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HomeMy WebLinkAbout065742 - Construction-Related - Contract - Halff Associates, Inc.CSC No. 65742 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 Halff Associates, Inc., authorized to do business in Texas ("Consultant"), for a project generally described as: Storm Drain Rehabilitation Program ("Project") — Project No. 104487 . 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 $717,500 ("Contract Amount") in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor (including all benefits, overhead and markups), materials, supplies, and equipment necessary to complete the Services. Consultant shall provide monthly invoices to City. Payments for services rendered shall be made in accordance with the Texas Prompt Payment Act (Texas Government Code Ch. 2251). Acceptance by Consultant of said payment shall release City from all claims or liabilities under this Agreement for anything related to, performed, or furnished in connection with the Services for which payment is made, including any act or omission of City in connection with such Services. Article III Term Time is of the essence. The term of this Agreement shall commence on the Effective Date and shall continue until the expiration of the funds or completion of the subject matter pursuant to City of Fort Worth, Texas OFFICIAL RECORD Storm Drain Rehabilitation Program Standard Agreement for Professional Services CITY SECRETARY Project #: 104487 Revision Date: August 18, 2025 Page 1 of 9 FT. WORTH, TX the schedule, whichever occurs first, unless terminated in accordance with the terms of this Agreement. Unless specifically otherwise amended, the original term shall not exceed five years from the original effective date. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the work to be performed hereunder and of all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership 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 Storm Drain Rehabilitation Program Standard Agreement for Professional Services Project #: 104487 Revision Date: August 18, 2025 Page 2 of 9 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 Storm Drain Rehabilitation Program Standard Agreement for Professional Services Project #: 104487 Revision Date: August 18, 2025 Page 3 of 9 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 Storm Drain Rehabilitation Program Standard Agreement for Professional Services Project #: 104487 Revision Date: August 18, 2025 Page 4 of 9 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 Attn: Shweta Rao, P.E., PMP City of Fort Worth, Texas Storm Drain Rehabilitation Program Standard Agreement for Professional Services Project #: 104487 Revision Date: August 18, 2025 Page 5 of 9 Transportation and Public Works Department 1000 Throckmorton St. Fort Worth, Texas 76102 Consultant: Halff Associates, Inc. Attn: Cooper Hoffman, P.E., CFM 2601 Meacham Blvd, Ste 600 Fort Worth, TX 76137 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 Storm Drain Rehabilitation Program Standard Agreement for Professional Services Project #: 104487 Revision Date: August 18, 2025 Page 6 of 9 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 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. City of Fort Worth, Texas Storm Drain Rehabilitation Program Standard Agreement for Professional Services Project #: 104487 Revision Date: August 18, 2025 Page 7 of 9 Article XXI Attachments, Schedules and Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of Agreement: Attachment A - Scope of Services Attachment B — Compensation Attachment C - Changes to Agreement Attachment D - Project Schedule Attachment E - Location Map (not applicable) Attachment F — Insurance Requirements Duly executed by each party's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY: CITY OF FORT WORTH 0 Jesica McEachern Assistant City Manager Date: 08/27/2026 �FoF000e000 ORT4d�a d d�.o � 0 4 F+o 0 09.10 ATTEST: pro o=o o°*� X,aZ5 uie¢ Ckl aaBb nEXA`oo4'v Jannette Goodall City Secretary APPROVAL RECOMMENDED: M aY'R..,w,.,7„:r,,,_ Lauren Prieur (Aug 13, 2026 17:24:12 CDT) Lauren Prieur Director, Transportation Public Works BY: CONSULTANT Halff Associates, Inc. Elizabeth Young, GISP Infrastructure Management and Data Analytics Practice Leader Date: 7/9/2026 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Storm Drain Rehabilitation Program Standard Agreement for Professional Services Project #: 104487 Revision Date: August 18, 2025 Page 8 of 9 APPROVED AS TO FORM AND LEGALITY Douglas Black (Aug 19, 2026 11:36:56 CDT) By: Douglas W Black Sr. Assistant City Attorney Contract Compliance Manager: M&C No.: 26-0246 M&C Date: 3/31 /2026 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. s /ez& Shweta Rao, P.E., PMP Engineering Manager- Stormwater Infrastructure City of Fort Worth, Texas Storm Drain Rehabilitation Program Standard Agreement for Professional Services Project #: 104487 Revision Date: August 18, 2025 Page 9 of 9 M&C Review Page 1 of 2 CITY COUNCIL AGENDA Create New From This M&C DATE: 3/31/2026 REFERENCE **M&C 26- LOG NAME: NO.: 0246 CODE: C TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas FORT VIVO RTH v 20SWM STORM DRAIN PIPE REHAB HALFF NO SUBJECT: (ALL) Authorize Execution of a Professional Engineering Services Agreement with Halff Associates, Inc. in an Amount Up to $717,500.00 for the Storm Drain Rehabilitation Program, With Up to Three Renewals RECOMMENDATION: It is recommended that the City Council authorize execution of a Professional Services Agreement with Halff Associates, Inc in an amount up to $717,500.00 for the Storm Drain Rehabilitation Program to support the Storm Drain Pipe Rehabilitation project (City Project No. 104487), with up to three renewals in an amount up to $682,500.00. DISCUSSION: The purpose of this Mayor & Council Communication (M&C) is to authorize the execution of a Professional Services Agreement with Halff Associates, Inc. for the Storm Drain Rehabilitation Program in an amount up to $717,500.00 with up to 3 renewals up to $682,500.00. The Storm Drain Rehabilitation Program proactively assesses the condition of drainage pipes to identify and program rehabilitation needs before drainage pipes fully fail, which can create sinkholes and significant life safety issues. The scope of this contract will include inspecting twenty (20) miles of storm drain pipes every Fiscal Year (FY) using Closed Circuit Television (CCTV), performing defect detection and post -processing of inspection data, and providing recommendations regarding rehabilitation priority to inform capital and maintenance needs. In addition, the scope for the first FY will include updating the storm drain rehabilitation manual and a data transfer from the Halff server to the City's server for data collected to date under previous contracts. This will facilitate the hosting of future CCTV data on the City's web platform while providing data documentation and knowledge sharing with the Information Technology Services Department. In June 2025, the Stormwater Management Division advertised a Request for Qualifications for professional engineering services and seven firms were shortlisted for Category J — Infrastructure Maintenance. Because this contract requires expertise in multiple elements, such as having certified staff to review CCTV inspections, Geographic Information System (GIS) data hosting and managing, and engineering expertise to provide recommendations, a Request for Additional Information (RFAI) was sent out on November 5, 2025 to all the shortlisted firms to provide additional information specific to this project. A team of four panelists reviewed the six received RFAls and the table below shows the scoring summary. ❑ Firm Name I Total Score (75 Max) 1_] Halff Associates IrC2.67 2� Freese and Nichols, Inc. 1160.5 3❑ LAN 1151.5 ®Kimley Horn and Associates 148.33 - ] Plummer 47.33 n http://apps.cfwnet.org/council packet/mc review.asp?ID=34289&councildate=3/31/2026 7/22/2026 M&C Review Page 2 of 2 6. 1Walter P. Moore 1124.92 Funding is budgeted in the Stormwater Capital Projects Fund for Transportation & Public Works Department for the purpose of funding the Storm Drain Pipe Rehab project (City Project No. 104487). FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the Stormwater Capital Projects Fund for the Storm Drain Pipe Rehab project to support the approval of the above recommendation and execution of the contract. Prior to any expenditure being incurred, the Transportation & Public Works Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference # Amount ID I ID I I I Year Chartfield 2 FROM Fund Department Account Project Program I Activity Budget Reference # Amount ID ID I Year (Chartfield 2 Submitted for City Manager's Office by: Jesica McEachern (5804) Originating Department Head: Additional Information Contact: ATTACHMENTS Lauren Prieur (6035) Jennifer Dyke (2714) 20SWM STORM DRAIN PIPE REHAB HALFF FID TABLE.xlsx (CFW Internal) 20SWM STORM DRAIN PIPE REHAB HALFF FORM 1295.pdf (CFW Internal) 20SWM STORM DRAIN PIPE REHAB HALFF funds avail.docx (CFW Internal) http://apps.cfwnet.org/council packet/mc review.asp?ID=34289&councildate=3/31/2026 7/22/2026 ATTACHMENT "A" Scope for Storm Drain Rehabilitation Program Services The scope set forth herein defines the work to be performed by the ENGINEER in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. Under this scope, "ENGINEER" is expanded to include any sub -consultant, including surveyor, employed or contracted by the ENGINEER. The CITY has engaged the ENGINEER for this project to assist with Stormwater GIS Data Development, including construction as -built plan set entry, CCTV GIS Support, and implementation of AI/ML asset extraction pilot program. OBJECTIVE The Storm Drain Rehabilitation Program Services contract is dedicated to providing inspection services, identifying potential work orders, facilitating data transfer, and supporting the ongoing implementation of the Storm Drain Rehabilitation Program. These efforts are intended to promote infrastructure renewal and enhance service levels. The program will continue its storm drain condition assessments in alignment with established workflows as outlined in the Program Manual. The Storm Drain Rehabilitation Program Services contract will seek to: • Ensure the completion of annual storm drain inspection targets and timely data delivery by Halff: o FY26 - 20 miles of CCTV inspections completed under consultant supervision o FY27 - 20 miles of CCTV inspections completed under consultant supervision o FY28 - 20 miles of CCTV inspections completed under consultant supervision • Deliver high -quality inspection datasets with stringent quality assurance and quality control (QA/QC) to ensure contractor inspections adhere to NASSCO PACP standards. • Provide GIS datasets detailing PACP inspection routes (as polylines) and associated observations (as points) for inspected stormwater pipe segments. The spatial accuracy of these datasets will correspond to the City's stormwater GIS inventory. • Incorporate all new FY26 data into the existing hosted Enterprise Portal web application `SDRP Tracker', to support web -based access, query operations, and data availability for the broader project team until the new City -hosted GIS platform becomes operational. Please note that this scope does not include transferring data into the new City -hosted GIS platform. • Analyze and demonstrate the benefits provided by advanced multi -sensor storm drain inspection methods and the associated data. • Enhance storm drain strategy and establish priorities to address the following: o Cleaning recommendations for Storm Water Field Operations o Point repair recommendations for Storm Water Field Operations o Major repair and rehabilitation recommendations for the Project Development and Capital Delivery groups. City of Fort Worth, Texas Storm Drain Rehabilitation Program Storm Drain Rehabilitation Program — Project No. 104487 Project #: 104487 Attachment A PMO Release Date: 07/23/2012 Page 1 of 3 WORK TO BE PERFORMED The tasks below are intended to be a summary of the tasks that are anticipated as part of the services provided for this contract. Detailed descriptions of the specific tasks, budgets, and schedules will be developed at the time of each task assignment. Potential tasks performed by the Halff team may include, but are not limited to, the following: Plan Set Entry Review • Perform condition assessment using NASSCO PACP standards or other approved condition assessment techniques • Traffic control plan d6V1d18VMW6iltM0P�q&htion Proj t #: 1 4487 • Traffic control during inspection worK • Tier 1 QA/QC (100%) to perform high-level review, approve storm drain inspection data and reports, and verify that deliverables meet TPW CCTV Inspection standards (Section 33 01 31); Tier 1 QA/QC includes reviewing asset IDs and all required data (diameter, material, etc.) within the Access database and communicating concerns with the CCTV inspector • Linear reference PACP inspection data to GIS • Tier 2 QA/QC (100%) using Al Computer Vision techniques to perform detailed review and verification of inspection videos; Tier 2 QA/QC includes determining storm drain CCTV observations that were not originally located during the initial CCTV inspection and locating the defects spatially through linear referencing • Standardized scoring of the inspected storm drains using PACP observations and the scoring process/criteria as documented in the Program Manual; the standardized scoring is tracked using the storm drain condition score (SDCS) • Applying Tier 2 QA/QC observations to update SDCS of inspected storm drains • Review and approve inspection quantities and invoices from CCTV and any other sub- contractors • Regular progress meetings (frequency to be determined) with CCTV contractors, Stormwater Field Operations (SWFO) team, and Capital Delivery team • Assess the highest priority storm drains utilizing inspected storm drains that have one or more PACP graded defects of grade 3 or higher; provide rehabilitation recommendations for transfer to the TPW Capital Projects group. • Prepare summary data and priority list deliverables for transferring evaluation findings to the TPW Capital Projects group • Continue to implement and support effective data -driven strategies that increase customer safety and Level of Service, enhance decision -making, and reduce costs for the Storm Drain Rehabilitation Program — such as applying Artificial Intelligence (AI) Computer Vision for improved pipe defect detection — and consider other innovative approaches • Support City staff in expanding in-house CCTV condition assessment efforts and coordinate data quality checks and processing tasks in accordance with Program Manual workflows • Assist City in status updates to TPW staff and stakeholders throughout development/implementation of program efforts • Assist City in designing and implementing a City -hosted web map • Assist City in training of new staff and consultant(s) • Evaluate and update progress towards annual level of service goals, quarterly basis typical City of Fort Worth, Texas Storm Drain Rehabilitation Program Storm Drain Rehabilitation Program — Project No. 104487 Project #: 104487 Attachment A PMO Release Date: 07/23/2012 Page 2 of 3 • Program manual documentation and updated on as -needed basis PROFESSIONAL SERVICES FEE The estimated fee to complete the requested services during Year 1 (FY26) of this project is not - to -exceed $717,500. This contract includes an optional Year 2 (FY27) and Year 3 (FY28) renewal of $682,500 for each additional year and will not exceed the available budgets of the fiscal year allocations. The total contract not -to -exceed amount is $2,082,500. Staff hourly rates are provided in Attachment "B" of the contract. City of Fort Worth, Texas Storm Drain Rehabilitation Program Storm Drain Rehabilitation Program — Project No. 104487 Project #: 104487 Attachment A PMO Release Date: 07/23/2012 Page 3 of 3 ATTACHMENT B COMPENSATION Engineering Services for Storm Drain Rehabilitation Program City Project No. 104487 Time and Materials with Rate Schedule Project I. Compensation A. The ENGINEER shall be compensated for personnel time, non -labor expenses, and subcontract expenses in performing services enumerated in Attachment A as follows: i. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Category Rate for the ENGINEER's team member performing the work. Labor Category Rate as presented in the rate schedule table below is the rate for each labor category performing the work and includes all direct salaries, overhead, and profit. Labor Category Rate ($/hour) Min. Max. Engineer Grade 1 89.00 130.00 Engineer Grade II 126.00 166.00 Engineer Grade III 122.00 216.00 Engineer Grade IV 207.00 350.00 Engineer Grade V 262.00 350.00 Office Tech Grade 1 63.00 78.00 Office Tech Grade II 75.00 101.00 Office Tech Grade III 96.00 130.00 Office Tech Grade IV 125.00 163.00 Office Tech Grade V 140.00 276.00 Administrative Grade 1 36.00 76.00 Administrative Grade II 79.00 102.00 Administrative Grade III 99.00 173.00 Administrative Grade IV 118.00 162.00 Administrative Grade V 165.00 350.00 GIS Specialist Grade 1 79.00 109.00 GIS Specialist Grade II 110.00 148.00 GIS Specialist Grade III 140.00 200.00 GIS Specialist Grade IV 199.00 249.00 GIS Specialist Grade V 273.00 350.00 ii. Non -Labor Expenses. Non -labor expenses shall be reimbursed as Direct Expenses at invoice or internal office cost. City of Fort Worth, Texas Storm Drain Rehabilitation Program Attachment B Project #: 104487 Revised Date: 12/9/2022 Page 1 of 4 ATTACHMENT B COMPENSATION Direct Expenses (non -labor) include, but are not limited to, mileage, travel and lodging expenses, mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. iii. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost to ENGINEER plus a markup of ten percent (10%). iv. Budgets. ENGINEER will make reasonable efforts to complete the work within the budget and will keep the City informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. ENGINEER is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay ENGINEER beyond these limits. If ENGINEER projects, in the course of providing the necessary services, that the PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions, the ENGINEER shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. When any budget has been increased, ENGINEER's excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. B. The ENGINEER shall be paid monthly payments as described in Section II - Method of Payment. II. Method of Payment A. The ENGINEER shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the ENGINEER, based on the actual hours and costs expended by the ENGINEER in performing the work. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER. C. ENGINEER shall prepare and submit invoices in the format and including content as presented in Exhibit B-1. D. Payment of invoices will be subject to certification by the City that such work has been performed. City of Fort Worth, Texas Storm Drain Rehabilitation Program Attachment B Project #: 104487 Revised Date: 12/9/2022 Page 2 of 4 ATTACHMENT B COMPENSATION III. Progress Reports A. The ENGINEER shall prepare and submit to the designated representative of the Transportation and Public Works Department monthly progress reports and schedules in the format required by the City. IV. Summary of Total Project Fees Firm Primary Responsibility Fee Amount % Prime Consultant Halff Associates, Inc. Inspection services, identifying $393,200 55% potential work orders, facilitating data transfer, and supporting the ongoing implementation of the Storm Drain Rehabilitation Program Proposed MBE/SBE Sub -Consultants Not applicable 0 0 Non-MBE/SBE Consultants Ace Pipe Cleaning, Inc. CCTV Inspection contractor $225,000 31% Pipe Force Al CCTV Inspection contractor $99,300 14% TOTAL $717,500 100% Project Number & Name Total Fee MBE/SBE Fee MBE/SBE Storm Drain Rehabilitation Program $717,500 N/A N/A Project Number: 104487 City MBE/SBE Goal = N/A% City of Fort Worth, Texas Attachment B Revised Date: 12/9/2022 Page 3 of 4 Consultant Committed Goal = N/A% Storm Drain Rehabilitation Program Project #: 104487 EXHIBIT "B-1" ENGINEERING INVOICE (Supplement to Attachment B) office address Iremit address CFW Project Manager Consultant's Project Manager. Consultant's email. Name of Project: Technician Consultant Project No. Proj. Invoice No. Invoice date: Period From Date To Date City Secretary Contract #: P.O. Number: Amount $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Labor 0.0 $0.00 Subcontract Service Subcontract Service - <1 exam le> Subcontract Service - <2 exam le> etc Subcontractor Subtotal $0.00 10 Percent Markup on Subcontract Services $0.00 Nonlabor Ex enses Nonlabor Expense Subtotal $0.00 Total Expenses (Subcontract Services+Markup+Nonlabor Expenses) $0.00 TOTAL DUE THIS INVOICE $0.00 City of Fort Worth, Texas Storm Drain Rehabilitation Program Attachment B Revised Date: 12/9/2022 Project #: 104487 Page 4 of 4 ATTACHMENT "C" CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Professional Services for Storm Drain Rehabilitation Program 1. Ownership of Work Prod uct/Intellectual Property. 1.1. City shall be the sole and exclusive owner of all Work Product and Project Data, including, but not limited to videos, inspection data, PACP databases, GIS data generated specifically for the City, reports, technical memoranda, risk scores, prioritization outputs, and final project -specific dashboard files, schemas, models, workflows, algorithms, documentation, and other works of authorship conceived, developed, authored, reduced to practice, or otherwise created by Consultant, alone or with others, in the course of performing services under this Agreement within or for the City's geographic information system (GIS) environment ("Work Product"), and that are based on, derived from, interoperate with, or otherwise use data owned or provided by the City and stored on servers, systems, or environments owned, controlled, or designated by the City (the "City Data" and "City Servers," respectively). 1.2. City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret, intellectual property rights, and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of the City from the date of conception, creation, or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -make -for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Consultant hereby expressly assigns to City all exclusive right, title, and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of the City. The City shall have exclusive control over the Work Product, including the unlimited right to use, reproduce, modify, adapt, create derivative works from, distribute, perform, display, sublicense, assign, transfer, host, and otherwise exploit the Work Product, in whole or in part, for any purpose related to the City's operations, without restriction or additional payment to the Consultant. City's use of the Work Product for purposes other than the Project for which they were designed and the maintenance of said Project without written consent of Consultant will be at the sole risk of City and in no event will result in liability to Consultant. City of Fort Worth, Texas Storm Drain Rehabilitation Program — Project No. 104487 Attachment C PMO Release Date: 05.19.2010 Page I of 5 1.3. Nothing herein shall prohibit Consultant from using general ideas, concepts, know-how, or techniques retained in the unaided memory of its personnel. However, Consultant shall not use or disclose City Data, as defined herein, or the Work Product, for any purpose not contemplated by this Agreement, nor shall Consultant's use result in any infringement or misappropriation of the City's rights. 2. City Data. 2.1. Definitions. 2.1.1. "City Data" means all data, content, records, information, and materials, in any form or format, provided or made accessible by the City or its employees, agents, licensees, or customers to Consultant or collected, created, generated, or derived by Consultant in the course of performing or providing the Services under this Addendum. "City Data" does not include publicly available information. 2.1.2. "Artificial Intelligence" or "Al" means any machine - based system that, for any explicit or implicit objective, infers from the inputs the system receives how to generate outputs, including content, decisions, predictions, or recommendations, that can influence physical or virtual environments. 2.2. Use Restrictions on City Data: Consultant shall not: 2.2.1. use City Data to train, refine, test, or otherwise develop any Al system except in the context of providing the Services under the Agreement and for the exclusive use of the City; 2.2.2. commingle City Data with other data sets for the purpose of training or improving Al except in the context of providing the Services under the Agreement and for the exclusive use of the City; 2.2.3. deploy Al systems in providing the Services in a manner that results in Consultant or any third party obtaining any rights in City Data or derivative works thereof. 2.3. Ownership and Rights in City Data: All rights, title, and interest in and to City Data and any Al -generated orAl-enhanced content or outputs that incorporate or rely upon City Data are and shall remain exclusively with the City. Consultant acquires no rights to use such data or outputs except to perform its obligations under this Agreement. The rights reserved by the City under this provision include, without limitation, all rights relating to the development, training, testing, deployment, commercialization, reproduction, modification, distribution, or derivative use of Al models, City of Fort Worth, Texas Storm Drain Rehabilitation Program Storm Drain Rehabilitation Program — Project No. 104487 Project #: 104487 Attachment C PMO Release Date: 05.19.2010 Page 2 of 5 algorithms, datasets, data outputs, or any AI -generated or AI -enhanced content, particularly where such activities involve or are derived from City Data or the City's data, systems, infrastructure, or other proprietary resources. 2.4. Notice of Consultant's Use of Al: [Intentionally Deleted] 2.5. Cross -Border Transfer of City Data: Consultant shall provide the City with written notice of its intent to knowingly transfer City Data outside the United States. Consultant acknowledges and agrees that it shall not transfer City Data outside the United States without the City's express written consent. 2.6. Survival: The provisions of this section shall survive the expiration or termination of this Addendum and shall remain in full force and effect thereafter. 3. City Network Access. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Consultant Personnel"), requires access to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement which is attached hereto as Attachment "C-1" and incorporated herein for all purposes. 4. INTELLECTUAL PROPERTY INFRINGEMENT. 4.1 The Consultant represents to the best of Consultant's knowledge that all Work Product, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 4.2 Consultant shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Work Product in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Work Product hereunder. 4.3 Consultant agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, City of Fort Worth, Texas Storm Drain Rehabilitation Program Storm Drain Rehabilitation Program — Project No. 104487 Project #: 104487 Attachment C PMO Release Date: 05,19,2010 Page 3 of 5 or other intellectual property right arising from City's use of the Work Product„ or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Work Product. So long as Consultant bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Consultant shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Consultant in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Consultant shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Consultant's duty to indemnify the City under this Agreement. If the Work Product, or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Work Product; or (b) modify the Work Product to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Work Product; or (c) replace the Work Product with equally suitable, compatible, and functionally equivalent non -infringing Work Product at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this Agreement, and refund all amounts paid to Consultant by the City. Refund by Consultant of all amounts paid to Consultant by the City for the Project shall serve as a release by City of any and all claims, actions, causes of action, demands, rights, damages, costs, loss of service, expenses and compensation whatsoever related to or arising from a violation of this Attachment C. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE City of Fort Worth, Texas Storm Drain Rehabilitation Program Storm Drain Rehabilitation Program — Project No. 104487 Project #: 104487 Attachment C PMO Release Date: 05,19,2010 Page 4 of 5 SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. City of Fort Worth, Texas Storm Drain Rehabilitation Program Storm Drain Rehabilitation Program — Project No. 104487 Project #: 104487 Attachment C PMO Release Date: 05.19.2010 Page 5 of 5 FORT WORTH ATTACHMENT "D" PROJECT SCHEDULE A. ENGINEER Project Schedule Development ENGINEER shall prepare a project schedule for the services to be provided in fulfilling the requirements of the Agreement and encompassing the Scope of Work defined in Attachment A to the Agreement. ENGINEER shall prepare and maintain project schedule throughout the life of the project as defined in the Agreement in compliance with the City's Specification 00 31 15 entitled Engineer Project Schedule. ENGINEER's project schedule will follow the Critical Path Methodology (CPM) for planned sequencing of the work activity and timing of the work. B. Schedule "Tier" Selection City has identified three "Tier" levels for project schedules as defined in City's Specification 00 31 15, to align with the size and complexity of the project as a basis for schedule development. City's Project Manager will determine the "Tier" level for the ENGINEER's project schedule as part of the negotiation of the Agreement. C. Project Baseline Schedule ENGINEER will produce an initial project schedule and submit as a "baseline" for review and acceptance by City's Project Manager as defined in City's Specification 00 31 15 which will be referred to as the Project Baseline Schedule. Updates to the baseline schedule follow the requirements of City's Specification 00 31 15. D. Project Progress Schedule ENGINEER will provide to the City, monthly updates to their project schedule indicating progress of the Work in compliance with the requirements of City's Specification 00 31 15 and said schedule will be referred to as the Project Progress Schedule. E. Master Project Schedule City will develop and maintain a master project schedule for the overall project. ENGINEER's project baseline and progress schedule submittals will be an integral part of the development and updating process of City's Master Project Schedule. City of Fort Worth, Texas Storm Drain Rehabilitation Program Attachment D Revision Date: 07,20.2018 Project #: 104487 Page 1 of 1 ■ � 0 2 0 . � LL. V) tw \ .. § . / 0 § # 0 3 E f § / U E o Z o \ Qw k w k c 2 \ 0 k } / 2 § E w © LL. 9� o E $ \ E J LA 3 m z S v 0 7 \ 0 a + aaj . .g g v \ cu # 'Av \ / K � m 1 W ° E 2 R o CL M 2 ° Wƒ w 2$ m# w k w k 0\ E t k -0 I 0 = � 5 5 = R 7 u m / 2 § k \ k E §' § k E LL \ § § § / § a u a aV) I w 10 L e a FORT WORTH ATTACHMENT "E" PROJECT LOCATION Professional Services for Storm Drain Rehabilitation Program City Project No. 104487 PROJECT COVERS ENTIRE CITY Storm Drain Rehabilitation Program Project #: 104487 City of Fort Worth, Texas Storm Drain Rehabilitation Program Attachment E Project #: 104487 Stormwater GIS Data Development Page 1 of 1 EXHIBIT F CITY OF FORT WORTH STANDARD INSURANCE REQUIREMENTS (1) INSURANCE LIMITS a. Commercial General Liability — Insured shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance as follows: $1,000,000 each occurrence $2,000,000 aggregate If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Project or location. City shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to City. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless City specifically approves such exclusions in writing. ii. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with Agreement. b. Business Auto — Insured shall maintain business auto liability and, if necessary, commercial umbrella liability insurance as follows: $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Such insurance shall cover liability arising out of "any auto", including owned, hired, and non -owned autos, when said vehicle is used in the course of Insured's business and/or the Project. If Insured owns no vehicles, coverage for hired or non -owned autos is acceptable. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by Insured pursuant to this Agreement or under any applicable auto physical damage coverage. CFW Standard Insurance Requirements Page 1 of 3 Rev. 5.04.21 C. Workers' Compensation — Insured shall maintain workers compensation and employer's liability insurance and, if necessary, commercial umbrella liability insurance as follows: Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by Insured pursuant to this Agreement. d. Professional Liability (Errors & Omissions) — Insured shall maintain professional liability insurance as follows: $1,000,000 - Each Claim Limit $2,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be written on a claims -made basis, and maintained for the duration of the contractual agreement and for five (5) years following completion of services provided. The policy shall contain a retroactive date prior or equal to the Effective Date of the Agreement or the first date of services to be performed, whichever is earlier. An annual certificate of insurance shall be submitted to City to evidence coverage. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that Insured has obtained all required insurance shall be attached to Agreement concurrent with its execution. Any failure to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. b. Applicable policies shall be endorsed to name City as an Additional Insured, except for Workers' Compensation and Professional Liability insurance as its interests may appear, and must afford the City the benefit of any defense provided by the policy. The term City shall include its employees, officers, officials, and agents as respects the contracted services. Applicable policies shall each be endorsed with a waiver of subrogation in favor of City with respect to the Project. 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 CFW Standard Insurance Requirements Page 2 of 3 Rev. 5.04.21 commercial coverage maintained by City shall not be called upon to contribute to loss recovery. Insured's liability shall not be limited to the specified amounts of insurance required herein. d. Other than workers' compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. City must approve in writing any alternative coverage for it to be accepted. e. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be provided to City. A ten (10) days' notice shall be acceptable in the event of non-payment of premium. f. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VII or equivalent measure of financial strength and solvency as determined by the City's Risk Management division. g. Any deductible or self -insured retention in excess of $350,000 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 consentto alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to City. h. In the course of the Agreement, Insured shall report, in a timely manner, to City's Risk Management Department with additional notice to the Contract Compliance Manager, any known loss or occurrence which could give rise to a liability claim or lawsuit against City or which could result in a property loss. i. City shall be entitled, upon its request and without incurring expense, to review Insured's insurance policies including endorsements thereto and, at City's discretion, Insured may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims - made basis, shall contain a retroactive date coincidentwith or priorto the date of this Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims -made. k. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Project until final payment and termination of any coverage required to be maintained after final payments. I. City shall not be responsible for the direct payment of any insurance premiums required by Agreement. m. Subcontractors of Insured shall be required by Insured to maintain the same or reasonably equivalent insurance coverage as required for Insured. Upon City's request, Insured shall provide City with documentation thereof. CFW Standard Insurance Requirements Page 3 of 3 Rev. 5.04.21 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of2 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2026-1431101 Date Filed: 03/10/2026 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Halff Associates, Inc. Richardson, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Fort Worth 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 104487 Storm drain rehabilitation program services 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Sagel, Joseph Richardson, TX United States X Smith, Ryan Frisco, TX United States X Atkinson, Erin Fort Worth , TX United States X Baker Daily, Jessica Richardson, TX United States X Cranston , Shaun Austin, TX United States X Engelhardt, Cindy Austin, TX United States X Hollis, Leigh Richardson, TX United States X Ickert, Andrew Fort Worth, TX United States X Jackson, Todd Austin, TX United States X Logan, Josh San Antonio, TX United States X Murray, Menton McAllen, TX United States X Pylant, Ben Fort Worth , TX United States X Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.b6ef2aab CERTIFICATE OF INTERESTED PARTIES FORM 1295 2of2 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2026-1431101 Halff Associates, Inc. Richardson, TX United States Date Filed: 03/10/2026 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 104487 Storm drain rehabilitation program services 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Parry. ❑ 6 UNSWORN DECLARATION My name is Elizabeth Young and my date of birth is My address is 2601 Meacham Blvd, Suite 600 Fort Worth TX 76137 USA (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Tarrant County, State of T2X8S on the 10th day of March 20 26 (month) (year) Signature of authorized a ent of contr c V g bu s entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.b6ef2aab ENDORSEMENT This endorsement, effective 12:01 A.M. 08/01/2026 forms a part of Policy No. CA5717893 issued to Halff Associates, Inc. by NATIONAL UNION FIRE INSURANCE COMPANY OF P I TTSBURGH , PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE ADDITIONAL INSURED: ANY PERSON OR ORGANIZATION FOR WHOM YOU ARE CONTRACTUALLY BOUND TO PROVIDE ADDITIONAL INSURED STATUS BUT ONLY TO THE EXTENT OF SUCH PERSON'S OR ORGANIZATIONS LIABILITY ARISING OUT OF THE USE OF A COVERED AUTO. I. SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. - Who Is Insured, is amended to add: d. Any person or organization, shown in the schedule above, to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered "auto". However, the insurance provided will not exceed the lesser of: (1) The coverage and/or limits of this policy, or (2) The coverage and/or limits required by said contract or agreement. W,' -7�-�� -1 AUTHORIZED REPRESENTATIVE 87950 (9/14) Includes copyrighted information of Insurance Services Office, Inc., Page 1 of 1 with its permission. 08/01 /2022 ENDORSEMENT This endorsement, effective 12:01 A.M. 08/01/26 forms a part of Policy No. CA5717893 issued to Halff Associates, Inc. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditions, A. - Loss Conditions, 5. - Transfer of Rights of Recovery Against Others to Us, is amended to add: However, we will waive any right of recover we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident" or "loss" if: (1) The "accident" or "loss" is due to operations undertaken in accordance with the contract existing between you and such person or organization; and (2) The contract or agreement was entered into prior to any "accident" or "loss". No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovery funds obtained by any injured employee. U IZED REPR�ESENTATIVE� 62897 (6/95) ENWAMMates. Inc. POLICY NUMBER: 585-69-23 COMMERCIAL GENERAL LIABILITY CG20371219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT OR AGREEMENT. BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 37 12 19 0 Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: 585-69-23 COMMERCIAL GENERAL LIABILITY CG20101219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT OR AGREEMENT. BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 ❑ A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 10 12 19 POLICY NUMBER: 585-69-23 COMMERCIAL GENERAL LIABILITY CG24041219 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): PURSUANT TO APPLICABLE WRITTEN CONTRACT OR AGREEMENT YOU ENTER INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 (c) Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: GL5856923 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribu- tion from any other insurance available to the additional insured. CG 20 01 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective 12:01 AM 08/01 /2026 forms a part of Policy No. WC 014-19-5843 Issued to HALFF ASSOCIATES, INC. By NEW HAMPSHIRE INSURANCE COMPANY This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule ( ) Specific Waiver Name of person or organization (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL TEXAS OPERATIONS. WC4203046 Countersigned by2Qt3 _____________________�_-_------- (Ed. 6-14) Authorized Representative 0 Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved. FORT WORTH. Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE: Storm Drain Rehabilitation Project- Halff Associates, Inc. M&C: 26-0246 CPN: 104487 CSO: N/A DOC#: 1 Date: 7/10/2026 To: Name Department Initials Date Out 1. Elizabeth Camargo TPW - initial 2. Elizabeth Young Consultant -Signature 3. Shweta Rao, Engineering Manager TPW - Signature No Glven Name Shwete Rao 07/28/2026 4. Stephen Nichols, Sr. CPO TPW -initial Sti 08/03/2026 5. Jennifer Dyke, AD TPW - initial 8/13/2026 6. Lauren Prieur, Director TPW - signature leg _auran Priowr 08/13/2026 7. Doug Black Legal - signature Oouples Black 08/19/2026 8. Jessica McEachern CMO - signature 08/27/2026 9. Jannette Goodall CSO - signature Kc 08/28/2026 10. TPW Contracts CSO - signature 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: TPWContracts &FortWorthTexas.gov at ext. 7233 or 8363, for pick up when completed. Thank you! Updated 12.07.2022, rndhnt FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Halff Associates, Inc. Subject of the Agreement: Storm Drain Rehabilitation Contract- Halff Associates, Inc. M&C Approved by the Council? * Yes ® No ❑ 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 8 No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Approval Date If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes 0 No ❑ *Ifso, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. 104487 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 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.