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HomeMy WebLinkAbout065626 - Construction-Related - Contract - TruWeather Solutions, Inc.OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC No. 65626 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR GENERAL PROFESSIONAL SERVICES This agreement ("Agreement") is between the City of Fort Worth, a Texas home -rule municipality ("City"), and TruWeather Solutions, Inc., authorized to do business in Texas ("Consultant"), for a project generally described as: SMARTer Weather Project ("Project") — Project No. 107115. Article I Scope of Services (1) Consultant hereby agrees to perform professional services as set forth in this Agreement and the Scope of Services, attached hereto as Attachment "A" ("Services"). These Services shall be performed in connection with the Project. (2) Additional services, if any, will be memorialized by an amendment to this Agreement. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of City, and shall be furnished to the City, prior to or at the time such services are completed, or upon termination or expiration of Agreement. Article II Compensation Consultant shall be compensated an amount up to $88,600.00 ("Contract Amount") in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor (including all benefits, overhead and markups), materials, supplies, and equipment necessary to complete the Services. Consultant shall provide Lump Sum invoice to the City. Payments for services rendered shall be made in accordance with the Texas Prompt Payment Act (Texas Government Code Ch. 2251). Acceptance by Consultant of said payment shall release City from all claims or liabilities under this Agreement for anything related to, performed, or furnished in connection with the Services for which payment is made, including any act or omission of City in connection with such Services. Article III Term Time is of the essence. The term of this Agreement shall commence on the Effective Date and shall continue until the expiration of the funds or completion of the subject matter pursuant to City of Fort Worth, Texas SMARTer Weather Project Standard Agreement for Professional Services CPN# 107115 Revision Date: June 5, 2025 Page 1 of 14 the schedule, whichever occurs first, unless terminated in accordance with the terms of this Agreement. Unless specifically otherwise amended, the original term shall not exceed five years from the original effective date. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the work to be performed hereunder and of all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership orjoint venture between City and Consultant. Article V Professional Competence Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable, standards, codes, rules and/or regulations promulgated by local, state and national boards, bureaus and agencies. Approval to proceed by City of Consultant's work or work product shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its performance of the Services. Article VI Indemnification CONSULTANT, AT NO COST TO THE CITY, AGREES TO INDEMNIFYAND HOLD CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY CONSULTANT'S BREACH OF (i) ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. City of Fort Worth, Texas SMARTer Weather Project Standard Agreement for Professional Services CPN# 107115 Revision Date: June 5, 2025 Page 2 of 14 Article VII Insurance Consultant shall not commence work under this Agreement until it has obtained all insurance required under Attachment F and City has approved such insurance. Article VIII Force Majeure City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters, epidemics/pandemics, wars, riots, material or labor restrictions by any governmental authority and/or any other similar causes. Article IX Transfer or Assignment Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of City. Article X Termination of Contract (1) City may terminate this Agreement for convenience by providing written notice to Consultant at least 30-days prior to the date of termination, unless Consultant agrees in writing to an earlier termination date. (2) Either City or Consultant may terminate this Agreement for cause if either party fails to substantially perform, through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days after receipt of written notice or thereafter fails to diligently pursue the correction to completion. (3) If City chooses to terminate this Agreement, upon receipt of notice of termination by Consultant, Consultant shall discontinue Services on the date such termination is effective. City shall compensate Consultant for such services rendered based upon Article II of this Agreement and in accordance with Exhibit "B". Article XI Right to Audit (1) Consultant agrees that City shall, until the expiration of three (3) years after final payment under Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to Agreement. Consultant agrees that City shall have access during normal City of Fort Worth, Texas SMARTer Weather Project Standard Agreement for Professional Services CPN# 107115 Revision Date: June 5, 2025 Page 3 of 14 working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontractor agrees that City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor(s), involving transactions to the subcontract, and further, that City shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any subcontractor reasonable advance notice of intended audit. (3) Consultant and subcontractor(s) agree to photocopy such documents as may be requested by City. City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. Article XII Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees or its subcontractor(s). Article XIII Immigration Nationality Act Consultant shall verify the identity and employment eligibility of its employees and employees of all subcontractor(s) who perform work under Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Consultant shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under Agreement. Consultant shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Consultant employee who is not legally eligible to perform such services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, City of Fort Worth, Texas SMARTer Weather Project Standard Agreement for Professional Services CPN# 107115 Revision Date: June 5, 2025 Page 4 of 14 SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Consultant, shall have the right to immediately terminate Agreement for violations of this provision by Consultant. Article XIV Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. Agreement shall be construed in accordance with the laws of the State of Texas. Article XV Contract Construction/No Waiver The parties acknowledge that each Party and, if it so chooses, its counsel, have reviewed and revised Agreement and that the normal rule of contract construction, to the effect that any ambiguities are to be resolved against the drafting party, must not be employed in the interpretation of Agreement or any amendments or exhibits hereto. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Article XVI Severability The provisions of Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of Agreement to other persons or circumstances shall not be affected thereby and Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XVII Notices Notices regarding Articles IX or X are to be provided to the other Party by hand -delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth, Texas SMARTer Weather Project Standard Agreement for Professional Services CPN# 107115 Revision Date: June 5, 2025 Page 5 of 14 City of Fort Worth Attn: Jesica McEachern Transportation and Public Works 100 Fort Worth Trail Fort Worth, Texas 76102 Consultant: TruWeather Solutions, Inc. Attn: Don Berchoff (Chief Executive Officer) 120 Stryker Lane, Suite 104 Hillsborough, NJ 08844 All other notices may be provided as described above or via electronic means. Article XVIII Prohibition On Contracts With Companies Boycotting Israel Consultant, unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if Consultant has 10 or more full time -employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that if Chapter 2271, Texas Government Code applies, Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. City of Fort Worth, Texas SMARTer Weather Project Standard Agreement for Professional Services CPN# 107115 Revision Date: June 5, 2025 Page 6 of 14 Article XIX Prohibition on Boycotting Energy Companies Consultant acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Article XX Prohibition on Discrimination Against Firearm and Ammunition Industries Consultant acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Article XXI Compliance with Laws, Ordinances, Rules and Regulations ENGINEER agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this AGREEMENT will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If CITY notifies ENGINEER City of Fort Worth, Texas SMARTer Weather Project Standard Agreement for Professional Services CPN# 107115 Revision Date: June 5, 2025 Page 7 of 14 of any violation of such laws, ordinances, rules or regulations, ENGINEER must immediately desist from and correct the violation. Article XXII Non -Discrimination Covenant ENGINEER, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of ENGINEER's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON- DISCRIMINATION COVENANT BY ENGINEER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. Article XXIII Headings The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of Agreement. Article XXIV Attachments, Schedules and Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of Agreement: Attachment A - Scope of Services Attachment B — Compensation AttanGhmrT n+ C _ Changese Agreermrrernr+c Attachment D - Project Schedule AttaGh Tment E_ _ I OGatien Map Attachment F — Insurance Requirements City of Fort Worth, Texas SMARTer Weather Project Standard Agreement for Professional Services CPN# 107115 Revision Date: June 5, 2025 Page 8 of 14 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 Alm-mAll%— Dianna Giordano (Aug 6, 2026 13:46:43 CDT) Jesica McEachern Assistant City Manager Date: 08/06/2026 oO�inn pOHr�da ATTEST: o•° O9.IPP �a OV8 �Sp an nE6p56b� Jannette Goodall City Secretary APPROVAL RECOMMENDED: By: Lauren Prieur (Jul 28, 2026 10:48:19 CDT) Lauren Prieur Director, Transportation and Public Works BY: CONSULTANT TruWeather Solutions, Inc. Don Berchoff Don Berchoff (Jul 28, 2026 11:43:58 EDT) Don Berchoff Chief Executive Officer Date: 07/28/2026 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas SMARTer Weather Project Standard Agreement for Professional Services CPN# 107115 Revision Date: June 5, 2025 Page 9 of 14 APPROVED AS TO FORM AND LEGALITY By: Douglas Black (Aug 3, 2026 12:35:16 CDT) Douglas W Black Sr. Assistant City Attorney Contract Compliance Manager: M&C No.: N/A M&C Date: N/A 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. GADIMI ilton (Jul 28, 2026 09:57:49 CDT) Gadimi Hilton Transportation Manager Transportation Public Works Department City of Fort Worth, Texas SMARTer Weather Project Standard Agreement for Professional Services CPN# 107115 Revision Date: June 5, 2025 Page 10 of 14 Attachment A Scope of Work Professional Services for City Project No 107115 The scope set forth herein defines the work to be performed by the CONTSULTANT in completing the project. Both the CITY and CONSULTANT have attempted to clearly define the work to be performed and address the needs of the project. Item #001: Deliver Data Services for 10 Frost Systems Road Weather Sensors for May 1, 2026 - Sep 30, 2027. TruWeather will continue to manage the lease, monitor the systems, troubleshoot, coordinate with manufacturer on repairs/replacements, perform repair labor, process the data, and make it available via V360 web U/I and API. Item #002: Deliver Advanced Roadway (RoadCast) and Low -Altitude Wind Predictions, May 1, 2026 - Sep 30, 2027. This service is provided in the Alliance Airport region where the Frost road weather sensors are deployed. Forecast service will continue as it did during the SMART Grant Phase I period, and data will be available via V360 web U/I and API. Item #003: Deliver Data Services for 4 Tempest Weather Stations, May 1, 2026 - Sep 30, 2027. TruWeather will continue to monitor the systems, troubleshoot, coordinate with manufacturer on repairs/replacements, perform repair labor if appropriate, process the data, and make it available via V360 web U/I and API. Item #004: Deliver Data Services for 2 Intellisense C600 Weather Sensors, May 1, 2026 - Sep 30, 2027. TruWeather will continue to monitor the systems, troubleshoot, coordinate with manufacturer on repairs/replacements, perform repair labor if appropriate, process the data, and make it available via V360 web U/I and API. Item #005: Deliver Data Services for Lidar Low -Altitude Wind Sensor(s), May 1, 2026 - Sep 30, 2027. This data will come from one or more wind -sensing LiDAR sensors own or leased by TruWeather deployed in the Alliance region from sensors are neither owned nor leased as part of the SMART Grant project, but rather the data from the sensors was being purchased as part of the SMART Grant. TruWeather will continue to provide this data from one or more of these advanced sensors deployed in the Alliance region. Item #006: Continue Delivery of Premium V360 Web Interface Subscriptions (10) and API Service, May 1, 2026 - Sep 30, 2027. City of Fort Worth, Texas SMARTer Weather Project Standard Agreement for Professional Services CPN# 107115 Revision Date: June 5, 2025 Page 11 of 14 Attachment B Compensation Professional Services for City Project No. 107115 Lump Sum Project Compensation A. The CONSULTANT shall be compensated a total lump sum fee of $88,600.00 as summarized in Exhibit B-1 — Engineer Invoice and Section IV — Summary of Total Project Fees. The total lump sum fee shall be considered full compensation for the services described in attachment A. including all labor materials, supplies, and equipment necessary to deliver the services. B. The CONSULTANT shall be paid in full as described in Section II. — Method of Payment. II. Method of Payment A. A lump sum payment shall be made to the CONSULTANT upon CITY's approval of this agreement. City of Fort Worth, Texas SMARTer Weather Project Standard Agreement for Professional Services CPN# 107115 Revision Date: June 5, 2025 Page 12 of 14 1 � Tiu1 ather L,ti.1 Solutions pity of Fort Worth, TX Primary Contact- Gadimi Hilton TruWeather Solutions, Inc_ Primar, Con_acT_. -am=rooninckx Attachment D Schedule Professional Services for City Project No. 107115 PURCHASE ORDER _tu _er+-c Fer 10 Fr _t S stc `_ aad --'. =- _. = Jay 1. 2026 - Sep 30 2D2 • ;see Note 1 below) =8,800.0c) -0O2 -o ^ted Raaar.ay (Rc a aC',_t "o Lc,,,,_r t- c c- -o rtiC ns, May 1.2026-Sep 30,2027{ Noble ' $ 7,BOO-00 -0 C - _ ..__ -._ -,-__.. Statcr, _._ -Sep 3+0,202-; eNete3be[ow) $ 6,800.00 #0M 1tz_=...=".'tB _erseC6".1Ne.t~_7t__vrsMay1.2026-Sep30.2027(seeNDte4below) $ 2,800.00 #00's D =H '_ _ _ _ _ _' LO e' _.--.:... _ _ _ _ _ _ _ _ 2-,,26 - Sep 3D. 20 - s_e N--te 5 below) $ 12, BIOD.Oa0 #006 Premium 1,'360 Web Irtec = = Y o API Service. May 1.2026 - Sep 30, 2027 (see Note 6 below) $ 9,600.00 See NOTES and TERMS belnvv_ Subtotal $ 98,GOD. OD Shipping $ - Tax Fate O.DOD% Taxes $ - Total $ 98,600.00 City of Fort Worth, Texas Standard Agreement for Professional Services Revision Date: June 5, 2025 Page 13 of 14 SMARTer Weather Project CPN# 107115 Attachment D Cont. Schedule Professional Services for City Project No. 107115 Lump Sum Project Cont. Notes: #001. These sensors are being leased from Frost; they are not owned by the City nor TruWeather. TruWeather will continue to manage the lease, monitor the systems, troubleshoot, coordinate with manufacturer on repairs/replacements, perform repair labor, process the data, and make it available via V360 web U/I and API. #002. This service is provided in the Alliance Airport region where the Frost Road weather sensors are deployed. Forecast service will continue as it did during the SMART Grant Phase I period, and data will be available via V360 web U/I and API. #003. These sensors are owned by the City. TruWeather will continue to monitor the systems, troubleshoot, coordinate with manufacturer on repairs/replacements, perform repair labor if appropriate, process the data, and make it available via V360 web U/I and API. #004. These sensors are owned by the City. TruWeather will continue to monitor the systems, troubleshoot, coordinate with manufacturer on repairs/replacements, perform repair labor if appropriate, process the data, and make it available via V360 web U/I and API. #005. This data will come from one or more wind -sensing LiDAR sensors own or leased by TruWeather deployed on commercial property in the Alliance Airport region. #006. This is a continuation/extension of the current V360 web and API subscriptions. Terms: To obtain the discounted price quoted herein (17 months of service provided for the price of 12 months of service), full payment will be due within 30 days of Invoice. City of Fort Worth, Texas SMARTer Weather Project Standard Agreement for Professional Services CPN# 107115 Revision Date: June 5, 2025 Page 14 of 14 CITY OF FORT WORTH STANDARD INSURANCE REQUIREMENTS (1) INSURANCE LIMITS a. Commercial General Liability — Insured shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance as follows: $2,000,000 each occurrence $4,000,000 aggregate If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Project or location. City shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to City. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless City specifically approves such exclusions in writing. ii. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with Agreement. CFW Standard Insurance Requirements Page 1 of 3 Rev. 10.03.18 d. Professional Liability (Errors & Omissions) — If appropriate, Insured shall maintain professional liability insurance as follows: $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for three (3) years following completion of services provided. The policy shall contain a retroactive date prior or equal to the Effective Date of the Agreement or the first date of services to be performed, whichever is earlier. An annual certificate of insurance shall be submitted to City to evidence coverage. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that Insured has obtained all required insurance shall be attached to Agreement concurrent with its execution. Any failure to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. b. Applicable policies shall be endorsed to name City as an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term City shall include its employees, officers, officials, and agents as respects the contracted services. Applicable policies shall each be endorsed with a waiver of subrogation in favor of City with respect to the Project. c. Certificate(s) of insurance shall document that insurance coverage limits specified in this Agreement are provided under applicable policies documented thereon. Insured's insurance policy(s) shall be endorsed to provide that said insurance is primary protection and any self -funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. Insured's liability shall not be limited to the CFW Standard Insurance Requirements Page 2 of 3 Rev. 10.03.18 specified amounts of insurance required herein. d. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. City must approve in writing any alternative coverage for it to be accepted. e. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be provided to City. A ten (10) days' notice shall be acceptable in the event of non-payment of premium. f. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VI I or equivalent measure of financial strength and solvency. g. Any deductible or self -insured retention in excess of $25,000 that would change or alter the requirements herein is subject to approval in writing by City, if coverage is not provided on a first -dollar basis. City, at its sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to City. h. In the course of the Agreement, Insured shall report, in a timely manner, to City's Contract Compliance Manager any known loss or occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. i. City shall be entitled, upon its request and without incurring expense, to review Insured's insurance policies including endorsements thereto and, at City's discretion, Insured may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims - made basis, shall contain a retroactive date coincident with or prior to the date of this Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims -made. k. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Project until final payment and termination of any coverage required to be maintained after final payments. I. City shall not be responsible for the direct payment of any insurance premiums required by Agreement. m. Subcontractors of Insured shall be required by Insured to maintain the same or reasonably equivalent insurance coverage as required for Insured. Upon City's request, Insured shall provide City with documentation thereof. CFW Standard Insurance Requirements Page 3 of 3 Rev. 10.03.18 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: TruWeather Solutions Inc. Subject of the Agreement: SMARTer Weather Agreement M&C Approved by the Council? * Yes ❑ No X If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No X If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No X If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: 09/30/2027 If applicable. Is a 1295 Form required? * Yes ❑ No l< *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable CPN# 107115 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes l<No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department. FORT WORTH,.. Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE: SMARTer Weather Project M&C: NSA CPN: 107115 CSO: DOC#: Date: To: Name Department Initials Date Out 1. Lauren Prieur TPW-Dir. '' p,;e,,, 07/28/2026 2. Andrea Munoz TPW A ver AM 07/27/2026 3. Gadimi Hilton TPW-Si er p, 07/28/2026 4. Lorita Lyles Le -A rover L 07/29/2026 5. Douglas Black Le -Si er 9�= 81eck 08/03/2026 6. Jesica McEachern ACM-Siper 44 08/06/2026 7 Katherine Cenicola CSCO-A ver.CC 08/06/2026 g Jannette Goodall CSCO-Si er s� 08/06/2026 g Allison Tidwell CSCO-Form Filler 08/06/2026 10. TPW Contracts TPW 11. Don Berchoff CE0 07/28/2026 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, David 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&fortworthteaas.gov for pickup when complete. Call eat. 7233 or eat. 8363 with questions. Thank you!