Loading...
HomeMy WebLinkAboutContract 63909CSC No. 63909 ASSIGNMENT OF SELECT PORTIONS OF AGREEMENT This Assignment of Select Portions of the Agreement (the "Assignment"), effective as of (the "Effective Date"), is by and between Hillwood Alliance Services, LLC, a Texas limited liability company ("HAS"), Westwood Professional Services, Inc., a Texas corporation ("Westwood"), and the City of Fort Worth, a Texas home -rule municipal corporation ("City"). Hillwood, Westwood, and the City may each be referred to herein individually as a "party" and collectively as the "parties." WHEREAS, Westwood and HAS entered into a Professional Services Consulting Agreement ("Agreement"), dated April 9, 2024, for the furnishing of professional services for the N. Beach St. at Champions View Parkway Intersection to include pedestrian crosswalk improvements and a traffic signal ("Project"); and WHEREAS, City desires to construct the Project; and WHEREAS, HAS desires to assign the engineering drawings and documents portion of the Agreement prepared for the Project (the "Design Documents") to the City to facilitate the City's construction of the Project. Said Design Documents are still in design and, as such may change, and are, therefore represented by the cover sheet attached hereto as Exhibit A; NOW, THEREFORE, in consideration of the above recitals and mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: i. Definitions. All capitalized terms used in this Assignment but not otherwise defined herein are given the meanings set forth in the Agreement. 2. Partial Assignment. HAS hereby assigns, grants, conveys and transfers all of HAS's right, title and interest in and to the Design Documents portion of the Agreement described herein to the City. Except as otherwise described herein, HAS shall remain liable to Westwood for any and all former, current, and future payment obligations for Engineer's Services under the Agreement. City hereby accepts such assignment of the Design Documents. Westwood hereby consents to the assignment of the Design Documents from HAS to City as described herein. 3. Terms of Agreement. The terms of the Agreement, including but not limited to, the representations, covenants, and agreements are incorporated herein by reference. The parties hereto acknowledge and agree that the representations, covenants, and agreements contained in the Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein, as applicable to each party individually after the assignment. The parties agree that, the City and Westwood may communicate directly with regard to Design Documents hereby assigned and pursuant to the terms and conditions described in the Construction Assistance Agreement between HAS and City to facilitate the City's construction of the Project with any payment obligations as a result thereof to be borne by HAS as described therein. The Construction Assistance Agreement is attached hereto and incorporated herein as Exhibit B. 4. Governinv, Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 5. Counterparts. This Assignment may be executed electronically or in physical counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Assignment delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed coy of this Assignment. b. Further Assurances. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Assignment. APPROVED: HILLW 0 ALLIANCE SERVICES, LLC By: CPJL- 6-0-oo Its: 5 V F Date: b 1 I 112,025 APPROVED: CITY OF FORT WORTH Jesica McEachern Assistant City Manager 08/18/25 ATTEST: 0°0 oEoos4'$ Jannette S. Goodall City Secretary AP/��OPRR0VAL RECOMMENDED: /.7 5350 CDT) Lauren Prieur Director, Transportation and Public Works APPROVED: WESTWOOD PROFESSIONAL SERVICES, INC. By: Richard Payne its: Senior Director, Land Development Date: June 9, 2025 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX APPROVED AS TO FORM AND LEGALITY Douglas Black (Aug 7, 2025 23:03:18 CDT) Douglas W. Black Sr. Assistant City Attorney Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Fanta Kaba (Jul 25, 2025 09:50:07 CDT) Fanta Kaba, P.E., PTOE Sr. Professional Engineer Date: 07/25/25 Exhibit A MATTIE PARKER MAYOR DAVID COOKE CITY MANAGER MICHAEL OWEN, RE. CITY ENGINEER, TRANSPORTATION & PUBLIC WORKS DEPARTMENT CHRISTOPHER P. HARDER, P.E. WATER DEPARTMENT DIRECTOR CITY PROJECT NO. 1D5374 WATER PROJECT NO. X-27574 FILE NO. K-3255 THE CITY OF FORT WORTH, TEXAS TRANSPORTATION & PUBLIC WORKS CAPITAL DELIVERY DIVISION PUBLIC PAVING, GRADING & SIGNAL IMPROVEMENTS FOR NORTH BEACH STREET AND CHAMPIONS VIEW PARKWAY PREPARED BY: Westwood »emeanalNlml+l.eluL Lee 9600 HILLWOOO PARKWAY SUITE 250 FORT WORTH, 76177 PHONE: 817-562a050 TX FIRM NO 12207 FORTWORTH x UNIT I -PAVING & GRADING IMPROVEMENTS DESC%FTION COVF,RSHEET CRY GENERAL NOTES CUV 03 GFNERALCONS—TIOENOTES —1 —TNG ONONNOc....1 GNwAN G1. sv—y coxTRa cmt DFANAGE AREA Iagr C3Ct AVINO PUN •CJO?C30E PgVING GETAILG U01 GRMING PLAN G01 pETAILEC GRgDNG PUN GSOt vgVESIENT NNMWG ASWNAGE MN CSOaC50s PAVEaEM NMKNG ASM.WM.E DETNLS Ca01 RAFFK:CONTROL FLAN C603 T" ION CON •G— EROSION A SEDNEFRCONTRO-DE GInR EROSONASEDIM[rvT CONTROL OFTARS UNIT II - TRAFFIC SIGNAL IMPROVEMENTS sNEEran TSCH TS13 TRAFFlC 11.INNl 1-1 DETALS UNIT 111- STREET LIGHT IMPROVEMENTS SNEETNO. DESCRF110N 9.1 STREEY UGNTNG FUN SU STREET LTOMTNG DETa1S SL3 STREET LIGHTING J—ILS 114 UNIT IV- LANDSCAPE & IRRIGATION IMPROVEMENTS sNEETNDi I1EscwFTlDry SITE ° LW1 VuIOSCAVL GENERAL NOTES ASCNE.. L101 LquoscAVEvwInNG FwN 1 5.0 I.I. UNO FPSPEGS A DETAILS KEILFR- 2 ISTS, RRICgTION LaN IS NASLET '1T0 m ROAD '"' THE SHEETS. SP WIVE BEEN AOTNEORCIFIIEICALLY IDENTIFIED IN THIS INDE%OF SHEETS, o <n a f,F.�R\ O NYME ORUNOER MY RESPOrv98LF — - SUNJiN510NAS NEINO MPIIC—TOTHIS FHOJER CMAM%ONS VIEW :.F. ,xsf:4%zt PKWV e1R1' = TIMBERLAND 1G110124 OLYD � eaflmuutnxnrol mrc � TNe „a avo•m�u o�u,�aoo.nere,e„oomdeee aleaao oio uzle0 aowreom ralnOa a:ova eoae�u�, I, OyVyL IOINa reapomlNe eF—u lz an ottenee under ma TUJ l �m«m,eF„=�oorwl ALa.Ia.60NNa. Nov 26, 2024 LOCATION MAP MICHAEL OWEN, CITY ENGINEER DATE: "T'S' DIRECTORS DESIGNEE FOR MAPSCO PAGE BX CONSTRUCTION PLAN APPROVAL: COUNCIL DISTRICT NO. 10 RESOLUTION NO. 01-10-2020 FAAefa. Kdw Nov 21, 2024 OCTOBER 2024 REVIEWED: DATE: FANTA KABA. PROJECT MANAGER UM91-1 Nov 26, 2024 RECOMMENDED: DATE: CHAD ALLEN, PROGRAM MANAGER X-28171 Exhibit B PROFESSIONAL SERVICES CONSULTING AGREEMENT Consultant: Westwood Professional Services, Inc. Contract Date: 4/9/2024 Owner: Hillwood Alliance Services, LLC Project: N Beach St @ Champions View Parkway Intersection Contract Sum: See attached Exhibit A This Consulting Agreement together with all exhibits (this "Contract") is executed to be effective on the date set forth above ("Contract Date"). The parties to the Contract are: Hillwood Alliance Services, LLC (or its affiliate assignee) ("Owner") 9800 Hillwood Parkway Suite 300 Fort Worth, Texas 76177 Owner's Contact: Eric Elrod Telephone: 817.224.6000 E-mail address: eric.elrod@hillwood.com Westwood Professional Services, Inc. ("Consultant") 9800 Hillwood Parkway Suite 250 Fort Worth, Texas 76177 Consultant's Contact: Jonathan Ragsdale Telephone: 817-5 62-3 3 5 0 E-mail address: jonathan.ragsdale@westwoodps.com With a coax to: Westwood Professional Services, lnc. 2805 North Dallas Parkway, Ste 150 Plano, TX 75093 Attn: General Counsel Telephone: 8 88-937-5150 E-mail address: legal@westwoodps.com 1. Services. In connection with the project described above ("Project"), Consultant shall perform the services described on Exhibit A (the "Services"). The Services shall be performed only by those employees of Consultant or subconsultants that have been approved by Owner as provided in Section 2.2 below ("Consultant's Re; resentatives"). Consultant shall perform only those Services described on Exhibit A, as directed by Owner and only in accordance with such directions. To the extent there is any conflict between Exhibit A and the terms of this Contract, this Contract shall control. To the extent that a Change Order (hereinafter defined) is executed in accordance with Section 2.3 below and Exhibit B, the Services described on Exhibit A shall be deemed to be amended to reflect the addition, alteration, or omission of any services described by such Change Order. This Contract shall be effective for a term commencing on the date hereof and ending on the date this Contract is terminated as provided in Section 10 below. 2. Provisions Related to the Performance of the Services. Consulting Agreement Page 1 2.1 Standards of Performance. Consultant shall have responsibility for the performance of the Services and shall conform to the provisions of this Contract. Consultant agrees to perform the Services with the professional skill and care ordinarily provided by competent engineers practicing under the same or similar circumstances and professional license (the "Standard of Care"). WARRANTY DISCLAIMER: EXCEPT FOR THE STANDARD OF CARE, CONSULTANT MAKES NO OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES UNDER THIS AGREEMENT. CONSULTANT HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. At the request of Owner, Consultant shall attend meetings requested by Owner relating to the Services. Such environmental consulting Services include those Services described under this Agreement or identified in Exhibit A, together with any other services that are customarily performed by Consultants under similar circumstances and which may include environmental site assessment activities, soil and groundwater sampling, soil and groundwater analyses, materials testing, and other environmental consulting Services necessary to perform the Services described in Exhibit A. Consultant understands that part of the purpose of the environmental consulting Services is to assist the Owner in identifying and evaluating environmental conditions (including any substance defined in or included under or regulated by any Federal, State, or local laws, rules, ordinances or regulations pertaining to environmental regulation, contamination, clean-up or disclosure) at the Project that could complicate development or result in future legal liability. Consultant shall provide the Owner with a separate Phase I Environmental Site Assessment (ESA) in conformance with the American Society for Testing and Materials (ASTM) Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process (E1527-13) and the requirements of "All Appropriate Inquiries" (AAI, at 40 CFR 312 et seq.), for the Property. Consultant shall provide Owner with updates regarding its investigation and analysis of the Properties as may be reasonably requested by Owner. 2.2 Sub -Consultants. Consultant may subcontract any of the Services to be provided herein only with the prior written consent of Owner. The performance of any such approved subcontractors ("Sub - Contractors") shall be subject to all of Consultant's duties and obligations as described in this Contract, and Consultant shall be fully responsible for the management and administration thereof performed by each of Consultant's Sub -Contractors. Owner's consent to a subcontract under this Section 2.2 shall in no way relieve Consultant of its obligation to employ qualified and competent personnel to perform the Services under this Contract. 2.3 Changes. From time to time, Owner may authorize changes in the Services, issue additional instructions, require additional Services or direct the omission of Services previously ordered. Only those changes in the Services that are approved on a change order ("Chan a Order") in the form set forth in Exhibit B and executed by an authorized representative of Owner shall be binding on Owner. 2.4 Comi fiance with Laws. Consultant represents for itself and its officers, directors, employees, agents, suppliers, and subconsultants, at any tier, and their respective agents and employees, including for all of Consultant's Representatives, compliance with applicable Federal, State, and local laws and regulations, including permits and licenses concerning health, safety, and the protection of the environment and the regulations related thereto, as may be amended from time to time). If Consultant performs any Services contrary to applicable law in effect at the time Consultant renders its Services hereunder, any additional costs resulting therefrom, including costs of correcting said Services to comply with such law and the cost of fully indemnifying Owner from any liability or expenses with respect to such violations by Consultant may be offset by Owner against amounts owing to the Consultant. 2.5 Intellectual Pro; per z \,. Consultant represents that any Services furnished by or through Consultant shall be free of violations of any intellectual property laws, including patent infringement and copyright infringement. Consulting Agreement Page 2 2.6 Design. Standards/Correction of Defects. Without limiting any other remedies Owner has at law or in equity, any designs, drawings or specifications prepared or furnished by Consultant that are defective or contain errors, conflicts, or omissions will be reasonably promptly corrected by Consultant at no cost to Owner. Consultant will promptly reimburse Owner for all actual damages, if any, resulting from the use of such defective designs, drawings, or specifications. If Consultant refuses or fails to correct or re -perform within a reasonable period of time, Owner may, by contract or otherwise, correct or replace the work with similar services by others and make an equitable adjustment in the payments due to Consultant hereunder. 2.7 Licenses. Consultant shall obtain at its own cost all licenses (including professional licenses), permits, certificates and authorizations necessary for Consultant to do business in all jurisdictions where any part of the Services are to be performed. Consultant shall also obtain all licenses, permits, certificates and authorizations necessary in connection with Consultant's performance of the Services, and give all notices required under applicable law 3. Confidentiali! _and Non -Disclosure. Consultant, on behalf of itself and its Sub -Consultants, acknowledges that the Services to be performed hereunder will entail and include sensitive and proprietary information, which Consultant shall hold in the strictest confidence. Except as required by law and as required for the discharge of its duties under this Contract, Consultant shall not communicate any information regarding the Services performed by Consultant hereunder in any form to any third party without Owner's prior written consent. Consultant agrees to hold all information it obtains from or about the Services in the strictest confidence and not to use such information other than for the performance of the Services under this Contract. Deliverables (hereinafter defined) shall not be released or disclosed by Consultant to any other person without the prior written approval of Owner. The obligation of confidentiality and non -disclosure does not include information that, at the time of disclosure, is in the public domain, is already in the possession of Consultant, becomes part of the public domain through no breach of this confidentiality obligation, is independently developed by Consultant separate from the activities hereunder, or is legally required to be disclosed by legal compulsion, in which case Consultant shall provide notice to Owner so that Owner may seek an appropriate protective order or other suitable remedy. Consultant acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section and that therefore Owner is entitled to specific performance and immediate injunctive relief as remedies for any such breach. Such remedies will not be deemed to be the exclusive remedies for a breach of this Contract by Consultant but will be in addition to all other remedies available to Owner at law or in equity. 4. Independent Contractor. Consultant is an independent contractor and not an employee or agent of Owner. Accordingly, neither Consultant nor any of Consultant's Representatives shall hold themselves out as, or claim to be acting in the capacity of, an agent or employee of Owner. No act or direction of Owner shall be deemed to be the exercise of supervision or control of Consultant's performance hereunder. Consultant has no right, and shall not purport, to make any commitment on the party of Owner or any of Owner's affiliates. 5. Pa;. ment Terms. Subject to the conditions set forth in this Contract, as sole consideration for the proper and complete performance of the Services, Owner agrees to pay Consultant the total amount set forth above and itemized on Exhibit A ("Contract Sum"), pursuant to the terms of this Contract. Changes to the Contract Sum may only be authorized by a Change Order agreed and signed in advance by the Owner and Consultant. Owner shall reimburse Consultant for expenses Consultant incurs in the performance of the Services only to the extent such expenses are authorized reimbursables listed on Exhibit A or Owner approves such expenses prior to the incurrence thereof. Consultant shall submit its invoices, with supporting documentation, for the portion of the Services completed and the reimbursable expenses incurred through the preceding calendar month, ("Reauest for Pavment") to Owner on or before the loth day of the next calendar month. At Owner's option, Owner may require that all Requests for Payment be accompanied by a partial or final waiver of liens (as applicable) in a form approved by Owner. Upon receipt of a properly documented Request for Payment, no Iater than the 1 Oth day of each calendar month, Owner will pay said invoices on or before the 30th day of the same calendar month. Requests for Payment submitted after the 1 Oth day of the calendar month will be paid at Owner's discretion but in no event later than 35-days after Owner's receipt of the properly documented Request for Payment. Owner agrees to pay the balance of the Contract Sum upon completion of Consultant's Services. 6. Ownership. Upon payment for Services rendered, all documents and materials prepared by Consultant or its subconsultants, in connection with the performance of the Services or which describe or relate to the Services Consulting Agreement Page 3 performed or to be performed or the results thereof, including all concepts, works, inventions, information, writings, drawings, specifications, blueprints, pictures, models, recordings, programs, software, computer or machine readable data and all copies or reproductions thereof (collectively, the "Deliverables'), and all copyrights, rights of reproduction and other interests relating thereto (including, without limitation, all trademarks, trade secrets, copyrights, patents and any other intellectual property or proprietary rights) in such Deliverables, shall remain the property of Owner. Consultant agrees that the Deliverables are a "work made for hire" within the meaning of Title 17, Section 101 of the United States Code, as amended, with all copyrights to the Deliverables owned by Owner. If any portion of the Deliverables is determined not to be a "work made for hire" or such doctrine is not effective, and upon payment for Services rendered, Consultant hereby irrevocably assigns, conveys and otherwise transfers to Owner, and its respective successors, licensees, and assigns, all right, title and interest worldwide in and to such portion of the Deliverables and all proprietary rights therein, including, without limitation, all copyrights, trademarks, design patents, trade secret rights, moral rights, and all contract and licensing rights, and all claims and causes of action with respect to any of the foregoing, whether now known or hereafter to become known. In accordance with this assignment, Owner shall hold all ownership to all rights, without limitation, in and to all of the Deliverables for its own use and for its legal representatives, assigns and successors, and this assignment shall be binding on and extended to the heirs, assigns, representatives and successors of Consultant. In the event Consultant has any right or interest in the Deliverables which cannot be assigned, Consultant agrees to waive enforcement worldwide of any and all such rights or interests against Owner and its respective successors, licensees and assigns, and Consultant hereby exclusively and irrevocably licenses any and all such rights and interests, worldwide, to Owner in perpetuity and royalty -free, along with the unfettered right to sublicense. All such rights are fully assignable by Owner. Consultant hereby agrees that all Deliverables are created or developed for the sole use of Owner, and that Consultant has no right to utilize or market in any manner whatsoever any such Deliverables. Upon payment for Services rendered, Owner has the right to use, adapt, modify, reproduce, sublicense, and/or create derivative works of all Deliverables produced by Consultant under this Contract at Owner's sole risk without liability to Consultant and to assign such rights to any third party connected with the Project. Consultant agrees that he or she will take all actions and upon reasonable written notice, execute any and all documents as may be reasonably requested by Owner, at Owner's expense, from time to time to fully vest in Owner all rights, title and interests worldwide in and to the Deliverables. So long as Consultant has been paid for Services rendered and upon request by Owner, Consultant shall reasonably promptly deliver to Owner all tangible materials, drawings, computer software, data, audio or video recordings or any other information of any kind whatsoever evidencing the creation or development of all or any portion of the Deliverables, or derived therefrom. Consultant retains all right, title, and interest in and to any copyrights applicable to all work and design elements in existence prior to the date of this Agreement, including but not limited to standard specifications, details, and similar design elements that are normally reused by Consultant in its business or that were in the public domain prior to incorporation of such standard items into the instruments of service ("Non -Unique Work"). Consultant hereby grants to Owner an irrevocable, perpetual, non-exclusive license for such Non -Unique Work. In the event Owner (1) uses the Deliverables on a subsequent project and (2) does not retain Consultant on such project, Owner shall (i) defend, indemnify, and hold Consultant harmless from any claim, other than a claim by Consultant, to the extent arising out of such re -use by Owner and (ii) release Consultant with respect to any claim by Owner to the extent arising out of such re -use. This provision shall survive termination of this Contract. 7. Patent and Convrieht. Consultant shall report to Owner, and Owner shall report to Consultant, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement of which such party becomes aware based on Consultant's performance under this Contract. In the event of any claim or suit against Owner on account of any alleged patent or copyright infringement arising out of Consultant's performance under this Contract or out of the use of any supplies furnished to Consultant, or the Deliverables furnished by Consultant under this Contract, Consultant, at its expense, shall furnish to Owner all evidence and information pertaining to such suit or claim. Insurance. Consultant shall satisfy the insurance obligations described on Exhibit C. Indemnification. 9.1 To the fullest extent permitted by law, the Consultant shall indemnify and hold harmless Owner, its Affiliates, all mortgagees having liens on all or any portion of the Project, and their respective officers, directors, consultants, and agents and employees of any of them from and against all liabilities, claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from Consulting Agreement Page 4 performance of the Services, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property including loss of use resulting therefrom, but only to the extent caused by negligent or intentional acts or omissions of the Consultant, a Subconsultant, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. NOTWITHSTANDING ANYTHING CONTAINED IN THE CONTRACT DOCUMENTS TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. CONSULTANT SHALL BE SOLELY LIABLE FOR AND SHALL INDEMNIFY. PROTECT. DEFEND AND HOLD HARMLESS OWNER. ITS AFFILATES. ALL MORTGAGEES HAVING LIENS ON ALL OR ANY PORTION OF THE PROJECT. AND THE AGENTS AND EMPLOYEES OF ANY OF THEM FROM AND AGAINST ALL INDEMNITY CLAIMS OF ANY NATURE. KIND OR DESCRIPTION. DIRECTLY OR INDIRECTLY. ARISING OUT OF OR RESULTING FROM BODILY INJURY TO. OR SICKNESS, DISEASE OR DEATH OF, ANY EMPLOYEE, AGENT OR REPRESENTATIVE OF CONSULTANT OR ANY OF ITS SUBCONSULTANTS. ANY SUB-SUBCONSULTANT. ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THE FOREGOING. OR ANYONE THAT ANY OF THE FOREGOING CONTROL OR EXERCISE CONTROL OVER. REGARDLESS OF FAULT OR NEGLIGENCE OF AN INDEM %dTEE HEREUNDER i COLLECTIVELY "EMPLOYEE CLAIMS" i. THE OBLIGATIONS OF CONSULTANT UNDER THE FOREGOING SENTENCE SHALL APPLY TO ALL EMPLOYEE CLAIMS. EVEN IF SUCH EMPLOYEE CLAIMS ARE CAUSED IN WHOLE OR PART BY THE SOLE. JOINT OR CONTRIBUTORY NEGLIGENCE OF AN INDEMNITEE HEREUNDER. BUT NOT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE. OR THE WILLFUL MISCONDUCT. OF AN INDEMNITEE HEREUNDER. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 9.1. Upon receipt of notice of any Claim, Consultant shall promptly take all action necessary to make a claim under any applicable insurance policy or policies Consultant is carrying and maintaining; however, if Consultant fails to take such action as is necessary to make a claim under any such insurance policy, Consultant shall indemnify and save harmless Owner from any and all costs, charges, expenses and liabilities incurred by it in making any claim on behalf of Consultant under any insurance policy or policies required under this Contract. 9.2 The obligations described in Section 9.1 above shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity, which would otherwise exist as to any party or person indemnified pursuant to this Section 9. 9.3 Consultant agrees not to settle any Claims without the Indemnified Parties' reasonable consent unless: (i) all monetary damages payable in respect of the Claim are paid by Consultant; (ii) the Indemnified Parties receive a full, complete and unconditional release in respect of the Claim without any admission or finding of obligation, liability, fault or guilt (criminal or otherwise) with respect to the Claim, and (iii) no injunctive, extraordinary, equitable or other relief of any kind is imposed on the Indemnified Parties. 9.4 In any and all Claims against one or more Indemnified Parties by any employee of Consultant, anyone directly or indirectly employed by Consultant, or anyone for whose acts Consultant may be liable, the indemnification obligation under this Section 9 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Consultant under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. 9.5 Nothing contained herein shall relieve Consultant or Subconsultants from their obligations to exercise the Standard of Care in the performance of its duties under this Contract. The obligations described in this Section 9 shall survive the termination of this Contract, subject to Applicable law. 9.6 Limitation of Liabilit -. TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL LIABILITY, IN THE AGGREGATE, OF THE CONSULTANT AND THE CONSULTANT'S OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AND SUBCONSULTANTS, TO THE OWNER AND ANYONE CLAIMING BY OR THROUGH THE OWNER, FOR ANY AND ALL CLAIMS, LOSSES, Consulting Agreement Page 5 COSTS, OR DAMAGES, INCLUDING ATTORNEY'S FEES AND COSTS, RESULTING FROM OR ARISING OUT OF THIS CONTRACT FROM ANY CAUSE OR CAUSES SHALL NOT EXCEED THE STATED LIMITS OF APPLICABLE PROFESSIONAL LIABILITY COVERAGE REQUIRED BY THIS CONTRACT, AS SET FORTH ON EXHIBIT "C", PLUS CONSULTANT'S FEE. EXCEPT FOR FRAUD OR INTENTIONAL MISCONDUCT, IT IS INTENDED THAT THIS LIMITATION APPLY TO ANY AND ALL LIABILITY OR CAUSE OF ACTION, HOWEVER ALLEGED OR ARISING, UNLESS OTHERWISE PROHIBITED BY LAW, 9.7 Waiver of Damages. Consultant and Owner waive special, indirect, and consequential damages for claims, disputes, or other matters in question, arising out of or relating to this Contract. This mutual waiver is applicable, without limitation, to all special, indirect, and consequential damages due to either parry's termination of this Contract. 10. Default Remedies and Termination. 10.1 Owner's Remedies and Rii-ht to Terminate. In the event of a default by Consultant in the performance of its obligations under this Contract, if Consultant has failed to cure the default within ten days after receiving written notice thereof from Owner, Owner may exercise any remedies at law or in equity, including specific performance, injunctive relief, or termination of this Contract for cause. In addition to the foregoing, Owner reserves the right to terminate this Contract at any time for any reason in Owner's sole and absolute discretion upon not less than 48 hours' written notice to Consultant. 10.2 Consultant's Remedies and Right to Terminate. In the event of a default by Owner in the performance of its obligations under this Contract, other than non-payment of an undisputed invoice, Consultant shall give written notice to Owner of any alleged breach by Owner, and Owner shall have a reasonable time within which to cure any alleged breach. In the event of a default for non-payment of an undisputed invoice, Consultant may terminate this Contract if Owner fails to cure the default within ten days after receiving written notice of the default from Consultant. If Owner is in breach of this Contract, Consultant's exclusive remedy shall be either a reasonable increase in the Contract Sum, which increase shall be limited to the actual, out-of-pocket costs and expenses incurred by Consultant as a direct result of Owner's breach, or termination of this Contract subject to Section 10.3. Consultant unconditionally waives all other remedies against Owner including special, consequential, and punitive damages. 10.3 Termination. In the event either Owner or Consultant terminates this Contract, subject to the limitations set out in this Contract, Consultant, as its sole and exclusive remedy upon termination, shall be compensated only for the Services properly performed prior to the effective date of termination together with reimbursable expenses incurred through the effective date of termination. Upon the termination of this Contract, and upon payment of all fees properly due to Consultant, Consultant shall deliver to Owner the Deliverables and all confidential information Owner provided to Consultant. 11. No Liens. Except in the case of an undisputed payment more than 60-days' past due, Consultant hereby waives, and shall not permit to be filed or otherwise imposed, any type of lien on any property in connection with the Services. Furthermore, each agreement Consultant enters into with any subconsultant, must contain a provision to the same effect as the foregoing whereby such subconsultant waives and subordinates any and all lien rights such subconsultant may now or at any time hereafter have or obtain against any property of Owner. Consultant shall pay when due each of its employees, agents, suppliers, and subcontractors, and shall endeavor to keep the Property free of all claims of lien. Owner may condition disbursal of payment to Consultant upon Consultant's presentation of conditional lien releases applicable to such payment and unconditional lien releases applicable to all prior payments; said releases to be from Consultant and any other party to whom Owner reasonably believes Consultant to be obligated for payment in connection with the Project. In the event of a lien filed against the Project by any person claiming to have a right to payment from Consultant, Consultant shall procure, whether by payment or statutory lien release bond, the release of the Project from such claim of Lien. 12. Safety. Consultant and its employees shall at all times comply with any and all safety programs in effect at any site upon which any of the Services are to be performed. Consulting Agreement Page 6 13. Assinment. Notwithstanding anything to the contrary contained in this Contract, Consultant, without the prior written consent of Owner, shall not assign or encumber this Contract or any of its rights hereunder or engage any Subconsultants or others to perform any of the Services. Owner may assign this Contract, without Consultant's consent, to a limited partnership, limited liability company, or other entity so long as Owner and/or the beneficial owners of Owner directly or indirectly control such transferee, and such transferee assumes the obligations under this Contract. Upon such assignment and assumption and so long as Consultant has been paid all undisputed amounts owed to date, Owner shall automatically be released from and relieved of all liability hereunder to the extent the assignee accepts such liability. 14. Non -Waiver. Neither Owner's review, approval, acceptance or payment for Services under this Contract, nor the failure of Owner to require performance by Consultant of any provision of this Contract shall operate as a waiver of any rights under this Contract, and Consultant shall be and remain liable to Owner for actual damages incurred by Owner as the result of Consultant's failure to perform in accordance with the terms and conditions of this Contract. The rights and remedies of Owner provided for under this Contract are in addition to any other rights or remedies provided by law or equity. 15. Countemarts. This Contract may be executed by facsimile in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are signatories to the original or the same counterpart. 16. Avvlicable Law. This Contract shall be construed in accordance with and governed by the laws of the State of Texas, without regard to the principles of conflicts of law. 17. Invalidity of Provisions. The invalidity or unenforceability of any part of this Contract shall not invalidate or affect the remainder, which shall continue to govern the relative rights and duties of the parties as though the invalid or unenforceable part were not a part hereof. 18. Time is of the Essence. Time is of critical importance in this Contract, and Consultant shall perform its Services to meet the schedule as expeditiously as is consistent with the exercise of professional skill and care and the orderly progress of the Project. 19. Inteeration. This Contract represents the entire agreement between Consultant and Owner regarding the performance of the Services and supersedes all prior understandings and negotiations (whether written or oral) All exhibits referenced in this Contract are attached hereto and incorporated herein by reference. The word "including" or derivatives thereof shall be deemed to mean "including, but not limited thereto." When this Contract requires a matter to be subject to the consent or approval of Owner, such approval or consent must be in writing and may be granted or withheld at Owner's option (unless expressly provided otherwise herein). 20. Amendment. This Contract may be amended only by written instrument signed by both Consultant and Owner. 21. Addresses and Notices. Any notice or other communication required or permitted to be given under this Contract, or by law, shall be in writing and either (a) personally delivered, (b) sent by United States mail, registered or certified, or express mail, postage prepaid, return receipt requested, (c) sent by any nationally -recognized overnight courier service, delivery charges prepaid, or (d) sent by email with a PDF attachment with an original copy thereof transmitted to the recipient by one of the means described in subsections (a), (b) or (c) of this Section 21. Any notice required or given hereunder shall be deemed received the same Business Day if sent by hand delivery or by email with a PDF attachment, the next Business Day if sent by overnight courier, or three days after posting if sent by certified mail, return receipt requested; provided that, any notice received after 5:00 p.m. Central Time on any Business Day or received on any day that is not a Business Day shall be deemed to have been received on the following Business Day. Further, all notices given pursuant to this Contract will be effective if executed and sent by counsel for Owner or Consultant, as applicable. 22. Lender Provisions. As used in this Contract, the term lender shall include all lenders advancing funds to Owner or its affiliates for or related to the Project. The term lender shall also include each representative of each Consulting Agreement Page 7 lender including inspecting engineers and advisors. Consultant hereby subordinates any and all liens, rights and privileges of any nature Consultant may now or in the future have against or related to the Project or any of Owner's property, to the liens, rights and privileges that Owner's lenders may now or in the future have against or related to the Project. Each contract that Consultant enters into with any subconsultant, must contain a provision to the same effect as the foregoing whereby such subconsultant subordinates any and all lien rights such subconsultant may now or in the future have against or related to the Project, or any of Owner's property. Without further consideration, Consultant will, and shall cause its subconsultants to, provide additional subordination of lien from time to time upon request by Owner. Owner's lender shall have the right to rely on the Deliverables and Consultant agrees to provide reliance letters to the lender upon Owner's reasonable written notice and request. 23. Waiver of Ji i � Trial. Consent to Jurisdiction. Both parties hereby waive, where permitted by law, trial by jury on any matter brought by either of them against the other arising out of or in any way connected with this Contract and/or any claim for injury or damage arising hereunder. Exclusive venue for any and all legal actions regarding this Contract shall be Dallas County, Texas. The parties hereby submit themselves to the jurisdiction of Texas courts sitting in Dallas County, Texas, and to the jurisdiction of federal courts sitting in the Northern District of Texas. 24. Withholdim, Consultant shall provide Owner with a Form W-9 Request for Taxpayer Identification Number and Certification or such other form or information as reasonably requested by Owner. 25. Survival of Terms. The rights and obligations of the parties that are performable after termination shall survive termination. Date. IN WITNESS WHEREOF, the parties hereto have executed this Contract to be effective as of the Contract SIGNATURE PAGE TO FOLLOW Consulting Agreement Page 8 OWNER: HILLWOOD ALLIANCE SERVICES, LLC, a Texas limited liability company BY Name: It Title. yU 47 CONSULTANT: Westwood Professional Services, Inc. By: N'a5 c, c Title P �iIZ Dater Address:. [1 PAZ-'r '59CTs d 11..E -M 77/7-7 SIGNATURE PAGE SIGNATURE PAGE EXHIBIT A SCOPE OF SERVICES 4/3/2'024 N Beach St @ ChamMons View Parkwav Intersection Improvements Westwood Professional Services (WPS) understands the project to be the construction plans for the intersection improvements for N Beach Street and Champions View Pkwy. The project is located 3,000 LF south of SH170 along N Beach Street in the City of F� ,North, Texas. BASIS OF COMPENSATION: "CONSTPUIMON DOCUMENTS" Construction Documents Traffic Signal Construction Plans Paving Improvements Construction Plans COFW - CFA or Public Bid Coordination CoFW - Contract Book SWPPP Legal Descriptions/Easements (Assumes 41 Total Construction Phase Services Construction Phase Services (Hourly hot to Exceed Items; onstruction Phase Services Design Meeting/COFW Coordination (5p Total Construction Phase Services Total Estimated Fee On -Site Estimate of Relrmbcrsal a Expenses ITotal Lump Sum Fee Total Estimated Hourly Fee REIMBURSABLE EXPENSES: The tollovMg Items shall be considered reimbursable expenses to this contras : 1. Printing / Reproduction Services 2. Travel I Mileage 3. Application and / or Review Fees 4. Sales Tax on Boundary Survey Work $25.000,00 $12,000.00 55,000.00 $5,000,00 $4,000.00 $8,000.00 $59,000.00 $10,000.00 55,000.00 $15,000.00 $74,000.00 $1,000.00 $59,000.00, $15,000.001 EXCLUSIONS: Any task or deliverable not described in the scope above is not included within this contract. Any excluded task or deliverable reouested of WPS will be performed on an hourly basis and invoiced as "Additonal Service " Page 1 of 1 N Beach St @ Champions Crew Pkwy Intersection Improvements Exhibit A — Page 1 Modify F account of cross, every cc intersev Exhibit A - Page 1 Exhibit B CHANGE ORDER CONSULTING AGREEMENT Consultant: Westwood Professional Services, Change Order No: Inc. Owner: Hillwood Alliance Services, LLC Project: N Beach St (da ChamJons View Parkway Intersection Original Contract Date: 4/9/2024 Change Order Effective Date: Owner and Consultant entered into the Consulting Agreement (the "Contract"). All capitalized terms not otherwise defined herein are defined in the Contract. This Change Order No. ("Chan a Order") authorizes This Change Order authorizes the following: Owner will reimburse Consultant for the reasonable reimbursable expenses under this Change Order as allowed under the Contract, incurred in performing the Services. Except as specifically provided herein, or in the Contract, Consultant shall not be entitled to any reimbursement from Owner for expenses incurred by Consultant in connection with the performance of the Services under this Change Order or the Contract. This Change Order constitutes full, final, and complete compensation to Consultant for all costs, expenses, overhead, profit, and any damages of every kind that Consultant may incur in connection with the above -described changes in the Services, including any impact on the referenced Services or on any of the Services under the Contract, any changes in the sequence of any Services, any delay to any Services, any disruption of any Services, any rescheduling of any Services, and any other affect on any of the Services under the Contract. By the execution of this Change Order, Consultant accepts the new Contract Sum and Contract Time shown below, and expressly waives any claims for any additional compensation, damages, or time extensions in connection with the above -described changes. Except as expressly modified, all terms of the Contract shall remain in full force and effect and shall cover the performance of, and payment for, any Services authorized herein. The original Contract Sum, as applicable, was.................................................................. $ Net change by previously authorized Change Orders........................................................ $ The Contract Sum prior to this Change Order was............................................................ $ The Contract Sum will be increased by this Change Order not to exceed ......................... $ The new Contract Sum including this Change Order will be ............................................ $ This Change Order will cause the Contract Time to be increased. Exhibit B — Page 1 Exhibit C Consultant shall not commence Services under this Contract until it has obtained insurance in compliance to the following requirements: COVERAGE AND LEVHTS Consultant, at its own expense, will purchase and maintain (with companies licensed to do business in the State of Texas and having rates ofBest's Insurance Guide ANYI, or better) insurance coverages and amounts as set forth below: TYPE I AMOUNT 1. Workers' Compensation Statutory Limits for Worker's and Employer's Liability Compensation and including the following limits for Employer's 2. Commercial General Liability (Occurrence Basis) Liability: $1,000,000 each accident $1,000,000 policy limit bodily injury by disease $1,000,000 each employee, bodily injur% b% disease $1,000,000 per occurrence $2,000,000 general aggregate $2,000,000 product -completed operations aggregate limit. $1,000,000 personal and advertising injury limit $50,000 damage to rented premises $5,000 medical expense limit 3. Business Automobile Combined single limit for bodily Liability injury and property damage of (Occurrence Basis) $1,000,000 per occurrence or its equivalent. I 4. Umbrella Liability $5,000,000 (Occurrence Basis) 5. Professional Liability $2,000,000 OTHER RE:?UIREMENTS 1. Waiver of subrogation in favor of Insured Parties (hereafter defined). 2. No "alternative" forms of coverage will be permitted. 1. ISO form CG 0001current edition, or equivalent 2. Insured Parties will be named as "additional insureds" on ISO Form CG 2037 0413, or equivalent 3. Waiver of subrogation in favor of Insured Parties 4. Aggregate limit of insurance (per project) 5. Deletion of exclusions for liability assumed under contract (personal and advertising injury) 6. No modification which would make Consultant's policy excess over or contributory with Owner's liability insurance 7. Defense will be provided as an additional benefit and not included within the limit of liability 8. There will be no coverage exclusion for residential/habitational work. 1. ISO form CA 0001, or equivalent 2. Insured Parties will be named as "additional insureds" 3. Waiver of subrogation in favor of Insured Parties 4. Includes owned, hired and non -owned vehicles 1. Written on an umbrella basis above the coverage referenced above. 2. Same inception and expiration dates as commercial general liability insurance 3. Aggregate limit of insurance per project endorsement 1. Maintain for a period of not less than 2 years following Consultant's completion of Services. 2. If Consultant's scope of work includes environmental en,-- neering or consultin, , the Exhibit C — Page 1 coverage required must not exclude coverage for environmental rofessional) services. ♦ OTHER REQUIREMENTS No deductible or self -insured retention in excess of $10,000 without the prior written approval of Owner. The Professional Liability Insurance Coverage may be arranged under a separate Professional Liability Insurance Policy, under a Project Insurance Policy, or by a combination of separate policies and a Project Insurance Policy. ♦ EVIDENCE OF INSURANCE REQUIRED BEFORE SERVICES BEGIN Consultant shall not commence any Services of any kind under this Contract until all insurance requirements contained herein have been provided and complied with, and until a Certificate of Insurance has been provided to Owner. Evidence to be delivered to Owner prior to commencing operations at the site and at least 5 days prior to the expiration of current policies. The "ACORD Form 25-S Certificates of Liability Insurance" or another pre -approved substitute is the required form in all cases where reference is made herein to a "Certificate of Insurance". The Certificate of Insurance must: (i) State the insured's name and address. (ii) State the name of each insurance company affording each coverage, policy number of each coverage, policy dates of each coverage, all coverage limits and sublimits, if any, by type of coverage, and show the signature of the authorized representative signing the certificate on behalf of the insurer. (iii) Specify the additional insured status and waivers of subrogation as required by these specifications. (iv) State the primary and non-contributing status required herein. (v) State the amounts of all deductibles and self -insured retentions. (vi) Be accompanied by certified copies of all required endorsements and policy declaration page reflecting issuance of the endorsements. (vii)Be accompanied by insurer certified copy of notice of cancellation endorsement providing that 30 days' notice of cancellation and material change will be sent to the certificate holder and 10 days' notice for non- payment of premium. NED Be addressed to the Owner as the certificate holder and show Owner's correct address. (ix) State the producer of the certificate with correct address and phone number listed. (x) Be executed by a duly authorized representative of the insurers. ♦ INSURANCE REQUIRED FOR CONTRACT TIME Any and all insurance required herein shall be maintained during the entire Contract Time, including any extensions thereto. ♦ MANDATORY 30-DAY NOTICE OF CANCELLATION Owner shall, without exception, be given not less than 30-days' notice prior to cancellation for other than non- payment of premium. Non-payment of premium shall require ten -days' notice of cancellation. Confirmation of this mandatory notice of cancellation shall appear on the Certificate of Insurance and on any and all required insurance policies. ♦ SUBCONSULTANTS If Consultant hires and subconsultants (each a "Subconsultant") to perform any portion of the Services, Consultant shall require each Subconsultant to have the insurance coverage required by this Exhibit C, except for Umbrella Liability which shall be no less than the amount as agreed to by Owner and Consultant. Consultant shall furnish Owner and Lender evidence thereof before each Subconsultant commences any of the Work. Consultant's obtaining of the insurance required by this Exhibit C shall in no manner lessen, diminish or affect Consultant's obligations set forth in any provisions of the Contract. Consultant shall also carry such additional insurance as may be required by any law. All insurance policies required of Consultant and Subconsultants shall contain a waiver of subrogation clause wherein no insurance company shall have any right of recovery against Owner. Exhibit C — Page 2 ♦ ADDITIONAL INSURED STATUS Except for Worker's Compensation and Professional Liability, each insurance policy described herein requiring an additional insured endorsement shall be endorsed, using an additional insured endorsement, to name as additional insureds Owner, Hillwood Development Company, LLC, and each of their partners, officers, directors, members, owners, agents, employees and Lenders (collectively, the "Insured Parties"). Additional insured status will be provided for both ongoing and products/completed operations coverage using ISO 2010 0704 and CG 2033 0413, or equivalent, endorsements. ♦ PRIMARY COVERAGE Except for Worker's Compensation and Professional Liability, the coverage afforded the additional insureds shall be primary insurance. If any additional insureds have other insurance applicable to the loss, such other insurance shall be on an excess or contingent basis and shall apply only to such additional insureds_ Exhibit C — Page 3 105374-ASPA-N Beach St & Champions View Pkwy Traffic Signal — Assignment of Select Portions of Agreement Interim Agreement Report 2025-08-13 Created: 2025-07-20 By: Andrea Munoz (Andrea. Munoz@fortworthtexas.gov) Status: Out for Signature Transaction ID: CBJCHBCAABAA1noOnOaa5-wfsPsl-NHVPTFP4fkvyJ98 Agreement History Agreement history is the list of the events that have impacted the status of the agreement prior to the final signature. A final audit report will be generated when the agreement is complete. "105374-ASPA-N Beach St & Champions View Pkwy Traffic Sig nal — Assignment of Select Portions of Agreement" History Document created by Andrea Munoz (Andrea.Munoz@fortworthtexas.gov) 2025-07-20 - 1:20:27 AM GMT- IP address: 204.10.90.100 ' Document emailed to Fanta Kaba (fanta.kaba@fortworthtexas.gov) for signature 2025-07-21 - 1:32:50 PM GMT Email viewed by Fanta Kaba (fanta.kaba@fortworthtexas.gov) 2025-07-25 - 2:49:46 PM GMT- IP address: 104.47.64.254 40 Document e-signed by Fanta Kaba (fanta.kaba@fortworthtexas.gov) Signature Date: 2025-07-25 - 2:50:07 PM GMT - Time Source: server- IP address: 204.10.90.100 124 Document emailed to Chad Allen (Chad.Allen@fortworthtexas.gov) for approval 2025-07-25 - 2:50:09 PM GMT 6© Document approved by Chad Allen (Chad.Allen@fortworthtexas.gov) Approval Date: 2025-07-29 - 4:50:55 PM GMT - Time Source: server- IP address: 208.184.124.181 - + Document emailed to Lissette Acevedo (Lissette.Acevedo@fortworthtexas.gov) for approval 2025-07-29 - 4:50:57 PM GMT FORT WORTHS 1 POHeY"Y Adobe Acrobat Sign f) Email viewed by Lissette Acevedo (Lissette.Acevedo@fortworthtexas.gov) 2025-07-31 - 2:06:40 PM GMT- IP address: 104.47.65.254 &0 Document approved by Lissette Acevedo (Lissette.Acevedo@fortworthtexas.gov) Approval Date: 2025-07-31 - 2:07:03 PM GMT - Time Source: server- IP address: 204.10.90.100 C'y Document emailed to Patricia Wadsack (patricia.wadsack@fortworthtexas.gov) for approval 2025-07-31 - 2:07:05 PM GMT b© Document approved by Patricia Wadsack (patricia.wadsack@fortworthtexas.gov) Approval Date: 2025-08-04 - 10:20:36 PM GMT - Time Source: server- IP address: 208.184.124.181 C'y Document emailed to Lauren Prieur (Lauren.Prieur@fortworthtexas.gov) for signature 2025-08-04 - 10:20:38 PM GMT 60Document e-signed by Lauren Prieur (Lauren.Prieur@fortworthtexas.gov) Signature Date: 2025-08-05 - 1:53:50 PM GMT - Time Source: server- IP address: 76.227.105.128 C'� Document emailed to Lorita Lyles (Lorita.Lyles@fortworthtexas.gov) for approval 2025-08-05 - 1:53:52 PM GMT f) Email viewed by Lorita Lyles (Lorita.Lyles@fortworthtexas.gov) 2025-08-06 - 12:18:49 PM GMT- IP address: 208.184.124.181 60Document approved by Lorita Lyles (Lorita.Lyles@fortworthtexas.gov) Approval Date: 2025-08-06 - 12:21:51 PM GMT - Time Source: server- IP address: 208.184.124.181 Cy Document emailed to Douglas Black (Douglas.Black@fortworthtexas.gov) for signature 2025-08-06 - 12:21:53 PM GMT 40- Document e-signed by Douglas Black (Douglas.Black@fortworthtexas.gov) Signature Date: 2025-08-08 - 4:03:18 AM GMT - Time Source: server- IP address: 204.10.90.100 C'y Document emailed to Jesica McEachern Qesica.mceachern@fortworthtexas.gov) for signature 2025-08-08 - 4:03:20 AM GMT FORTWORTH. Powered by Adobe Acrobat Sign FORT WORTH, Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE: N Beach St & Champions View Pkwy Traffic Signal — Assignment of Select Portions of Agreement M&C: N/A CPN: 105374 CSO: DOC#: Date: To: Name Department Initials Date Out 1. Richard Payne Westwood 2. Eric Elrod Hillwood 3. Fanta Kaba TPW 07/25/25 4. Lauren Prieur TPW "P 08/05/25 5. Doug Black Legal ouglaz Black 08/07/25 6. Jesica McEachern CMO CA 08/18/25 7 Jannette Goodall CSO a .` 08/18/25 8 TPW Contracts TPW 9 10. CC: Program Manager, Sr. CPO, TPW BSPAP Recon Team, TPW Records Room, TPW Contracts 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, Jay 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: ❑ As Requested ❑ For Your Information ® Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs Return To: Please notify TPWContracts(u,fortworthtexas.gov for pickup when complete. Call ext. 7233 or ext. 8363 with questions. Thank you!