system. Based on an interpretation of data, mark the indications of utilities on the ground surface for subsequent survey. Utilize paint or other method acceptable for marking of lines. Unless otherwise directed, mark centerline of single-conduit lines, and outside edges of multi-conduit systems. Resolve differences between designated utilities and utility records and surveyed appurtenances. Recommend additional measures to resolve differences if they still exist. Recommendations may include additional or different surface geophysical methods, exploratory excavation, or upgrade to Quality Level A data. City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 22 of 27 As an alternative to the physical marking of lines, the ENGINEER may, with CITY’s approval, utilize other means of data collection, storage, retrieval, and reduction, that enables the correlation of surface geophysical data to the project’s survey control. Level A Expose and locate utilities at specific locations where conflicts may occur. Tie horizontal and vertical location of utility to survey control. Provide utility size and configuration. Provide paving thickness and type, where applicable. Provide general soil type and site conditions and such other pertinent information as is reasonably ascertainable from each test hole site. ASSUMPTIONS 1. Up to Five (5) Level A test holes are included. Level A test hole information to be provided: 2. Prior to design, to supplement the design survey 3. Prior to construction, at critical locations, to confirm franchise utility conflict has been in fact cleared. -OMIT DELIVERABLES A. Drawing of the project layout with dimensions and coordinate list. B. SUE plan drawings sealed by a professional engineer registered in the State of Texas. TASK 9. PERMITTING. ENGINEERS will provide permitting support for the CITY to obtain any and all agreements and/or permits normally required for a project of this size and type, as follows 9.1 Texas Department of Transportation (TxDOT) Permit - OMIT Meet, negotiate and coordinate to obtain approval of the agency issuing the agreement and/or permits. Completing all forms/applications necessary. Submitting forms/applications for CITY and TxDOT review Submitting revised forms for agency review Responding to agency comments and requests 9.2. Railroad Permit City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 23 of 27 Meet, negotiate and coordinate to obtain approval of the agency issuing the agreement and/or permits. Completing all forms/applications necessary. Submitting forms/applications for CITY review Submitting revised forms for agency review Responding to agency comments and requests 9.3 Texas Department of Licensing and Regulation (TDLR) Identify and analyze the requirements of the Texas Architectural Barriers Act, Chapter 68 Texas Administrative Code, and become familiar with the governmental authorities having jurisdiction to approve the design of the Project. ENGINEER is responsible for providing plans that are in compliance with TDLR requirements. Submit construction documents to the TDLR Completing all TDLR forms/applications necessary Obtain the Notice of Substantial Compliance from the TDLR Request an inspection from TDLR or a TDLR locally approved Registered Accessibility Specialist no later than 30 calendar days after construction substantial completion. Advise the CITY in writing of the results of the inspection. Responding to agency comments and requests All costs associated with TDLR plan review and inspections are to be paid by the ENGINEER during the course of the project. 9.4 Storm Water Pollution Prevention Plan For projects that disturb an area greater than one (1) acre, the Contractor will be responsible for preparing and submitting the Storm Water Pollution Prevention Plan (SWPPP) with appropriate regulatory agencies. The Engineer will prepare the iSWM Construction Plan according to the current CITY iSWM Criteria Manual for Site Development and Construction which will be incorporated into the SWPPP by the contractor. 9.5 Environmental Services - OMIT Negotiating and coordinating to obtain approval of the agency issuing the agreement and/or permits. Completing all forms/applications necessary. Submitting forms/applications for CITY review Submitting revised forms for agency review Responding to agency comments and requests 9.6 Floodplain Services City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 24 of 27 Meet, negotiate and coordinate to obtain approval of the agency issuing the agreement and/or permits. Completing all forms/applications necessary. Submitting forms/applications for CITY review Submitting revised forms for agency review Responding to agency comments and requests 9.7 Tree Removal Permit ENGINEER shall coordinate with the City Forester in the Park and Recreation Department (PARD), submit and obtain approval of a Tree Removal Permit when required. Respond to department comments and requests for additional information. 9.8 ASSUMPTIONS Assuming only the SWPPP is required Permit preparation will begin after approval of the Conceptual Design. 1 meeting is assumed with Tarrant County for SWPPP permit. DELIVERABLES A. Copies of Permit Applications B. Copies of Approved Permits TASK 10. QUALITY CONTROL / QUALITY ASSURANCE ENGINEER to provide to the City a Quality Control/ Quality Assurance Plan (QC/QA Plan) outlining the ENGINEER’s method of ensuring the highest levels of design and accuracy are incorporated into the calculations, plans, specifications, and estimates. ENGINEER is responsible for and shall coordinate all subconsultant activity to include quality and consistency of plans. If, at any time, during the course of reviewing a submittal of any item it becomes apparent to the CITY that the submittal contains errors, omissions, and inconsistencies, the CITY may cease its review and return the submittal to the ENGINEER immediately for appropriate action. No additional time will be granted. 10.1. QC/QA of Survey and SUE Data The ENGINEER’s Surveyor shall perform Quality Control/ Quality Assurance on all procedures, field surveys, data, and products prior to delivery to the CITY. The CITY may also require the ENGINEER’s Surveyor to perform a Quality Assurance review of the survey and/or subsurface utility engineering (SUE) work performed by other surveyors and SUE providers. City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 25 of 27 ENGINEER’s Surveyor shall certify in writing via a letter that the survey information provided has undergone a Quality Control/ Quality Assurance process. ENGINEER’s Subsurface Utility Engineering provider shall certify in writing via a letter that the SUE information provided has undergone a Quality Control/ Quality Assurance process. 10.2. QC/QA of Design Documentation ENGINEER shall perform a QC/QA review of all documents being submitted for review at all stages of the design including the 30%, 60%, and 90% and Final Document design review submittals. QA should be performed by an individual within the firm who is not on the design team. ENGINEER is to acknowledge that each item on the Detailed Checklist has been included by checking “done” on the checklist. If a particular checklist item is not applicable, this should be indicated by checking “N/A”. If an entire checklist is not applicable, this should be indicated by checking every item on the list as “N/A” and still included with the submittal. The ENGINEER shall use the Detailed Checklist provided by CITY. A Comment Resolution Log must be used to document conflicting comments between reviewers and to highlight comments made by the CITY that the ENGINEER is not incorporating into the design documents along with the associated explanation. The ENGINEER shall use the Comment Resolution Log provided by CITY. The documentation of a QC/QA review includes (1) a copy of the color-coded, original marked-up document (or “check print”) developed during the QA checking process and/or review forms which sequentially list documents and associated comments; and (2) a summary list of the findings of the QC effort. Evidence of the QC/QA review will be required to accompany all submittals. Documentation shall include, but is not limited to, the following items: - PDF of the completed Detailed Checklists If any of the above information is missing, is incomplete or if any comments are not adequately addressed; the CITY may contact the ENGINEER and request the missing information. If the ENGINEER does not respond to the request within 24 hours, the CITY shall reject the submittal. No additional time will be granted to the design schedule for a returned submittal. ENGINEER shall plan to recover the lost time with future project milestones remaining unchanged. If the ENGINEER has not adequately addressed the comments, the submittal shall be rejected and returned to the ENGINEER immediately to address the issues. ASSUMPTIONS All submittals to the City will be Quality checked prior to submission. A PDF of the QC/QA documentation will be uploaded to the project folder in the City’s document management system (eBuilder). City of Fort Worth, Texas Attachment A/Stormwater Revision Date: 03/05/2025 Page 26 of 27 DELIVERABLES QC/QA documentation a. Comment Resolution Log b. Summary of the QC effort findings TASK 10. PLAN SUBMITTAL CHECKLISTS Engineer shall complete and submit Plan Submittal Checklists in accordance with the following table: PLAN SUBMITTAL CHECKLIST REQUIREMENTS Attachment “A” Type Traffic Signal (Submit All @ 30%) Storm Water 30% Storm Water 60% Street Lights (Submit All @ 30% Water /Sewer (Submit All @ 60%) Traffic Engineering (Submit All @ 60%) Traffic Control 30% Traffic Control 60% Traffic Control 90% Required for all work in City ROW Street X X X X X* X X X Storm Water X X X X X Water / Sewer X X X X *If included in street project ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES Additional Services not included in the existing Scope of Services – CITY and ENGINEER agree that the following services are beyond the Scope of Services described in the tasks above. However, ENGINEER can provide these services, if needed, upon the CITY’s written request. Any additional amounts paid to the ENGINEER as a result of any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. These additional services include the following: Negotiation of easements or property acquisition, unless included as part of Section 7. Services related to disputes over pre-qualification, bid protests, bid rejection and re- bidding of the contract for construction. Administration of the construction contract and inspection services Performance of materials testing or specialty testing services. Services necessary due to the default of the Contractor. Services related to damages caused by fire, flood, earthquake or other acts of God. Services related to warranty claims, enforcement and inspection after final completion. Services to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. City of Fort Worth, Texas Attachment B Revised Date: 12/9/2022 Page 1 of 4 B-1 ATTACHMENT B COMPENSATION Design Services for City Project No. 106170 Time and Materials with Rate Schedule Project I. Compensation A. The ENGINEER shall be compensated 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 Category Rate for the ENGINEER’s team member performing the work. Labor Category 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 2025 Rate ($/hour) 2026 Rate ($/hour) Project Director $ 350 $ Project Manager $ 275 $ 2 Project Engineer $ 223 $ 2 . Engineer In Training $ 142 $ CADD $ 155 $ 16 Administrative $ 100 $ 10 ii.Non-Labor Expenses. Non-labor expenses shall be reimbursed as Direct Expenses at invoice or internal office cost. Direct Expenses (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 ENGINEER plus a markup of ten percent (10%). iv.Budgets. ENGINEER 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. ENGINEER is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay ENGINEER beyond these limits. ATTACHMENT B COMPENSATION City of Fort Worth, Texas Attachment B Revised Date: 12/9/2022 Page 2 of 4 B-2 If ENGINEER 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 ENGINEER 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, ENGINEER’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. B. The ENGINEER shall be paid monthly payments as described in Section II - Method of Payment. II. Method of Payment A. The ENGINEER 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 ENGINEER, based on the actual hours and costs expended by the ENGINEER 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 ENGINEER. C. ENGINEER 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. III. Progress Reports A. The ENGINEER shall prepare and submit to the designated representative of the [insert pertinent department, e.g. Transportation and Public Works Department, Water Department, Aviation Department, Parks and Community Services Department, etc.] monthly progress reports and schedules in the format required by the City. ATTACHMENT B COMPENSATION City of Fort Worth, Texas Attachment B Revised Date: 12/9/2022 Page 3 of 4 B-3 IV. Summary of Total Project Fees Firm Primary Responsibility Fee Amount % IEA Inc Engineering Services $217,444.00 83.89% Proposed MWBE Sub-Consultants Gorrondona & Associates, Inc Surveying and Mapping $14,924.00 5.76% The Rios Group, Inc Engineering Services, Locating Services $12,250.00 4.73% Non-MWBE Consultants CMJ Engineering Geotechnical Engineering; Material Testing $14,570.00 5.62% TOTAL $259,188.00 100% Project Number & Name Total Fee MWBE Fee MWBE % 106170 SW HROM Feasibility & Development for 1600 E Northside Drive Site 192 $259,188.00 $27,174.00 10.48% City MWBE Goal = 12.90% Consultant Committed Goal = 94.38% EXHIBIT “B-1” ENGINEER INVOICE (Supplement to Attachment B) City of Fort Worth, Texas Attachment B Revised Date: 12/9/2022 Page 4 of 4 B-4 Insert required invoice format following this page, including negotiated total budget and allocations of budgets across desired work types and work phases. Professional Services InvoiceProject Manager:SummaryProject:City Project #:City Sec Number:Supplier Instructions:Fill in green cells including Invoice Number, From and To Dates and the included worksheets.Company Name:When your Invoice is complete, save and close, start Buzzsaw and Add your invoice to theConsultant folder within Project's folder.Supplier's PM:email:Supplier Invoice #:Office Address:Payment Request #:Telephone:Service Date:FromFax:Service Date:ToInvoice Date:Remit Address:SheetAgreement AmountAmendment AmountPercent Spent($) Invoiced PreviouslyCurrent InvoiceRemaining BalanceWork Type 1Work Type 2Work Type 3Work Type 4Work Type 5Work Type 6Totals This InvoiceOverall Percentage Spent:Agreement Amount to Date remit address FID and Work Type Description LTD Completed Amountfaxoffice addresstelephone telephonefaxSupplier Project No.CFW Project ManagerProj. Invoice No.Invoice date:Supplier's Project Manager:Supplier's PM email:PeriodService Date:FromService Date:ToName of Project :City Secretary Contract #:Labor CategoryNameHoursRate ($/hr)AmountProject Manager (example) $0.00Senior Engineer (example) $0.00Engineer (example)$0.00Junior Engineer (example) $0.00CAD Technician (example)$0.00Adminstrative Support (example)$0.00etc$0.00$0.00$0.00$0.00$0.00$0.00$0.00$0.00Total Labor0.0$0.00Subcontract Service Subcontractor Subtotal$0.0010 Percent Markup on Subcontract Services $0.00Nonlabor Expenses Nonlabor Expense Subtotal$0.00Total Expenses (Subcontract Services+Markup+Nonlabor Expenses)$0.00TOTAL DUE THIS INVOICE$0.00office addressremit addressInvoiceP.O. 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V Q W W�j Q W W� y�� o Z� � Uf � T U Q �C � V'� E�� N t6 m� T- f6 C�' (n (7 �' (n (n d- � O O N m� T= l6 C a' �� L 3 0� � L m`° u� a� a� c'� �� 3°� Q Q �� Q Q� � c�� a� a� c m a� 0 3.4 � �¢m..�.c� ���o>���-o�E�ozaa�zaaFO�".�'oa�i��>.�m`°°Q a°� � a o o�� o � C Q.C�c�o=�no�°w r ❑ � �c�c7oxv�o�°wZ c�?oc..�c��ac� iiiicn� iiii z° Y y � � � N M 7 tD f� W Q m ~ (") M M (") M M O Q m v C d � N nO J v> o r ro 0 �, w � X O � a� _ u� ~ > m s a� a� p> J N > m N � � U � � w otO U � w � � i..�¢a d Z d � � 0 �Y �a �� � m w � W w � o= dN J H W N d � L d � C .y a� � � G d � N t � O z O O O O O O I� f� N(O O a0 O O (D (D 7 N O O N 7 W N O V O O O O � R N N HJ fA (O tD O O N 7 f� O O V V M� 00 � Q1 W W Q1 O 1� O fA M O N � �f1 N Y� N��fl oD M a � Q) � M M N I� O N Q1 � OO Ql �� N N Of � �� �� N M O i �� M N � M M N N � � EA EA EA VJ V3 fA VJ V3 V3 69 V3 V) V) (fl EA b9 V3 69 fR V3 7 N Y N � H O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O V � E/J V3 VJ V3 EA EA fl) V3 EA fl> V3 fA V3 V3 69 fA V3 69 fR 4Y V3 Vi E/J V3 V3 4A V3 E/J fl1 EA � C a X N V3 W � _ U R O H 0 0 0 0 � � � � � � .� `m a w � � w d > w � c ~ m a x W o 0 0 0 W m fn a� �s da c � R C N Z C O O O O � 9 W tis tn tn � � m � � � � O O O O O O f� f� N(O O a0 O O (D tD 7 N O O N a W N O� O O O O O O N N E9 fA (O (O O O N 7 I� O O V V M 6� a0 ln Q] 00 W Q1 O I� O EA tH O fR 9 �f1 � �fl ln ��f1 oD M 7 � �� M M N I� O ln Q) � OD QI � N N N JN fA M ' ' fA fA N - Cl Oi �� '' Nl - N � - M M N' N p tH M M M tH w tA u3 M tA M M M M K3 tA b9 tA io U � O H O � OO O O o O ti � T � � � � N T �C z° a � � � M M OD O 00 OD O O C� � 0 w •� U a � � � M (") N N OD CO O O O O � U N � `� 3 w 0 r p N � M(") � � N N N tp N N CO V M 7 0p (O V OD O O � N N i6 U y y� J N C O '- a` � w N N N C N N N N V N f0 N V 00 N V 7 N aD OD O f� N V N N N � .� N O C a` � o io 0 0 0 � � `o� m � 'o d a` o m 3 R v, U a� a � �' Ci a 3 0 � � c a �n � -o � a o 'w6 `m c o a -�p � O N O� �l6 Q�C V� O�i � J O � C L U) - N � U N U7 L � L-C l6 C N � N �� M N N C � H� 4 G' �� o IQ N � U C N N� L 3 O- O_ N a O y U E V 'i � N � L U d �� � •V O� C �� U¢ � N �� ry � d ` � � C d U N C y � C U.� d i-. N N d y� 4% N C (n O � IA l6 L C � N U1 N N N. a p� (6 j C�� U d'C U'.C--� a� � L Z �� W N L L L L C O U O.� a-6 y O L� Y � �� d�� F fn fn _ fn (n � o� � E o U� m� s n in �'in N u�i � o�n ��� � � o w� V � y � a � �:o a u, E a 3� >� 3 =� o� c°' m� � � N � F � N Q p.N � � N� a O� O C� °� a� K m� Y C y K T� a� o � �-om� o�a� > 0 3 Emmo � w w ¢ w w � � o r �'� o � 3 a� m a, V� a� o�a�� d o � vam �� ��� da� � m� ;�'� i fn(n � (ntn m❑ � � no �¢ �U L u � w �O R�� � m ==�Q=2 W a��i�� � i t aV a a��� 3 a� �-c � N E E � � -o W`o`o. `o a aa `�zaaro 1° m y a� � m m� � y�, m m o� o �m Q d N O ul �p V1 � N N C O � L L� i F ��o o aa[n2 �QQH � o oQQd�ino � i� � O rnrn� a�i � dU m[0 UU � K��(n � UI 0 Z � N (") V�fl (D � N M � ln (O Y N (") y � � � � � � � � � � � � � 07 �7 � N Y� N N�fl ln �[O tD tD (O (O (O N � N M o ui O co cD o I� I� I� o � fD 1� 00 N a�i � no � v> o r ro 0 � W N x o � m - a� ~ > m s d a� p> J N > m N � � U O UJ w � � � O t U � w � � i..�¢a d Z d � � 0 �Y �a �� � m w � W w � o= dN J H W N d � L d � C .y a� � � G d � N t � O z V O O 10 O V N O V 7 O V 7 N 7 a0 t0 N fH EA M EA M 7 O M M EA M N 1q 00 (O O 0 Q� M tD N O tD (D (D N N OO M ~ � 1�0 HJV)7 VJV) M�M � �M � a�0 � fA W fA W fA N 7 N Y N � H 7 O O 1q O O N O O O O O O O O O 01 N m V3 EA 17 EA VJ 7 OO VJ V3 EA VJ V3 tR fl> fA N N _ _ C � a V3 7 OMD XN E/J Vl fA W � U R O H y u�i v�i o � v�i d � o LL v F» v v .� w vj `m a o� o� o m > w � C ~ W C W m o O O � � � C � � R C N Z C O 7 O O a 9 W m � � � f� m � N � � O O O O O V O O V 7 O V 7 N 7 00 N O fR EA HJ Of EA M fA EA M M EA M N 1p 00 (D � 9 1� tD t0 tD tD N N OO M OD J p �W EA tA M EA NM � NM M� io U O H � W p � � M ti � T � � � � N T �C z° a � � � 7 O N C� 0 � •� U a � � � � �� �� o � � M U N � `� 3 w 0 r p M YI R a0 f0 R S N N � N JN N N N � C � O '- a` � w N 1p t0 7 N t0 i f� o� M 1� V � � N � O C a` � O O O N � V O � N j� �O d a` o N N R L i C N � � � � O H N N � � � � ~ � E � O E U � O u�i � �° � � m � cQ n mN(� rn c o '� ': �r o� a�U' Q. S � ~ N� M � Q �� C �•-• O � N� tn C 3 ul � t6 �u u)F U p Qw 3 ��'� �� w y �� C ul .�.+ �.N E N Q � � � W O � U ~ �= d' U N N� N w � � N y U ��� � lU w � 3 F C� � � � KU � ���a a�'i7 p��cLo:B� c T O] (n H a' U 2 O�� N N ' �S� . ��' � a C N N ta � N N a• II d p� C � � � lyJ C � � C [n � � T.0 L31 � � O O -6 N U1 3 C � ��-6 a c E�� E U o R `o a� a3i " m� �` :� a � a� Y � c u 'ui E � �£ �.� O.o- � a � o� �� p Z Cy N� N o-o � a � o� � U� U� o a �HU a�� �cAw�� Cic�cn CiQ o_mU m Z Y y � N � � N M � N M 7 4� tD I� O O O ~ 00 QO OD O� 61 61 �� 61 � � O C N � N nO � � O r ro 0 �w � 0 � o � ~ > m s d a� p> J N > m N � � U � � w otO U � w � � i..�¢a City of Fort Worth, Texas Attachment C PMO Release Date: 05.19.2010 Page 1 of 1 ATTACHMENT “C” CHANGES AND AMENDMENTS TO STANDARD AGREEMENT changes to the Standard Agreement Design Services for City Project No. _____ City of Fort Worth, Texas Attachment D Revision Date: 07.20.2018 Page 1 of 1 ATTACHMENT “D” PROJECT SCHEDULE A. ENGINEER Project Schedule Development ENGINEER shall prepare a project schedule for the services to be provided in fulfilling the requirements of the Agreement and encompassing the Scope of Work defined in Attachment A to the Agreement. ENGINEER shall prepare and maintain project schedule throughout the life of the project as defined in the Agreement in compliance with the City’s Specification 00 31 15 entitled Engineer Project Schedule. ENGINEER’s project schedule will follow the Critical Path Methodology (CPM) for planned sequencing of the work activity and timing of the work. B. Schedule “Tier” Selection City has identified three “Tier” levels for project schedules as defined in City’s Specification 00 31 15, to align with the size and complexity of the project as a basis for schedule development. City’s Project Manager will determine the “Tier” level for the ENGINEER’s project schedule as part of the negotiation of the Agreement. C. Project Baseline Schedule ENGINEER will produce an initial project schedule and submit as a “baseline” for review and acceptance by City’s Project Manager as defined in City’s Specification 00 31 15 which will be referred to as the Project Baseline Schedule. Updates to the baseline schedule follow the requirements of City’s Specification 00 31 15. D. Project Progress Schedule ENGINEER will provide to the City, monthly updates to their project schedule indicating progress of the Work in compliance with the requirements of City’s Specification 00 31 15 and said schedule will be referred to as the Project Progress Schedule. E. Master Project Schedule City will develop and maintain a master project schedule for the overall project. ENGINEER’s project baseline and progress schedule submittals will be an integral part of the development and updating process of City’s Master Project Schedule. e> z° a O � o a' 3 £ � c � a� � ` - o � n � = 9 2 "- D - N� c ` '� � ° ` � a .— o �q ° Y � �� e o � q o : 3_ �,� c m m a a m �� ;, '3 ; �"_ o'E 0 0 .E .q � ' E E �'n � _ � ° c L, .r � ; ° " _ ' y� a � c � i E'o' � 2' c ��� A m�E�� o. 9 'E p '� 3 � � � 2 3 �� , a� 6 t g a o 3- $ r � � ' O T,� d � o' E 9 > � n o z '- 0 6 E V� '� /�— a � � � 6 o° E � � � a -� 'o� o a'� d E�+ C ; `u V' � C r E C _ '� E ..... c ..... ..... 2 x 'o � E � o � s � E � 2 � ^ °o � � u y: q � - c zj .a m q � - o a � .Y 'g E a '- j _ 'C � - E � 3 E' g ' � _ � � � ,� ,� ,� 4 ,. ,. ,. ,� � � r 3 � 3 3 � � � 3 3 � 3 � r 3 � � � � � � � � � � � � � � 3 3 3 3 3 3 3 3 3 r � � � r � � � � . 3 0 ;e - _ _ � E o u d � m o m a � � I f L p E E _ i 3 3 � � 4 LL ,� ,� F i i � i � � � � � � � � � r . � LL � f � � r � � � � LL LL 3 3 3 3 ,� � LL \ � - f - _ - s $ rI� �., ., .. .. ., e �. ., N r ., c ,. .. N e �o N m w I L._ E I I I I I I I I I I I I o I E _ 3 _ 3 � _ 3 - ' - 3 - - 3 - _ ,� _ e - - - ♦ 3 3 3 _ � - _ - � � - E E � _ _ \ _ ' � o - o a � o � ~ o � _ 3 3 \ N r - _ E d �_ � d � � e d- o � � o c 3 �� L' a - E T�. E c E - c 'E - " � L E E L �-°E' � - - E o o v �� £� o�, _� E � - E 3 0 3 ` ` E_ , E � o � o � � o � � P � o o � _ - _ = a o - - c a - io E 3 E_ E 3 E_ v o �E a g _ o _ _ - E' v . a � v� � c o - a ��� o - � d � v� n E '� _ '[ u LL � LL c ? u z= a d u �I� I� I� I� I� I� i� i�l" I� I" I" I" I" I" i� I" I�i" Im I� i"' I' I' I` i' �' I' I'�` i` i" i" I w�> L _ �o � � e � � E' E a �'u g '- o m o° " w _ o � c c _ _ � y a a _ � � : a` n f _ E E o p ` 9 u - c o; o m S- o P � v' a "r i� i x c' 3 n° E � - b � � � a a 0 Q « 3 a c E " a '� m .a � - r O y � 6 C v o �: a g -W° �° $ '� c .Y `p 0 0•E c 6 4 E 2, a� �� I I p / r � 2 a i / a 'a� � e � � � a $ City of Fort Worth, Texas Attachment E PMO release Date: 05.19.2010 Page 1 of 1 ATTACHMENT “E” LOCATION MAP Design Services for Northside Dr HROM City Project No. 106170 1 3 Rev. 5.04.21 2 3 Rev. 5.04.21 3 3 Rev. 5.04.21 POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - OPTION IV This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Designated Project(s) Or Location(s) Or Organization(s): Of Covered Operations: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.With respect to those person(s) or organization(s) but only if: shown in the Schedule above when you have (a)The written contract or written agreed in a written contract or written agreement agreement requires you to provide to provide insurance such as is afforded under this such coverage to such additionalf. Any Otherpolicy to them, Subparagraph ,insured at the project(s) or location(s)Party Additional Insureds When, under the designated in the Schedule; andRequired By Written Contract, Written (b)This Coverage Part provides coverageAgreement Or Permit Section II –Paragraph of for "bodily injury" or "property damage"Who Is An Insured is replaced with the following:included within the "products-f. Any Other Party completed operations hazard". Any other person or organization who is not The insurance afforded to the additionala. e.an insured under Paragraphs through insured shown in the Schedule applies: above, but only with respect to liability for (1)Only if the "bodily injury" or "property "bodily injury", "property damage" or "personal damage" occurs, or the "personal andand advertising injury" arising out of:advertising injury" offense is committed:(1)Your ongoing operations performed for (a)During the policy period; andsuch additional insured at the project(s) or (b)Subsequent to the execution of suchlocation(s) designated in the Schedule;written contract or written agreement; (2)Premises owned by or rented to you and andshown in the Schedule; or (c)Prior to the expiration of the period of(3)"Your work" for the additional insured at time that the written contract or writtenthe project(s) or location(s) designated in agreement requires such insurancethe Schedule and included within the be provided to the additional insured."products-completed operations hazard", Form HS 24 83 07 13 Page 1 of 2 © 2013, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission.) (2) When You Add Others As An AdditionalOnly to the extent permitted by law; and Insured To This Insurance(3)Will not be broader than that which you (a) Primary Insurance When Required By are required by the written contract or Contractwritten agreement to provide for such additional insured.This insurance is primary if you have agreed With respect to the insurance afforded to the in a written contract or written agreement that person(s) or organization(s) that are additional this insurance be primary. If other insurance insureds under this endorsement, the is also primary, we will share with all that following additional exclusion applies: other insurance by the method described in (c)Paragraph below. This insurance does notThis insurance does not apply to "bodily apply to other insurance to which theinjury", "property damage" or "personal and additional insured in the Schedule has been advertising injury" arising out of the rendering added as an additional insured.of, or the failure to render, any professional (b) Primary And Non-Contributory To Otherarchitectural, engineering or surveying Insurance When Required By Contractservices, including: (1)The preparing, approving, or failing to This insurance is primary to and will not seek prepare or approve maps, shop drawings, contribution from any other insurance opinions, reports, surveys, field orders, available to an additional insured under your change orders, designs or specifications; policy provided that: or (i)The additional insured in the Schedule is (2)Supervisory, inspection, architectural or a Named Insured under such other engineering activities. insurance; and (ii)The limits of insurance that apply to the additional You have agreed in a written contract or insured shown in the Schedule are described in the written agreement that this insurance Limits Of Insurance section. would be primary and would not seek contribution from any other insuranceHow this insurance applies when other insurance is available to the additional insured in theavailable to the additional insured is described in the Schedule.Section IV –Other Insurance Condition in Commercial General Liability Conditions (c) Method Of Sharing, except as otherwise amended below.If all of the other insurance permits B.With respect to insurance provided to the contribution by equal shares, we will follow person(s) or organization(s) that are additional this method also. Under this approach, each When Youinsureds under this endorsement, the insurer contributes equal amounts until it has Add Others As An Additional Insured To This paid its applicable limit of insurance or none of Insurance Othersubparagraph, under the the loss remains, whichever comes first. Insurance Section IV – Commercial Condition of If any of the other insurance does not permit General Liability Conditions is replaced with the contribution by equal shares, we will following:contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. All other terms and conditions in the policy remain unchanged. Page 2 of 2 Form HS 24 83 07 13 NAMED INSURED: IEA, Inc. POLICY NUMBER: 46UUNOL6HFH COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. W A I V E R O F T R A N S F E R R I G H T S O F R E C 0 V E R Y A G A I N S T 0 T H E R S THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART S C H E D U L E N A M E O F P E R S O N O R O R G A N I Z A T I O N: AS REQUIRED IN WRITTEN CONTRACT (IF NO ENTRY APPEARS ABOVE, INFORMATION REQUIRED TO COMPLETE THIS ENDORSEMENT WILL BE SHOWN IN THE DECLARATIONS AS APPLICABLE TO THIS ENDORSEMENT.) WE WAIVE ANY RIGHT OF RECOVERY WE MAY HAVE AGAINST THE PERSON OR ORGANIZATION SHOWN IN THE SCHEDULE BECAUSE OF PAYMENTS WE MAKE FOR INJURY OR DAMAGE ARISING OUT OF "YOUR WORK" DONE UNDER A CONTRACT WITH THAT PERSON OR ORGANIZATION. THE WAIVER APPLIES ONLY TO THE PERSON OR ORGANIZATION SHOWN IN THE SCHEDULE. FORM CG 24 04 12 19T PRINTED IN U.S.A. PAGE 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional If notice is mailed, proof of mailing to the last known Conditions:mailing address of the certificate holder(s) on file with A.If this policy is cancelled by the Company, other the agent of record or the Company will be sufficient than for nonpayment of premium, notice of such proof of notice. cancellation will be provided at least thirty (30)Any notification rights provided by this endorsement days in advance of the cancellation effective date apply only to active certificate holder(s) who were to the certificate holder(s) with mailing addresses issued a certificate of insurance applicable to thison file with the agent of record or the Company.policy's term. B.If this policy is cancelled by the Company for Failure to provide such notice to the certificate nonpayment of premium, or by the insured, notice holder(s) will not amend or extend the date the of such cancellation will be provided within (10)cancellation becomes effective, nor will it negate days of the cancellation effective date to the cancellation of the policy. Failure to send notice shall certificate holder(s) with mailing addresses on file impose no liability of any kind upon the Company or its with the agent of record or the Company.agents or representatives. Form IH 03 13 06 11 Page 1 of 1 © 2011, The Hartford POLICY NUMBER: 46 UUN OL5540 NAMED INSURED: IEA, Inc. POLICY NUMBER: 46UENOL5541 COMMERCIAL AUTOMOBILE HA99161221 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED Paragraph .1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add the following: d. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accidenY' that occurred before you formed or acquired the organization. e. Employees as Insureds (1). Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. f. Lessors as Insureds (1). The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (a) The agreement requires you to provide direct primary insurance for the lessor and (b) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. g. Additional Insured if Required by Contract (1) When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (a) During the policy period, and (b) Subsequent to the execution of such written contract, and Form HA 99 16 12 21 Page 1 of 5 O 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (c) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 2. Primary and Non-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in A.1.g. - Additional Insured if Required by Contract, the following provisions apply: (1) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (2) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in SECTION IV- Business Auto Conditions, B. General Conditions, Other Insurance 5.d. 3. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The SECTION IV- Business Auto Conditions, B. General Conditions, 5. OTHER INSURANCE Condition is amended by adding the following: e. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. Page 2 of 5 Form HA 99 16 12 21 4. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in-force covering all of your "employees". Coverage is excess over any other collectible insurance. 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accidenY', you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 6. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 7. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 8. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 9. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b. Section III, Physical Damage Coverage, Limit of Insurance, Paragraph C.2. is amended to add the following: $1,500 is the most we will pay for "loss" in any one "accidenY' to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: Form HA 99 16 12 21 Page 3 of 5 (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 10. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 11. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 12. TWO OR MORE DEDUCTIBLES (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 15. HIRED AUTO - COVERAGE TERRITORY SECTION IV, BUSINESS AUTO CONDITIONS, PARAGRAPH B. GENERAL CONDITIONS, 7. - POLICY PERIOD, COVERAGE TERRITORY - is added to include the following: (6) For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a"suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 16. WAIVER OF SUBROGATION Paragraph 5. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS A. Loss Conditions is amended by adding the following: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 17. RESULTANT MENTAL ANGUISH COVERAGE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accidenY', the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; �2) If the deductible under this Business Auto Coverage Form i: smallest) deductible, amount of the deductible. not the smaller (or it will be reduced by the smaller (or smallest) 13. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; The definition of "bodily injury" in SECTION V- DEFINITIONS, C. is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 18. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. Page 4 of 5 Form HA 99 16 12 21 19. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a"non-hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a"hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non-hybrid" auto's actual cash value or replacement cost, whichever is less, b. The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a. A"non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b. A"hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 20. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HA 99 16 12 21 Page 5 of 5 Form XL 00 03 09 16 Page 1 of 14 © 2016, The Hartford UMBRELLA LIABILITY POLICY PROVISIONS In this policy the words "you" and "your" refer to the Named Insured first shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. "We", "us" and "our" refer to the stock insurance company member of The Hartford Financial Services Group Inc. shown in the Declarations. Other words and phrases that appear in quotation marks also have special meaning. Refer to DEFINITIONS (Section VII). IN RETURN FOR THE PAYMENT OF THE PREMIUM, in reliance upon the statements in the Declarations made a part hereof and subject to all of the terms of this policy, we agree with you as follows: SECTION I - COVERAGES INSURING AGREEMENTS A. Umbrella Liability Insurance 1.We will pay those sums that the "insured" becomes legally obligated to pay as "damages" in excess of the "underlying insurance" or of the "self-insured retention" when no "underlying insurance" applies, because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies caused by an "occurrence". But, the amount we will pay as "damages" is limited as described in Section IV - LIMITS OF INSURANCE. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Section II - INVESTIGATION, DEFENSE, SETTLEMENT. 2.This insurance applies to "bodily injury", "property damage" or "personal and advertising injury" only if: a.The "bodily injury", "property damage" or "personal and advertising injury" occurs during the "policy period"; and b.Prior to the "policy period", no insured listed under Paragraph A.of Section III - Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the "policy period", that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the "policy period" will be deemed to have been known prior to the "policy period". 3."Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under paragraph A. of Section III - Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: a.Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; b.Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or c.Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. B. Exclusions This policy does not apply to: 1. Pollution Any obligation: a.To pay for the cost of investigation, defense or settlement of any claim or suit against any "insured" alleging actual or threatened injury or damage of any nature or kind to persons or property which arises out of or would not have occurred but for the pollution hazard; or b.To pay any "damages", judgments, settlements, loss, costs or expenses that may be awarded or incurred: i.By reason of any such claim or suit or any such injury or damage; or ii.In complying with any action authorized by law and relating to such injury or damage. As used in this exclusion, pollution hazard means an actual exposure or threat of exposure to the corrosive, toxic or other harmful properties of any solid, liquid, gaseous or thermal: a.Pollutants; b.Contaminants; POLICY NUMBER: 46XHUOL5542 Page 2 of 14 Form XL 00 03 09 16 c.Irritants; or d.Toxic substances; Including: Smoke; Vapors; Soot; Fumes; Acids; Alkalis; Chemicals, and Waste materials consisting of or containing any of the foregoing. Waste includes materials to be recycled, reconditioned or reclaimed. EXCEPTION This exclusion does not apply: a.To "bodily injury" to any of your "employees" arising out of and in the course of their employment by you; or b.To injury or damage as to which valid and collectible "underlying insurance" with at least the minimum limits shown in the Schedule of Underlying Insurance Policies is in force and applicable to the "occurrence". In such event, any coverage afforded by this policy for the "occurrence" will be subject to the pollution exclusions of the "underlying insurance" and to the conditions, limits and other provisions of this policy. In the event that "underlying insurance" is not maintained with limits of liability as set forth in the Schedule of Underlying Insurance Policies, coverage under any of the provisions of this exception does not apply. Exception b.does not apply to: "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (1)That are, or that are contained in any property that is : (a)Being transported or towed by, handled, or handled for movement into, onto or from, any "auto"; (b)Otherwise in the course of transit by or on behalf of the "insured"; or (c)Being stored, disposed of, treated or processed in or upon any "auto"; (2)Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto any "auto"; or (3)After the "pollutants" or any property in which the "pollutants" are contained are moved from any "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph (1)above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto", covered by the "underlying insurance" or its parts, if: a.The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and b.The "bodily injury,' "property damage" or "covered pollution cost or expense" does not arise out of the operation of any following equipment: i.Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting or well servicing equipment; and ii.Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers. Paragraphs (2)and (3)above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon an "auto" Form XL 00 03 09 16 Page 3 of 14 covered by the "underlying insurance" if: a.The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto", and b.The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. 2. Workers Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. 3. Contractual Liability Liability assumed by the "insured" under any contract or agreement with respect to an "occurrence" taking place before the contract or agreement is executed. 4. Personal And Advertising Injury This policy does not apply to "personal and advertising injury". EXCEPTION This exclusion does not apply to the extent that coverage for such "personal and advertising injury" is provided by "underlying insurance", but in no event shall any "personal and advertising injury" coverage provided under this policy apply to any claim or "suit" to which "underlying insurance" does not apply. Any coverage restored by this EXCEPTION applies only to the extent that such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies. 5. Underlying Insurance Any injury or damage: a.Covered by "underlying insurance" but for any defense which any underlying insurer may assert because of the "insured's" failure to comply with any condition of its policy; or b.For which "damages" would have been payable by "underlying insurance" but for the actual or alleged insolvency or financial impairment of an underlying insurer. 6. Aircraft "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, loading or unloading of any aircraft: a.Owned by any "insured"; or b.Chartered or loaned to any "insured". This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to aircraft that is: a.Hired, chartered or loaned with a paid crew; but b.Not owned by any "insured". This exclusion does not apply to "bodily injury" to any of your "employees" arising out of and in the course of their employment by you. 7. Watercraft "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, loading or unloading of any watercraft. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: a.Watercraft you do not own that is: (1)Less than 51 feet long, and (2)Not being used to carry persons or property for a charge; b."Bodily injury" to any of your "employees" arising out of and in the course of their employment by you; or c.Any watercraft while ashore on premises owned by, rented to or controlled by you. 8. War Any injury or damage, however caused, arising, directly or indirectly, out of: a.War, including undeclared or civil war; or Page 4 of 14 Form XL 00 03 09 16 b.Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c.Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 9. Damage To Property "Property damage" to property you own. 10. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. 11. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. 12. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: a.A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or b.A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. 13. Recall Of Products, Work Or Impaired Property "Damages" claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: a."Your product"; b."Your work"; or c."Impaired Property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. 14. Expected Or Intended "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 15. Employer Liability Coverage afforded any of your "employees" for "bodily injury" or "personal and advertising injury": a.To other "employees" arising out of and in the course of their employment; b.To the spouse, child, parent, brother or sister of that "employee" as a consequence of such "bodily injury" to that "employee". c.To you or, any of your partners or members, (if you are a partnership, joint venture), or your members (if you are a limited liability company); or d.Arising out of the providing or failing to provide professional health care services. Subparagraphs a.and b.of this exclusion apply: (1)Whether the "insured" may be liable as an employer or in any other capacity; and (2)To any obligation to share "damages" with or repay someone else who must pay "damages" because of the injury. EXCEPTION Subparagraphs a. and b. of this exclusion do not apply if "underlying insurance" is maintained providing coverage for such liability with minimum underlying limits, as described in the Schedule of Underlying Insurance Policies. 16. Property Damage To Employee's Property Coverage afforded any of your "employees" for "property damage" to property owned or occupied by or rented or loaned to: a.That "employee"; b.Any of your other "employees"; c.Any of your partners or members (if you are a partnership or joint venture); or d.Any of your members (if you are a limited liability company). Form XL 00 03 09 16 Page 5 of 14 17. Uninsured Or Underinsured Motorists Any claim for: a.Uninsured or Underinsured Motorists Coverage; b.Personal injury protection; c.Property protection; or d.Any similar no-fault coverage by whatever name called; Unless this policy is endorsed to provide such coverage. 18. Employment Practices Liability a.Any injury or damage to: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment; or (c)Employment-related practices, policies, acts or omissions, such as but not limited to: coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or (2)The spouse, child, parent, brother or sister of that person, as a consequence of any injury or damage to that person at whom any of the employment-related practices described in paragraphs (a),(b),or (c)above is directed. This exclusion applies: i.Whether the injury-causing event described in part (1)above occurs before employment, during employment or after employment of that person; ii.Whether the "insured" may be liable as an employer or in any other capacity; and iii.To any obligation to share "damages" with or repay someone else who must pay "damages" because of the injury. 19. Employee Retirement Income Security Act Any liability arising out of intentional or unintentional violation of any provision of the Employee Retirement Income Security Act of 1974, Public Law 93-406 (commonly referred to as the Revision Act of 1974), or any amendments to them. 20. Asbestos Any injury, damages, loss, cost or expense, including but not limited to "bodily injury", "property damage" or "personal and advertising injury" arising out of, or relating to, in whole or in part, the "asbestos hazard" that: a.May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; or b.Arise out of any request, demand, order, or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of any "asbestos hazard"; or c. Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". 21. Racing And Stunting Activities "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, or loading or unloading of any "auto" or "mobile equipment" while being used in any: a.Prearranged or organized racing, speed or demolition contest; b.Stunting activity; or c.Preparation for any such contest or activity. 22. Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: a.Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or b.The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit Page 6 of 14 Form XL 00 03 09 16 monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1)or (2)above. However, unless Paragraph (1)above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 23. Limited Underlying Coverage Any injury, damage, loss, cost or expense, including but not limited to "bodily injury", "property damage" or "personal and advertising injury" for which: a.an "underlying insurance" policy or policies specifically provides coverage; but b.because of a provision within the "underlying insurance" such coverage is provided at a limit or limits of insurance that are less than the limit(s) for the "underlying insurance" policy or policies shown on the Schedule of Underlying Insurance Policies. 24. Recording And Distribution Of Material Or Information In Violation Of Law Any injury, damage, loss, cost or expense, including but not limited to "bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: a.The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; b.The CAN-SPAM Act of 2003, including any amendment of or addition to such law; c.The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or d.Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. SECTION II - INVESTIGATION, DEFENSE, SETTLEMENT A.With respect to "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies (whether or not the "self-insured retention" applies) and 1.For which no coverage is provided under any "underlying insurance"; or 2.For which the underlying limits of any "underlying insurance" policy have been exhausted solely by payments of "damages" because of "occurrences" during the "policy period", We: 1.Will have the right and the duty to defend any "suit" against the "insured" seeking "damages" on account thereof, even if such "suit" is groundless, false or fraudulent; but our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under coverages afforded by this policy; 2.May make such investigation and settlement of any claim or "suit" as we deem expedient; 3.Will pay all expenses incurred by us, all court costs taxed against the "insured" in any "suit" defended by us and all interest on the entire amount of any judgment therein which accrues after the entry of the judgment and before we have paid or tendered or deposited in court that part of the judgment which does not exceed the applicable limit of insurance. However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured; 4.Will pay all premiums on appeal bonds required in any such "suit", premiums on bonds to release attachments in any such "suit" for an amount not in excess of the applicable limit of insurance, and the cost of bail bonds required of the "insured" because of an accident or traffic law violation arising out of the operation of any vehicle to which this policy applies, but we will have no obligation to applyfor or furnish any such bonds; 5.Will pay all reasonable expenses incurred by the "insured" at our request in assisting us in the investigation or defense of any claim or "suit", including actual loss of earnings not to exceed $500 per day per "insured"; Form XL 00 03 09 16 Page 7 of 14 and the amounts so incurred, except settlement of claims and "suits," are not subject to the "self- insured retention" and are payable in addition to any applicable limit of insurance. The "Insured" agrees to reimburse us promptly for amounts paid in settlement of claims or "suits" to the extent that such amounts are within the "self-insured retention". B.You agree to arrange for the investigation, defense or settlement of any claim or "suit" in any country where we may be prevented by law from carrying out this agreement. We will pay defense expenses incurred with our written consent in connection with any such claim or "suit" in addition to any applicable limit of insurance. We will also promptly reimburse you for our proper share, but subject to the applicable limit of insurance, of any settlement above the "self-insured retention" made with our written consent. C.We will have the right to associate at our expense with the "insured" or any underlying insurer in the investigation, defense or settlement of any claim or "suit" which in our opinion may require payment hereunder. In no event, however, will we contribute to the cost and expenses incurred by any underlying insurer. SECTION III - WHO IS AN INSURED A.If you are doing business as: 1.An individual, you and your spouse are "insureds", but only with respect to the conduct of a business of which you are the sole owner. 2.A partnership or joint venture, you are an "insured". Your members, your partners, and their spouses are also "insureds", but only with respect to the conduct of your business. 3.A limited liability company, you are an "insured". Your members are also "insureds", but only with respect to the conduct of your business. Your managers are "insureds", but only with respect to their duties as your managers. 4.An organization other than a partnership, joint venture or limited liability company, you are an "insured". Your "executive officers" and directors are "insureds", but only with respect to their duties as your officers or directors. Your stockholders are also "insureds", but only with respect to their liability as stockholders. 5.A trust, you are an "insured". Your trustees are also "insureds", but only with respect to their duties as trustees. B.Each of the following is also an "insured": 1.Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees," other than your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts: a.Within the scope of their employment by you or while performing duties related to the conduct of your business; and b.Only if such "volunteer workers" or "employees" are insureds under "underlying insurance" with limits of liability no less than stated in the Schedule of Underlying Insurance Policies, subject to all the coverage, terms, conditions and limitations of such "underlying insurance". 2.Any person or organization with whom you agreed, because of a written contract, written agreement or because of a permit issued by a state or political subdivision, to provide insurance such as is afforded under this policy, but only with respect to your operations, "your work" or facilities owned or used by you. This provision does not apply: a.Unless the written contract or written agreement has been executed, or the permit has been issued prior to the "bodily injury," "property damage," or "personal and advertising injury"; and b.Unless limits of liability specified in such written contract, written agreement or permit is greater than the limits shown for "underlying insurance"; or c.Beyond the period of time required by the written contract or written agreement. 3.Any person or organization having proper temporary custody of your property if you die, but only: a.With respect to liability arising out of the maintenance or use of that property; and b.Until your legal representative has been appointed. 4.Your legal representative if you die, but only with respect to his or her duties as such. That representative will have all your rights and duties under this policy. C.With respect to "auto", any "insured" in the "underlying insurance" is an "insured" under this insurance policy, subject to all the limitations of such "underlying insurance". D.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain Page 8 of 14 Form XL 00 03 09 16 financial interest of more than 50% of the voting stock, will qualify as an "insured" if there is no other similar insurance available to that organization. However: 1.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the "policy period", whichever is earlier; 2.This insurance does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and 3.This insurance does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. E.Each person or organization, not included as an "insured" in Paragraphs A., B., C., or D., who is an "insured" in the "underlying insurance" is an "insured" under this insurance subject to all the terms, conditions and limitations of such "underlying insurance". No person or organization is an "insured" with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. With respect to any person or organization who is not an "insured" under "underlying insurance", coverage under this policy shall apply only to loss in excess of the amount of the "underlying insurance" or "self-insured retention" applicable to you. However, coverage afforded by reason of the provisions set forth above applies only to the extent: (i)Of the scope of coverage provided by the "underlying insurance" but in no event shall coverage be broader than the scope of coverage provided by this policy and any endorsements attached hereto; and (ii)That such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies. SECTION IV - LIMITS OF INSURANCE A.The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: 1."Insureds"; 2.Claims made or "suits" brought; 3.Persons or organizations making claims or bringing "suits"; or 4.Coverages under which damages are covered under this policy. B.The Limit of Insurance stated as the General Aggregate Limit is the most we will pay for the sum of "damages", other than "damages": 1.Because of injury or damage included within the "products-completed operations hazard"; 2.Because of "bodily injury" by disease to your "employees" arising out of and in the course of their employment by you; and 3.Because of "bodily injury" and "property damage" arising out of the ownership, operations, maintenance, use, entrustment to others, loading or unloading of any "auto". C.The Limit of Insurance stated as the Products Completed Operations Aggregate Limit is the most we will pay for "damages" because of injury or damage included within the "products- completed operations hazard". D.The Limit of Insurance stated as the Bodily Injury By Disease Aggregate Limit is the most we will pay for "damages" because of "bodily injury" by disease to your "employees" arising out of and in the course of their employment by you. E.Subject to B., C.,or D above, whichever applies, the Each Occurrence Limit is the most we will pay for "damages" because of all "bodily injury", "property damage", and "personal and advertising injury" arising out of any one "occurrence". F.Our obligations under this insurance end when the applicable Limit of Insurance available is used up. If we pay any amounts for "damages" in excess of that Limit of Insurance, you agree to reimburse us for such amounts. G.The Limits of Insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the "policy period" shown in the Declarations. However, if the "policy period" is extended after issuance for an additional period of less than 12 months, the additional period will be deemed part of the last preceding period for the purpose of determining the Limits of Insurance. SECTION V - NUCLEAR ENERGY LIABILITY EXCLUSION (Broad Form) A.The insurance does not apply: 1.To "bodily injury" or "property damage": a.With respect to which an "insured" under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured Form XL 00 03 09 16 Page 9 of 14 under any such policy but for its termination upon exhaustion of its limit of liability; or b.Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "insured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. 2.To "bodily injury" or "property damage" resulting from the "hazardous properties" of "nuclear material" if: a.The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on behalf of, an "insured" or (b) has been discharged or dispersed therefrom; b.The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an "insured"; or c.The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion c.applies only to "property damage" to such "nuclear facility" and any property thereat. B.As used in this exclusion: "Hazardous properties" include radioactive, toxic or explosive properties; "Nuclear material" means "source material", "special nuclear material" or "by-product material"; "Source material", "special nuclear material" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility". "Nuclear facility" means: (1)Any "nuclear reactor"; (2)Any equipment or device designed or used for (a)separating the isotopes of uranium or plutonium,(b)processing or utilizing "spent fuel," or (c)handling, processing or packaging "waste"; (3)Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (4)Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; "Property damage" includes all forms of radioactive contamination of property. SECTION VI - CONDITIONS A. Premium All premiums for this policy shall be computed in accordance with Item 5 of the Declarations. The premium stated as such in the Declarations is a deposit premium only which shall be credited to the amount of any earned premium. At the close of each "policy period", the earned premium shall be computed for such period, and upon notice thereof to the Named Insured first shown in the Declarations shall become due and payable by such Named Insured. If the total earned premium for the "policy period" is less than the premium previously paid and more than the minimum premium, we shall return to such Named Insured the unearned portion paid by such Named Insured. The Named insured first shown in the Declarations shall maintain records of such information as is necessary for premium computation, and shall send copies of such records to us at the end of the "policy period" and at such times during the "policy period" as we may direct. Page 10 of 14 Form XL 00 03 09 16 B. Inspection And Audit We shall be permitted but not obligated to inspect your property and operations at any time. Neither our right to make inspections, nor the making thereof, nor any report thereon, shall constitute an undertaking on your behalf or for your benefit or that of others to determine or warrant that such property or operations are: 1.Safe; 2.Healthful; or 3.In compliance with any law, rule or regulation. We may examine and audit your books and records at any time during the "policy period" and extensions thereof and within three years after the final termination of this policy, insofar as they relate to the subject matter of this policy. C. Duties In The Event Of Occurrence, Claim Or Suit 1.You must see to it that we are notified as soon as practicable of an "occurrence" which may result in a claim under this policy. This requirement applies only when such "occurrence" is known to any of the following: a.You or any additional insured that is an individual; b.Any partner, if you or an additional insured are a partnership; c.Any manager, if you or an additional insured are a limited liability company; d.Any "executive officer" or insurance manager, if you or an additional insured are a corporation; e.Any trustee, if you or an additional insured is a trust; or f.Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. To the extent possible, notice should include: a.How, when and where the "occurrence" took place; b.The names and addresses of any injured persons and witnesses; and c.The nature and location of any injury or damage arising out of the "occurrence" or "offense". 2.If a claim is made or "suit" is brought against any insured, you must: a.Immediately record the specifics of the claim or "suit" and the date received; and b.Notify us in writing as soon as practicable if the claim is likely to exceed the amount of the "self-insured retention" or "underlying insurance", whichever applies. 3.You and any other involved insured must: a.Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit" involving or likely to involve a sum in excess of any "self- insured retention" or "underlying insurance", whichever applies"; b.Authorize us to obtain records and other information; c.Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and d.Assist us, upon our request in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this policy or any "underlying insurance" or "self-insured retention" may apply. 4.No insured will, except at that insured's own cost, make or agree to any settlement for a sum in excess of: a.The total limits of "underlying insurance"; or b.The "self-insured retention" if no "underlying insurance" applies without our consent. 5.No insureds will, except at that insured's own cost, make a payment, assume any obligation, or incur any expenses, other than first aid, without our consent. D. Assistance And Cooperation Of The Insured The "insured" shall: 1.Cooperate with us and comply with all the terms and conditions of this policy; and 2.Cooperate with any of the underlying insurers as required by the terms of the "underlying insurance" and comply with all the terms and conditions thereof. The "insured" shall enforce any right of contribution or indemnity against any person or organization who may be liable to the "insured" because of "bodily injury", "property damage" or "personal and advertising injury" with respect to this policy or any "underlying insurance". E. Legal Action Against Us No person or organization has a right under this policy: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or Form XL 00 03 09 16 Page 11 of 14 b.To sue us on this policy unless all of its terms and those of the "underlying insurance" have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but, we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the limit of liability. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. F. Appeals In the event the "insured" or the "insured's" underlying insurer elects not to appeal a judgment in excess of the "underlying insurance" or the "self-insured retention," we may elect to make such appeal, at our cost and expense. If we so elect, we shall be liable in addition to the applicable Limit of Insurance, for the: 1.Taxable costs; 2.Disbursements; and 3.Additional interest incidental to such appeal; But in no event will we be liable for "damages" in excess of the applicable aggregate Limit of Insurance. If a judgment is rendered in excess of the limits of "underlying insurance" and we offer to pay our full share of such judgment, but you or your underlying insurers elect to appeal it, you, your underlying insurers or both will bear: a.The cost and duty of obtaining any appeal bond; b.The taxable costs, disbursements and additional interest incidental to such appeal; and c.Any increase in damages over the amount the matter could have been settled for after the verdict was entered and before the appeal was filed. G. Other Insurance This policy shall apply in excess of all "underlying insurance" whether or not valid and collectible. It shall also apply in excess of other valid and collectible insurance (except other insurance purchased specifically to apply in excess of this insurance) which also applies to any loss for which insurance is provided by this policy. These excess provisions apply, whether such other insurance is stated to be: 1.Primary; 2.Contributing; 3.Excess; or 4.Contingent. H. Transfer Of Rights Of Recovery Against Others To Us 1. Transfer Of Rights Of Recovery If the insured has rights to recover all or a part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after a loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. a.Recoveries shall be applied to reimburse: (1)First, any interest (including the Named Insured) that paid any amount in excess of our limit of liability; (2)Second, us, along with any other insurers having a quota share interest at the same level; (3)Third, such interests (including the Named Insured) of whom this insurance is excess. However, a different apportionment may be made to effect settlement of a claim by agreement signed by all interests. b.Reasonable expenses incurred in the exercise of rights of recovery shall be apportioned among all interests in the ratio of their respective losses for which recovery is sought. 2. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the "insured" has waived any rights of recovery against any person or organization for all or part of any payment we have made under this policy, we also waive that right, provided the "insured" waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. I. Changes This policy contains all the agreements between you and us concerning the insurance afforded. Notice to any agent, or knowledge possessed by any agent or any other person shall not effect a waiver or a change in any part of this policy, or stop us from asserting any rights under the terms of this policy. The Named Insured first shown in the Declarations is authorized on behalf of all "insureds" to agree with us on changes in the terms of this policy. If the terms are changed, the changes will be shown in an endorsement issued by us and made a part of this policy. Page 12 of 14 Form XL 00 03 09 16 J. Separation Of Insureds Except with respect to the Limits of Liability, and any rights or duties specifically assigned in this policy to the Named Insured first shown in the declarations, this insurance applies: a.As if each Named Insured were the only Named Insured: and b.Separately to each insured against whom claim is made or "suit" is brought. K. Maintenance Of Underlying Insurance Policies affording in total the coverage and limits stated in the Schedule of Underlying Insurance Policies shall be maintained in full effect during the currency of this policy. Your failure to comply with the foregoing shall not invalidate this policy, but in the event of such failure, we shall be liable only to the extent that we would have been liable had you complied herewith. The Named Insured first shown in the Declarations shall give us written notice as soon as practicable of any of the following: 1. Any change in the coverage or in the limits of any "underlying insurance", including but not limited to a change from occurrence coverage to claims made coverage; 2.Termination of part or all of one or more of the policies of "underlying insurance"; 3.Reduction or exhaustion of an aggregate limit of liability of any "underlying insurance". The "self-insured retention" shall not apply should the "underlying insurance" be exhausted by the payment of claims or "suits" which are also covered by this policy. L. Cancellation 1.The Named Insured first shown in the Declarations may cancel this policy by mailing or delivering to us or to any of our authorized agents advance written notice of cancellation. 2.We may cancel this policy by mailing or delivering to the Named Insured first shown in the Declarations at the address shown in this policy, written notice of cancellation at least: a.10 days before the effective date of cancellation if such Named Insured fails to pay the premium or any installment when due; or b.30 days before the effective date of cancellation if we cancel for any other reason. 3.If notice is mailed, proof of mailing will be sufficient proof of notice. Notice will state the effective date of cancellation. The "policy period" will end on that date. Delivery of such notice by the Named Insured first shown in the Declarations or by us will be equivalent to mailing. 4.If the Named Insured first shown in the Declarations cancels, the refund may be less than pro rata, but we will retain any minimum premium stated as such in the Declarations. If we cancel, the refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund. M. Non-Renewal 1.If we decide not to renew, we will mail or deliver to the Named Insured first shown in the Declarations, at the address shown in this policy, written notice of non-renewal at least 30 days before the end of the "policy period". 2.If notice is mailed, proof of mailing will be sufficient proof of notice. 3.If we offer to renew but such Named Insured does not accept, this policy will not be renewed at the end of the current "policy period". N. Workers' Compensation Agreement With respect to "bodily injury" to any officer or other employee arising out of and in the course of employment by you, you represent and agree that you have not abrogated and will not abrogate your common-law defenses under any Workers' Compensation Law by rejection of such law or otherwise. If at any time during the "policy period" you abrogate such defenses, the insurance for "bodily injury" to such officer or other employee automatically terminates at the same time. O. Bankruptcy Or Insolvency In the event of the bankruptcy or insolvency of the "insured" or any entity comprising the "insured", we shall not be relieved of any of our obligations under this policy. P. Representations By accepting this policy, you agree: a.The statements in the Declarations are accurate and complete; b.The statements in the Schedule Of Underlying Insurance Policies are accurate and complete; c.The statements in a. and b. are based upon representations you made to us: d.We have issued this policy in reliance upon your representations; and e.If unintentionally you should fail to disclose all hazards at the inception of this policy, we shall not deny coverage under this policy because of such failure. Form XL 00 03 09 16 Page 13 of 14 SECTION VII - DEFINITIONS Except as otherwise provided in this section or amended by endorsement, the words or phrases that appear in quotation marks within this policy shall follow the definitions of the applicable "underlying insurance" policy. "Accident"includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage". "Asbestos hazard"means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. "Auto"means: a.A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". "Covered pollution cost or expense"means any cost or expense arising out of: 1.Any request, demand, order or statutory or regulatory requirement; or 2.Any claim or "suit" by or on behalf of a governmental authority demanding that the "insured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants". "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (1)That are, or that are contained in any property that is: a.Being transported or towed by, handled, or handled for movement into, onto or from, any "auto"; b.Otherwise in the course of transit by or on behalf of the "insured"; or c.Being stored, disposed of, treated or processed in or upon any "auto"; or (2)Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto any "auto"; or (3)After the "pollutants" or any property in which the "pollutants" are contained are moved from any "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a.above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto", covered by the "underlying insurance" or its parts, if: (1)The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2)The "bodily injury," "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in paragraphs 6.b and 6.c.of the definition of "mobile equipment". Paragraphs b.and c.above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon an "auto" covered by the "underlying insurance" if: (1)The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto"; and (2)The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. "Damages"include prejudgment interest awarded against the "insured" on that part of the judgment we pay. "Damages" do not include: 1.Fines; 2.Penalties; or 3.Damages for which insurance is prohibited by the law applicable to the construction of this policy. Subject to the foregoing, "damages" include damages for any of the following which result at any time from "bodily injury" to which this policy applies: 1.Death; 2.Mental anguish; 3.Shock; 4.Disability; or 5.Care and loss of services or consortium. "Insured"means any person or organization qualifying as an insured in the applicable WHO IS AN INSURED provision of this policy. The insurance afforded applies separately to each "insured" against whom claim is made or "suit" is brought, except with respect to the limit of our liability under LIMITS OF INSURANCE (SECTION IV). "Occurrence"means 1.With respect to "bodily injury" or "property damage": an accident, including continuous or Page 14 of 14 Form XL 00 03 09 16 repeated exposure to substantially the same general harmful conditions, and 2.With respect to "personal and advertising injury": an offense described in one of the numbered subdivisions of that definition in the "underlying insurance". "Policy period"means the period beginning with the inception date stated as such in the Declarations and ending with the earlier of: 1.The date of cancellation of this policy; or 2.The expiration date stated as such in the Declarations. "Self-insured retention"means the amount stated as such in the Declarations which is retained and payable by the "insured" with respect to each "occurrence". "Underlying insurance"means the insurance policies listed in the Schedule of Underlying Insurance Policies, including any renewals or replacements thereof, which provide the underlying coverages and limits stated in the Schedule of Underlying Insurance Policies. The limit of "underlying insurance" includes: 1.Any deductible amount; 2.Any participation of any "insured"; and 3.Any "self-insured retention" above or beneath any such policy; Less the amount, if any, by which the aggregate limit of such insurance has been reduced by any payment relating to any act, error, omission, injury, damage or offense for which insurance is provided by this policy, including Medical Payments Coverage as described in the "underlying insurance." The coverages and limits of such policies and any such deductible amount, participation or "self-insured retention" shall be deemed to be applicable regardless of: 1.Any defense which any underlying insurer may assert because of the "insured's" failure to comply with any condition of its policy; or 2.The actual or alleged insolvency or financial impairment of any underlying insurer or any "insured". The risk of insolvency or financial impairment of any underlying insurer or any "insured" is borne by you and not by us. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form WC 42 03 04 B Printed in U.S.A. Process Date: 03/28/24 Policy Expiration Date: 04/01/25 TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Endorsement Number:Policy Number: 46 WB OL6H6V Effective Date: 04/01/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:IEA INC 6505 MAPLESHADE LANE DALLAS TX 75252 This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. ( ) Special Waiver Name of person or organization (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 42 06 01 Printed in U.S.A. Process Date: Policy Expiration Date: TEXAS NOTICE OF MATERIAL CHANGE ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. In the event of cancellation or other material change of the policy, we will mail advance notice to the person or organization named in the Schedule. The number of days advance notice is shown in the Schedule. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE 1. Number of days advance notice: 2. Notice will be mailed to: 30 PER LIST ON FILE 03/28/24 04/01/25 POLICY NUMBER: 46WBOL6H6V NAMED INSURED: IEA, Inc. POLICY NUMBER: ADP-0000534 0 ��`�WESTFIELD `s� SPECIALTYSM PROFESSIONAL AND POLLUTION LIABILITY POLICY FOR DESIGN PROFESSIONALS In consideration of premium payment and in reliance upon the Application, and subject to all terms, conditions, and endorsements of this Policy, the Named Insured, on behalf of all Insureds, and the Insurer agree as follows: I. II. III. COVERAGE Liability Couerage for: Professional Services Wrongful Acts; Pollution Incidents; Network Security Wrongful Acts; Technology Wrongful Acts; and Personal Injury Offenses. INSLTRING AGREEMENT The Insurer shall pay, on behalf of an Insured, Damages on account of a Claim first made against an Insured and reported in writing to the Insurer during the Policy Period, or any applicable Extended Reporting Period, for a Wrongful Act which first occurs on or after the Retroactive Date and prior to the end of the Policy Period. SUPPLEMENTAL COVERAGES The Supplemental Coverages set forth in this Section III are not subject to a Retention, and any payment made hereunder is in addition to the Limits of Liability shown in Item 4 of the Declarations. Disciplinary Proceeding Coverage A. The Insurer will reimburse an Insured in an aggregate amount not to exceed $50,00o per Policy Period for reasonable legal fees or expenses incurred by the Insured, with the Insurer's written consent, in responding to a Disciplinary Proceeding first commenced against an Insured and reported to the Insurer during the Policy Period. The Insurer will not be responsible for any fines or penalties assessed against the Insured. Crisis Management Costs Coverage B. The Insurer will reimburse the Named Insured for Crisis Management Costs on account of a Crisis Event first occurring and reported to the Insurer during the Policy Period; provided that the Insurer's maximum limit of liability for all Crisis Management Costs shall not exceed $ i5,000 for any one Crisis Event or $45,00o for all such Crisis Events. Pre-Claim Fxpense Coverage C. Until the date a Claim is made, the Insurer may, at its sole discretion, pay in an aggregate amount not to exceed $5,00o per Policy Period for reasonable fees, costs, or expenses incurred as a result of investigating a Potential Claim reported in accordance with Section IX of this Policy. Subpoena Coverage � The Insurer will pay, on behalf an Insured, in an aggregate amount not to exceed $50,00o per Policy Period the reasonable legal fees and expenses incurred by counsel, selected and retained by the Insurer, to respond to a subpoena, including the production of subpoenaed documents and the preparation and representation of the Insured for sworn testimony; provided that such subpoena: (1) �2) is not related to a Claim but arises out of the performance of Professional Services rendered by the Insured on or after the Retroactive Date and prior to the end of the Policy Period; and is both served upon the Insured and reported in writing to the Insurer during the Policy Period. AEP 0000i o�24 Page i of i� c�2o24 Westfield Specialty�. All Rights Reserved. r ��`�WESTFIELD `s� SPECIALTYSM The Insurer is under no obligation to renew this Policy upon its expiration. If the Insurer decides to non-renew this Policy, the Insurer shall mail to the Named Insured written notice stating such intent at least sixty (60) days before the Policy Period expiration date set forth in Item 2 of the Declarations. Such notice shall state the reason for non-renewal. (g) Notice of Cancellation and Non-Renewal The Insurer shall mail or deliver any notice of cancellation or non-renewal in writing to the Named Insured and, if applicable, the Named Insured's agent or broker. Proof of mailing shall be sufficient proof of notice, and proof of delivery shall be treated the same as mailing. B. Alternation, Assigmnent and Headings No change in, modification of, or assignment of interest under this Policy shall be effective except when made by a written endorsement to this Policy that is issued by the Insurer. The titles and headings to the various Sections, Subsections, and endorsements of this Policy are included solely for ease of reference and do not in any way limit, expand, or otherwise affect the terms and conditions of coverage. C. Mergers and Acquisitions If during the Policy Period the Named Insured undergoes a merger, acquisition, or dissolution, then the Named Insured shall give the Insurer written notice of such change as soon as practicable, but in no event later than the earlier of: (i) si}rty (60) days after the effective date of such merger, acquisition, or dissolution; or (z) the end of the Policy Period. In the event of such change, the Insurer shall have the right to adjust the premium or revise coverage, subject to all other terms and conditions of the Policy, and the Named Insured shall accept any premium adjustment or coverage revisions which the Insurer may require. D. Conflicting Statutes Any part of this Policy which is in conflict with the statutes of the state in which this Policy is issued is amended to conform to such statutes. Notwithstanding the foregoing, if there is an inconsistency between a state amendatory endorsement attached to this Policy and any other term or condition of this Policy, the Insurer shall apply, where permitted by law, those terms and conditions either of such state amendatory endorsement or the Policy which are more favorable to the Insured's coverage; provided that, with respect to any time period relating to notice of cancellation or non-renewal, the Insurer shall apply the applicable state law. E. Subrogation In the event of any payment under this Policy, the Insurer shall be subrogated to the extent of such payment to all the Insured's rights of recovery. The Insured shall execute all papers required and shall do everything necessary to secure and preserve such rights, including the execution of such documents necessary to enable the Insurer to effectively bring suit or otherwise pursue subrogation rights in the name of the Insured. Any recoveries by the Insurer of Damages paid under this Polic_y shall be the sole properry of the Insurer. The Insurer hereby waives its rights against any person or entity to the extent that the Named Insured has, prior to a Wrongful Act or Pollution Incident, entered into a written agreement to waive such rights. F. Other Insurance This Policy shall be specifically excess of and shall not contribute with any other valid and collectible insurance (including any insurance under which there is a duty to defend or any project specific insurance), regardless of whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is specifically excess insurance over the limit of liability of this Policy. AEP 0000i o�24 Page i5 of i� c�2o24 Westfield Specialty�. All Rights Reserved. City of Fort Worth, Mayor and Texas Council Communication DATE: 06/10/25 M&C FILE NUMBER: M&C 25-0552 LOG NAME: 20SWM NORTHSIDE DRIVE HROM DESIGN SUBJECT (CD 9) Authorize Execution of an Engineering Agreement with IEA Inc. in the Amount of $259,188.00 for Design of the Northside Drive Hazardous Road Overtopping Mitigation Project RECOMMENDATION: It is recommended that the City Council authorize execution of an engineering agreement with IEA Inc., in the amount of $259,188.00, for design of the Northside Drive Hazardous Road Overtopping Mitigation project (City Project No. 106170). DISCUSSION: The engineering agreement recommended by this Mayor and Council Communication (M&C) with IEA Inc. (IEA) will provide engineering and design services related to the Northside Drive Hazardous Road Overtopping Mitigation (HROM) project (City Project No. 106170). To better protect drivers from roadway flooding, the project will mitigate the risk of hazardous road overtopping of Northside Drive by increasing the capacity of the stormwater infrastructure befinreen the Union Pacific railroad and Mercado Drive, which includes the rehabilitation of an outfall into the West Fork Trinity River. The HROM program is an ongoing effort to identify hazardous road flooding locations, prioritize them based on risk, and, where feasible, implement solutions to make them safer. The HROM program was created in response to life-threatening and fatal incidents associated with flooded roads, usually at stream crossings. In May 2021, the Transportation and Public Works Department (TPV�, Stormwater Management Division (SWMD), published a Request for Qualifications (RFQ) for various engineering consulting services. Forty-five consultants responded to the RFQ for the project design service area with Statements of Qualifications (SOQ). An evaluation team of three City staff subject matter experts from the Stormwater Management and Capital Delivery Divisions of TPW scored the SOQs based on company experience, prior projects, workload, and team experience. The City's Business Equity team also evaluated the SOQs. A pool of finrenty-one consultants was selected based upon these scores to be matched with specific projects. Based on this scoring, IEA was selected as the most qualified consultant to pertorm design services for this project. IEA was engaged in May 2022 to expedite delivery through an administrative jump-start contract (City Secretary Contract No. 57580) in the amount of $45,000.00 and has participated in project development and evaluation of potential improvement alternatives to be implemented in the final design. The jump-start contract was funded by the SW HROM Feasibility Assessment and Development Program (City Project No. 102503). IEA proposes to perForm final design and engineering services for a fee in the amount of $259,188.00. The engineer will also prepare plans and specifications for construction and provide services during bidding and construction. Staff consider the fee to be fair and reasonable for the scope of services proposed. In addition to final design and engineering services, the available project funds totaling $135,812.00 will be used for railroad agreements and project management. Funding is budgeted in the Northside Drive HROM project (City Project No. 106170) within the Drainage Revenue Bonds Series 2023 Fund. Business Equity—The Business Equity Division placed a 12.90% business equity goal on this solicitation/contract. IEA Inc. will be exceeding the goal at 94.38% as a Business Equity Prime and self-perForming the scope of the services, meeting the City's Business Equity Ordinance. Any changes in subcontractors will be reviewed by the Business Equity Division. This project is located in COUNCIL DISTRICT 9. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the Northside Drive HROM project within the Drainage Rev Bonds Series 2023 Fund to support the approval of the recommendation and award of the contract. Prior to any expenditure being incurred, the Transportation & Public Works Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office b� Jesica McEachern 5804 Originating Business Unit Head: Lauren Prieur 6035 Additional Information Contact: Thanaa Maksimos 2485 Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE: M&C: 2 CPN: 10 CSO: DOC#: Date: To: Name Department Initials Date Out 1. – Signature (@ .com)Engineer 2. Ben Thompson - Signature TPW Project Mgr. 3. Thanaa Maksimos – Review TPW Program Mgr. 4. Lissette Acevedo – Review TPW Sr. CPO 5. Patricia Wadsack - Review TPW Asst. Dir. 6. Lauren Prieur - Signature TPW Dir. 7. Doug Black - Signature Legal 8. Jesica McEachern - Signature CMO 9. Ronald Gonzales - Review CSO 10. Jannette Goodall - Signature CSO 11. Allison Tidwell - Review CSO 12. TPW_SW_Contracts TPW_SW CC: Program Manager – Thanaa Maksimos, Sr. CPO – Lissette Acevedo, TPW BSPAP Recon Team – Cindy Sengathith DOCUMENTS FOR CITY MANAGER’S SIGNATURE:All documents received from any and all City Departments requesting City Manager’s signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, will review and take the next steps. 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 Return to: tpw_sw_contracts@fortworthtexas.gov Call 817-229-3283 with questions. Thank you!