HomeMy WebLinkAboutContract 40092i
STATE OF TEXAS §
COUNTY OF TARRANT §
KNOW ALL BY THESE PRESENTS:
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made by the City of Fort Worth, Texas, a home rule municipal
corporation situated in Tarrant, Denton, Parker and Wise Counties, Texas, hereinafter called "City",
and la terra studio hereafter called "Consultant". City and Consultant may be referred to
herein individually as a party and collectively as the parties.
1. PROJECT — Sycamore Park Master Plan
2. SCOPE OF SERVICES —The Scope of Services is set forth in Attachment "A" hereto and
incorporated herein.
3. COMPENSATION
a) Consultant's compensation is set forth in Attachment "B" hereto and incorporated
herein. The maximum amount to be paid to Consultant for all services rendered and
all expenses incurred hereunder shall not exceed Twenty thousand ($20,000.00).
b) Payments to Consultant will be made as follows:
i. The Consultant shall provide the City sufficient documentation to reasonably
substantiate the invoices.
ii. The Consultant will issue monthly invoices for all work performed under
this Agreement. Invoices are due and payable within 30 days of receipt.
iii. Upon completion of services enumerated in Section 1 of this Agreement, the
final payment of any balance will be due within 30 days of receipt of the
final invoice.
iv. In the event of a disputed or contested billing, only that portion so contested
will be withheld from payment, and the undisputed portion will be paid.
City will exercise reasonableness in contesting any bill or portion thereof.
No interest will accrue on any contested portion of the billing until mutually
resolved.
v. If Ciry fails to make payment in full to Consultant for billings contested in
good faith within 60 days of the amount due, Consultant may, after giving 7
days' written notice to City, suspend services under this Agreement until paid
in full, including interest. In the event of suspension of services, Consultant
shall have no liability to City for delays or damages caused City because of
such suspension of services.
OFFICIAL
RECORD
CITY SECRETARY
T. 'FORTH, TX
4. STANDARD OF CARE - The standard of care applicable to Consultant's services will be
the degree of skill and diligence normally employed in the State of Texas by professional
consultants performing the same or similar services at the time such services are
performed.
5. INDEPENDENT CONTRACTOR -Consultant shall perform all work and services
hereunder as an independent contractor and not as an officer, agent or employee of the City.
Consultant shall have exclusive control of, and the exclusive right to control, the details of
the work performed hereunder and all persons performing same and shall be solely
responsible for the acts and omissions of its agents, employees and subcontractors. Nothing
herein shall be construed as creating a partnership or joint venture between the City and the
Consultant, its agents, employees and subcontractors; and the doctrine of respondeat
superior shall have no application as between the City and the Consultant.
6. DISCLOSURE -The Consultant acknowledges to the City that it has made full disclosure in
writing of any existing conflicts of interest or potential conflicts of 'interest, including
personal financial interest, direct or indirect. The Consultant further acknowledges that it
will make disclosure in writing of any conflicts of interest that develop subsequent to the
signing of this Agreement and prior to final payment under the Agreement.
7. PREPARATION OF DOCUMENTS -Consultant will provide City the original documents
anticipated by the Scope of Work as described by Section 1 hereof. The documents shall
become the property of the City. City may use such documents in any manner it desires;
provided, however, that the Consultant shall not be liable for the use of such documents for
any project other than the Project described herein.
8. MINORITY AND WOMAN BUSINESS ENTERPRISE (M/WBE) PARTICIPATION - In
accord with City of Fort Worth Ordinance No. 15530, the City has goals for the
participation of minority business enterprises and woman business enterprises in City
contracts. Consultant acknowledges the M/WBE goal established for this Agreement and its
commitment to meet that goal. Any misrepresentation of facts (other than a negligent
misrepresentation) and/or the commission of fraud by Consultant may result in the
termination of this Agreement and debarment from participating in City contracts for a
period of time of not less than three (3) years.
9. INSURANCE REQUIREMENTS -
a) Consultant shall provide to the City cer•tificate(s) of insurance documenting policies of
the following coverage at minimum limits that are to be in effect prior to
commencement of work on the Project.
Commercial Genera] Liability
$1,000,000 each occurrence
$2,000,000 aggregate
Automobile Liability
$1,000,000 each accident on a combined single limit
Or
$ Z505000 Property Damage
$500,000 Bodily Injury per person per occurrence
A commercial business policy shall provide coverage on "Any Auto", defined as
autos owned, hired and non -owned when said vehicle is used in the course of the
Project.
Worker's Compensation
Coverage A: Statutory limits
Coverage B: Employer's Liability
$100,000 each accident
$500,000 disease - policy limit
$100,000 disease - each employee
Professional Liability
$1,000,000 each claim
$1,000,000 aggregate
Professional liability shall be written on a claims -made basis and shall contain a
retroactive date prior to the date of the Agreement or the first date of services to be
performed, whichever is earlier. Coverage shall be maintained for a period of 5 years
following the completion of the Agreement. An annual certificate of insurance
specifically referencing this project shall be submitted to the City for each year
foRowing completion of the Agreement.
b) Certificates of insurance evidencing that the Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant proceeding with the
Project.
i. Applicable policies shall be endorsed to name the City an Additional Insured
thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agents, and volunteers as respects the
contracted services.
ii. Certificate(s) of insurance shall document that insurance coverage specified
in this agreement are provided under applicable policies documented
thereon.
Any failure on part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirements.
iv. A minimum of thirty (30) days notice of cancellation or material change in
coverage shall be provided to the City. A ten (10) days notice shall be
acceptable in the event of non-payment of premium. Such terms shall be
endorsed onto Consultant's insurance policies. Notice shall be sent to the
respective Department Director (by name), City of Fort Worth, 1000
Throckmorton, Fort Worth, Texas 76102.
v. Insurers for all policies must be authorized to do business in the State of
Texas and have a minimum rating of A: VII in the current A.M. Best Key
Rating Guide or have reasonably equivalent financial strength and solvency
to the satisfaction of Risk Management.
vi. Deductible limits, or self insured retentions, affecting insurance required
herein shall be acceptable to the City in its sole discretion; and, in lieu of
traditional insurance, any alternative coverage maintained through insurance
pools or risk retention groups must be also approved. Dedicated financial
resources or letters of credit may also be acceptable to the City.
vii. Applicable policies shall each be endorsed with a waiver of subrogation in
favor of the City as respects the Project.
viii. The City shall be entitled, upon its request and without incurring expense, to
review the Consultant's insurance policies including endorsements thereto
and, at the City's discretion, the Consultant may be required to provide proof
of insurance premium payments.
ix. The Commercial General Liability insurance policy shall have no exclusions
by endorsements unless the City approves such exclusions in writing.
x. For all lines of coverage underwritten on a claims -made basis, other than
Professional Liability, the rerioactive date shall be coincident with or prior to
the date of the contractual agreement. The certificate of insurance shall state
both the retroactive date and that the coverage is claims -made.
xi. The City shall not be responsible for the direct payment of any insurance
premiums required by this agreement and all insurance required in this
section, with the exception of Professional Liability, shall be written on an
occurrence basis.
c) Sub consultants and subcontractors to/of the Consultant shall be required by the
Consultant to maintain the same or reasonably equivalent insurance coverage as
required for the Consultant. When sub consultants/subcontractors maintain insurance
coverage, Consultant shall provide City with documentation thereof on a certificate
of insurance.
10. RIGHT TO AUDIT —
a) Consultant agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine and
photocopy any directly pertinent books, documents, papers and records of the
Consultant involving transactions relating to this Agreement. Consultant agrees that
the City shall have access during normal working hours to all necessary Consultant
facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this Section. The City shall give
Consultant reasonable advance notice of intended audits.
b) Consultant further agrees to include in all its subconsultant agreements hereunder
a provision to the effect that the subconsultant agrees that the City shall, until the
expiration of three (3) years after final payment under the subcontract, have
access to and the right to examine and photocopy any directly pertinent books,
documents, papers and records of such subconsultant, involving transactions to
the subcontract, and further, that the City shall have access during normal
working hours to all subconsultant facilities, and shall be provided adequate and
appropriate work space, in order to conduct audits in compliance with the
provisions of this Section. City shall give subconsultant reasonable advance
notice of intended audits.
c) Consultant and sub -consultant agree to photocopy such documents as may be
requested by the City. The 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.
11. TERMINATION
a) City may terminate this Agreement for any reason, at any time, with or without cause, or
for the convenience of the City by thirty (30) days' notice in writing to Consultant. Upon
the receipt of such notice, Consultant shall immediately discontinue all services, work,
and investigative activities in connection with the performance of this Agreement and
shall proceed to promptly complete all existing investigations and documents, as they
are chargeable to this Agreement. If the City terminates this Agreement for convenience
pursuant to this Section, the City shall pay Consultant for services actually and
satisfactorily performed in accordance herewith prior to such termination, in accordance
with a final statement submitted by Consultant documenting the performance of such
work. Consultant shall not be entitled to lost or anticipated profits should City choose to
exercise its option to terminate.
b) Upon termination of this Agreement for any reason, Consultant shall provide the City
with copies of all documents, including but not limited to written summaries and
investigative reports prepared under this Agreement.
12. INDEMNIFICATION -Consultant shall indemnify and hold the City and its officers, agents
and employees harmless from any loss, damage liability or expense for damage to property
and injuries, including death, to any person, including but not limited to officers, agents or
employees of Consultant or subcontractors, which may arise out of any negligent act, error
or omission in the performance of this Agreement. Consultant shall defend at his own
expense any suits or other proceedings brought against the City, its officers, agents and
employees, or any of them, resulting from such negligent act, error or omission; and shall
pay all expenses and satisfy all judgments which may be incurred by or rendered against
them or any of them in connection therewith resulting fiom such Consultant's negligent act,
error or omission.
13. COMPLIANCE WITH LAW. Consultant, its officers, agents, employees, conhactors
and subcontractors, shall abide by and comply with all laws, federal, state and local,
including the Charter and all ordinances, rules and regulations of the City. It is agreed
and understood that, if City calls the attention of Consultant to any such violations on the
part of Consultant, its officers, agents, employees, contractors or subcontractors, then
Consultant shall immediately desist from and correct such violation.
14. PROHIBITION OF ASSIGNMENT -Neither party hereto shall assign, sublet or transfer
their interest herein without the prior written consent of the other party, and any attempted
assignment, sublease or transfer of all or any part hereof without such prior written consent
shall be void.
15. CHOICE OF LAW VENUE AND JURISDICTION - If any action, whether real or
asserted, at law or in equity, arises on the basis of any provision of this 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. This
Agreement shall be construed in accordance with the laws of the State of Texas.
16. CONTRACT CONSTRUCTION. The parties acknowledge that each party and, if it so
chooses, its counsel have reviewed and revised this Agreement and that the normal rule
of construction to the effect that any ambiguities are to be resolved against the drafting
party must not be employed in the interpretation of this Agreement or any amendments or
Attachments hereto.
17. NO THIRD -PARTY BENEFICIARIES. This Agreement shall inure only to the benefit
of the parties hereto and third persons not privy hereto shall not, in any form or manner,
be considered a third party beneficiary of this Agreement. Each party hereto shall be
solely responsible for the fulfillment of its own contracts or commitments.
18. SEVERABILITY. The provisions of this Agreement are severable, and if any word,
phrase, clause, sentence, paragraph, section or other part of this 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
this Agreement and the application of such word, phrase, clause, sentence, paragraph,
section, or other part of this Agreement to other persons or circumstances shall not be
affected thereby and this Agreement shall be construed as if such invalid or
unconstitutional portion had never been contained therein.
19. PARAGRAPH HEADINGS. The paragraph headings contained herein are for the
convenience in reference and are not intended to define or limit the scope of any
provision of this Agreement.
20. ASSIGNMENT. Neither party hereto shall assign, sublet or transfer its interest herein
without prior written consent of the other party, and any attempted assignment, sublease
or transfer of all or any part hereof without such prior written consent shall be void.
21. NOTICES -Notices to be provided hereunder shall be sent to:
If to City:
Director,
Parks and Community Services Dept
City of Fort Worth
4200 South Freeway, Suite 2200
Fort Worth, Texas 761154499
If to Consultant:
Kris Brown
la terra studio, inc.
2109 Commerce
Dallas, Texas 75201
[Signature Page Follows]
EXECUTED in multiple originals on this, the AC hday of , 2010.
la sera studio, inc .
NaQ�kris m. brown
Title president
City of Fort Worth:
•les W. Daniels
stant City Manager
Recommended:
rd Zavala, Director
and Community Services Dept.
Approved as to Form and Legality:
City Attorney
ATTEST:
City Secretary
Authorization: NO &y�g� �
OFFICIAL RECORD
CITY SECRETARY
F1:WORTH, TX
Attachment A
SCOPE OF SERVICES
Sycamore Park Master Plan
Section 1 Basic Services
la terra studio's Scope of Services is divided into separate phases listed below:
�A� Information Gathering /Inventory &Research
~B~ Analysis
~C~ Programming Concept {1st Public Meeting}
~D~ Input & Concept Refinement
~E~ Final Concept Presentation {2"d Public Meeting}
~F~ Cost Estimating
A.
C.
Information Gathering /Coordination ��,i�fh
A.1 Information Gathering
la terra studio will obtain GIS
topography, infrastructure line
verified. Since this info. will be
associated with this effort.
raster
&vector digital data from the city depicting existing
s & building footprints. Existing site elements will be field -
city -supplied, the city will only be billed for any hard -cost
A.2 Data Conversion
la terra studio will convert the collected data into usable base information for use during
the following phases.
A.3 Inventory &Research
An inventory of existing site conditions will be made in conjunction with additional features
not apparent on city provided base info. Research of current facility use and user
interaction will be done to assist the consultant in Master Planning efforts. The consultant
will meet with city staff to review park inventory, and address questions & concerns
pertaining to maintenance, current community patterns and/or programming elements.
Analysis �1,ti.
3
.1 Analysis
la terra studio will examine the gathered information and identify opportunities &
constraints. Questions, concerns & programming modifications will be addressed during
this phase. On occasion, additional / more detailed site information is required, and could
require additional services. (see additional services)
Programming Concept {1St Public Meeting} ~$3,500~
C.1 Conceptual Master Plan (work -session)
During this phase, la terra studio will prepare -for &organize awork-session with PACS to
discuss & create a Master Planning concept. This concept will be refined & subsequently
Professional Services Agreement
Sycamore Park Master Plan -2010� City of Fort Worth Attachment A
used as an illustrative tool during the 1s' public meeting (below).
This concept will incorporate the following core programming elements:
Core Programming Elements
la terra studio
Roadways / Drives Trails / Pedestrian Connections ~Shelters ~Parking ~Seating Playground/s
Tennis Court Adaptive Re -use / Retrofit
C.2 Conceptual Master Plan (sketch & graphic refinement)
la terra studio will refine the sketches done during the work -session (above) into a
presentation -quality graphic. A full -color conceptual master plan (at an appropriate scale)
will be provided during this phase.
C.3 Presentation &Input
la terra studio will conduct an open -forum style public meeting to allow the general public
to become aware & familiar with the project, answer general questions, and gain
subjective input relating to the current use / non-use and desired programming relating to
the Sycamore Park Master Plan. In addition to concept presentation, la terra studio will
prepare and bring supplemental materials to illustrate the master planning process, and
potential programming elements.
D. Input &Concept Refinement �4,00�
D.1 Input Reconciliation &Concept Refinement
la terra studio will reconcile & analyze any / all public input comments / concerns.
Findings will be presented & discussed -with the city to ultimately refine the prior concept.
Concept refinements will be shared -with & discussed with the PACS prior to final
presentation. A full -color master plan graphic will be provided.
E. Final Concept Presentation {2nd Public Meeting}
E.1 Final Presentation
la terra studio will conduct aopen-forum style public meeting to allow the general public
the opportunity to view the final master plan concept. General questions will be addressed
at this time. The final deliverable graphic will be at a scale no greater than 1 inch = 60 feet
approximately 40 inches by 36 inches. An electronic hi-res PDF will be delivered during
this phase as well. la terra studio will also host (at no additional charge) an electronic
downloadable version of the Sycamore Park Master Plan.
F. Cost Estimating ~2,000~
F.1 Estimate Of Probable Costs
la terra studio will develop a preliminary probable opinion of cost for PACS to use
internally to prioritize future development. la terra studio will utilize in-house bid tabs as-
welkas current pricing provided by Fort Worth PACS & purchasing department. As
approved, and when appropriate, la terra studio will utilize ongoing relationships with
active vendors & contractors to solidify and/or prove elements contained within the master
planning scope.
Professional Services Agreement
Sycamore Park Master Plan �2010� City of Fort Worth
Section II Limitations la terra studio
F.1 Professional Services Limitations
Limitations to professional services not included in basic and/or additional services
include. but are not limited to the followina:
boundary &topographical survey perspective illustrations utility mapping �FEMA
map revisions/verification ~environmental assessments ~ROW dedication ~SWPPP
maintenance or inspection ~traffic studies ~wetlands determination & 404 permitting
In addition, limitations listed (above) can be performed as additional services as defined by
Section III (b) (below)
Section III Additional Services
A. A.1 HourlLr Rates
The Landscape Architect will provide Additional Services on an hourly basis with a
mutually agreed "not to exceed" total or a mutually agreed upon flat fee in writing. Hourly
rates for Additional Services are as follows:
Principal ~ Registered Landscape Architect $115.00/hour
Landscape Architect In -training $ 70.00/hour
CAD / GIS Tech. $ 55.00/hour
Administrative $ 40.00/hour
A.2. Services
Additional services equal any service not listed as a Basic Service
Section IV Estimated Schedules &Project Budget
�A� Information Gathering /Inventory &Research 2 weeks
�B� Analysis 2 weeks
�C~ Programming Concept {1st Public Meeting} 3 weeks
�D~ Input & Concept Refinement 6 weeks
�E~ Final Concept Presentation {2"d Public Meeting} 3 weeks
�F~ Cost Estimating ongoing
**Note: The above schedule is for the design team's work effort only and does not include time required for internal
review and approval by the City of Fort Worth.
Landscape Architect shall render its services as expeditiously as is consistent with professional
skill and care. During the course of the Project, anticipated and unanticipated events may impact
any Project schedule.
As of the date of this agreement, client's project construction budgets are approximately:
Client agrees to promptly notify Landscape Architect if Client's schedule or budget changes.
Client acknowledges that significant changes to the Project or construction schedule or budget or
to the Project's scope may require Additional Services of Landscape Architect.
Professional Services Agreement
Sycamore Park Master Plan �2010� City of Fort Worth
EXHIBIT B
PAYMENT SCHEDULE
Client agrees to pay Landscape Architect as follows:
la terra studio
Basic Services
Information Gathering (ref. section I -A)
Phase Total $ 31500
Analysis (ref, section I-B)
Phase Total $ 11500
Programming Concept {1st Public Meeting} (ref. section I-C)
Phase Total $ 31500
Input &Concept Refinement (ref. section I-D)
Phase Total $ 41500
Final Concept Presentation {2nd Public Meeting} (ref. section I-E)
Phase Total $ 21000
Cost Estimating (ref. section I-F)
Phase Total $ 21000
Sub Total BASIC SERVICES $17,000
Incidental Expenses & Project Allowance (prints mileage postage courier etc )
Sub Total $ 31000
TOTAL BASIC SERVICES
$ 20,000
Invoices will be submitted monthly based on a percentage of completion
STATEMENT OF JURISDICTION
The Texas Board of Architectural Examiners (TBAE) has jurisdiction over complaints regarding the professional
practices of persons registered as landscape architects in Texas.
a, TBAE
_ TEXAS Board of P.O. Box 12337
Architectural Examiners Austin, TX 78711-2337 Ila"eoO (512) 305 — 9000
Architects ° Interior Designers • Landscape Architects
http://www,tbae.state,tx.us/
Professional Services Agreement
Sycamore Park Master Plan �2010� City of Fort Worth
Attachment B