HomeMy WebLinkAboutContract 43483 (2)STANDARD AG
CITY OF FORT WORTH, TEXAS
Ir -€EMENT FOR ENGINEE
Ci gtirallethia
COA li 9 \ 7-'5113 U\\ o
ING RELATED DESIGN SERVICES
This AGREEMENT is between the City of Fort Worth, a Texas home -rule
municipality (the "CITY"), and Evolving Texas, LP, a Texas Limited Partnership,
authorized to do business in Texas (the "ENGINEER"), for a PROJECT generally
described as: Provide civil engineering design services for site improvements at the 3000
West Bolt Street, Police Department Communications Facility in Fort Worth, Texas.
Article I
Scope of Services
A. Scope of Services is set forth in Attachment A.
Article II
Compensation
A. ENGINEER'S compensation (Not to Exceed $3,380.00 plus up to $500.00
in reimbursable expenses) is set forth in Attachment A.
Article III
Terms of Payment
OFFk ui» C•O`s
(TN OEMEMECN
Payments to the ENGINEER will be made as follows: ` ru'&
A. Invoice and Payment
(1) The Engineer shall provide the City sufficient documentation,
including but not limited to meeting the requirements set forth in Attachment
A to this AGREEMENT, to reasonably substantiate the invoices.
(2) The ENGINEER will issue monthly invoices for all work performed
under this AGREEMENT. Invoices are due and payable within 30 days of
receipt.
(3) Upon completion of services enumerated in Article I, the final
payment of any balance will be due within 30 days of receipt of the final
invoice.
(4) 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. The CITY will exercise reasonableness in contesting any bill or
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portion thereof. No interest will accrue on any contested portion of the
billing until mutually resolved.
(5) If the CITY fails to make payment in full to ENGINEER for billings
contested in good faith within 60 days of the amount due, the ENGINEER
may, after giving 7 days written notice to CITY, suspend services under this
AGREEMENT until paid in full. In the event of suspension of services, the
ENGINEER shall have no liability to CITY for delays or damages caused
the CITY because of such suspension of services.
Article IV
Obligations of the Engineer
Amendments to Article IV, if any, are included in Attachment B
A. General
The ENGINEER will serve as the CITY'S professional engineering
representative under this Agreement, providing professional engineering
consultation and advice and furnishing customary services incidental
thereto.
B Standard of Care
The standard of care applicable to the ENGINEER'S services will be the
degree of skill and diligence normally employed in the State of Texas by
professional engineers or consultants performing the same or similar
services at the time such services are performed.
C. Subsurface Investigations
(1) The ENGINEER shall advise the CITY with regard to the necessity for
subcontract work such as special surveys, tests, test borings, or other
subsurface investigations in connection with design and engineering
work to be performed hereunder. The ENGINEER shall also advise
the CITY concerning the results of same. Such surveys, tests, and
investigations shall be furnished by the CITY, unless otherwise
specified in Attachment A.
(2) In soils, foundation groundwater, and other subsurface
investigations, the actual characteristics may vary significantly
between successive test points and sample intervals and at locations
other than where observations, exploration, and investigations have
been made. Because of the inherent uncertainties in subsurface
evaluations, changed or unanticipated underground conditions may
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occur that could affect the total PROJECT cost and/or execution.
These conditions and cost/execution effects are not the responsibility
of the ENGINEER
D. Preparation of Engineering Drawings
The ENGINEER will provide to the CITY the original drawings of all plans in
ink on reproducible Mylar sheets and electronic files in pdf format, or as
otherwise approved by CITY, which shall become the property of the CITY.
CITY may use such drawings in any manner it desires; provided, however,
that the ENGINEER shall not be liable for the use of such drawings for any
project other than the PROJECT described herein.
E. Engineer's Personnel at Construction Site THIS PARAGRAPH IS
NOT APPLICABLE FOR THIS PROJECT.
(1) The presence or duties of the ENGINEER'S personnel at a
construction site, whether as on -site representatives or otherwise, do not
make the ENGINEER or its personnel in any way responsible for those
duties that belong to the CITY and/or the CITY S construction contractors or
other entities, and do not relieve the construction contractors or any other
entity of their obligations, duties, and responsibilities, including, but not
limited to, all construction methods, means, techniques, sequences, and
procedures necessary for coordinating and completing all portions of the
construction work in accordance with the Contract Documents and any
health or safety precautions required by such construction work. The
ENGINEER and its personnel have no authority to exercise any control over
any construction contractor or other entity or their employees in connection
with their work or any health or safety precautions.
(2) Except to the extent of specific site visits expressly detailed and set
forth in Attachment A, the ENGINEER or its personnel shall have no
obligation or responsibility to visit the construction site to become familiar
with the progress or quality of the completed work on the PROJECT or to
determine, in general if the work on the PROJECT is being performed in a
manner indicating that the PROJECT, when completed will be in
accordance with the Contract Documents, nor shall anything in the Contract
Documents or the agreement between CITY and ENGINEER be construed
as requiring ENGINEER to make exhaustive or continuous on -site
inspections to discover latent defects in the work or otherwise check the
quality or quantity of the work on the PROJECT. If the ENGINEER makes
on -site observation(s) of a deviation from the Contract Documents, the
ENGINEER shall inform the CITY.
(3) When professional certification of performance or characteristics of
materials, systems or equipment is reasonably required to perform the
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services set forth in the Scope of Services, the ENGINEER shall be entitled
to rely upon such certification to establish materials, systems or equipment
and performance criteria to be required in the Contract Documents.
F. Opinions of Probable Cost, Financial Considerations, and
Schedules THIS PARAGRAPH IS NOT APPLICABLE FOR THIS
PROJECT.
(1) The ENGINEER shall provide opinions of probable costs based on the
current available information at the time of preparation, in accordance
with Attachment A.
(2) In providing opinions of cost, financial analyses, economic feasibility
projections, and schedules for the PROJECT, the ENGINEER has no
control over cost or price of labor and materials; unknown or latent
conditions of existing equipment or structures that may affect
operation or maintenance costs; competitive bidding procedures and
market conditions; time or quality of performance by third parties;
quality, type, management, or direction of operating personnel, and
other economic and operational factors that may materially affect the
ultimate PROJECT cost or schedule. Therefore, the ENGINEER
makes no warranty that the CITY'S actual PROJECT costs, financial
aspects, economic feasibility, or schedules will not vary from the
ENGINEER'S opinions, analyses, projections, or estimates.
G. Construction Progress Payments .THIS PARAGRAPH IS NOT
APPLICABLE FOR THIS PROJECT.
Recommendations by the ENGINEER to the CITY for periodic construction
progress payments to the construction contractor will be based on the
ENGINEER'S knowledge, information, and belief from selective sampling
and observation that the work has progressed to the point indicated Such
recommendations do not represent that continuous or detailed
examinations have been made by the ENGINEER to ascertain that the
construction contractor has completed the work in exact accordance with
the Contract Documents, that the final work will be acceptable in all
respects that the ENGINEER has made an examination to ascertain how
or for what purpose the construction contractor has used the moneys paid;
that title to any of the work materials, or equipment has passed to the CITY
free and clear of liens, claims, security interests, or encumbrances; or that
there are not other matters at issue between the CITY and the construction
contractor that affect the amount that should be paid.
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H. Record Drawings THIS PARAGRAPH IS NOT APPLICABLE FOR
THIS PROJECT.
Record drawings, if required, will be prepared, in part, on the basis of
information compiled and furnished by others, and may not always
represent the exact location, type of various components, or exact manner
in which the PROJECT was finally constructed. The ENGINEER is not
responsible for any errors or omissions in the information from others that is
incorporated into the record drawings.
I. Minority and Woman business Enterprise (M/WBE) Participation
This paragraph is not applicable for this project.
J. Right to Audit
(1) ENGINEER agrees that the CITY shall, until the expiration of five (5)
years after final payment under this contract, have access to and the right to
examine and photocopy any directly pertinent books, documents, papers
and records of the ENGINEER involving transactions relating to this
contract. ENGINEER agrees that the CITY shall have access during
normal working hours to all necessary ENGINEER facilities and shall be
provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. The CITY shall give
ENGINEER reasonable advance notice of intended audits.
(2) ENGINEER further agrees to include in all its subcontractor
agreements hereunder a provision to the effect that the subcontractor
agrees that the CITY shall, until the expiration of five (5) years after final
payment under the subcontract, have access to and the right to examine
and photocopy any directly pertinent books, documents, papers and
records of such subcontractor involving transactions to the subcontract,
and further, that the 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 together with subsection (3) hereof. CITY shall give
subcontractor reasonable advance notice of intended audits.
(3) ENGINEER and subcontractor agree to photocopy such documents
as may be requested by the CITY. The CITY agrees to reimburse
ENGINEER for the cost of copies at the rate published in the Texas
Administrative Code in effect as of the time copying is performed.
K. Insurance
ENGINEER'S INSURANCE
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a. Commercial General Liability — the ENGINEER shall maintain
commercial general liability (CGL) and, if necessary, commercial umbrella
insurance with a limit of not less than $1,000,000.00 per each occurrence
with a $2,000,000.00 aggregate. If such Commercial General Liability
insurance contains a general aggregate limit, it shall apply separately to this
PROJECT or location.
i. The CITY shall be included as an insured 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 the
CITY. The Commercial General Liability insurance policy shall
have no exclusions by endorsements that would alter or nullify:
premises/operations, products/completed operations, contractual,
personal injury, or advertizing injury, which are normally
contained within the policy, unless the CITY approves such
exclusions in writing.
ii ENGINEER waives all rights against the 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 this agreement.
b Business Auto - the ENGINEER shall maintain business auto liability
and, if necessary, commercial umbrella liability insurance with a limit of
not less than $1 000,000 each accident. 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 the PROJECT. If the
engineer owns no vehicles, coverage for hired or non -owned is
acceptable.
i ENGINEER waives all rights against the 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
ENGINEER pursuant to this agreement or under any applicable
auto physical damage coverage.
c. Workers' Compensation — This section is waived.
d. Professional Liability — the ENGINEER shall maintain professional
liability, a claims -made policy, with a minimum of $1,000,000.00 per
claim and aggregate The policy shall contain a retroactive date prior to
the date of the contract or the first date of services to be performed,
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whichever is earlier. Coverage shall be maintained for a period of 5
years following the completion of the contract. An annual certificate of
insurance specifically referencing this project shall be submitted to the
CITY for each year following completion of the contract.
(2) GENERAL INSURANCE REQUIREMENTS
a. Certificates of insurance evidencing that the ENGINEER has obtained
all required insurance shall be delivered to the CITY prior to ENGINEER
proceeding with the PROJECT.
b. 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.
c. Certificate(s) of insurance shall document that insurance coverage
specified in this agreement are provided under applicable policies
documented thereon
d. Any failure on part of the CITY to request required insurance
documentation shall not constitute a waiver of the insurance
requirements.
e. 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 ENGINEER'S insurance policies. Notice shall
be sent to the respective Department Director (by name), City of Fort
Worth, 1000 Throckmorton, Fort Worth, Texas 76102.
f. Insurers for all policies must be authorized to do business in the State of
Texas and have a minimum rating of A:V or greater, in the current A.M.
Best Key Rating Guide or have reasonably equivalent financial strength
and solvency to the satisfaction of Risk Management.
g.
Any deductible or self insured retention in excess of $25,000.00 that
would change or alter the requirements herein is subject to approval by
the CITY in writing, if coverage is not provided on a first -dollar basis. The
CITY, at it sole discretion, may consent to alternative coverage
maintained through insurance pools or risk retention groups Dedicated
financial resources or letters of credit may also be acceptable to the
CITY.
h. Applicable policies shall each be endorsed with a waiver of subrogation
in favor of the CITY as respects the PROJECT.
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i. The CITY shall be entitled, upon its request and without incurring
expense, to review the ENGINEER'S insurance policies including
endorsements thereto and, at the CITY'S discretion; the ENGINEER
may be required to provide proof of insurance premium payments.
j. Lines of coverage, other than Professional Liability, underwritten on a
claims -made basis, shall contain a retroactive date coincident with or
prior to the date of the contractual 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.
The CITY shall not be responsible for the direct payment of any
insurance premiums required by this agreement.
m. Subcontractors to/of the ENGINEER shall be required by the
ENGINEER to maintain the same or reasonably equivalent insurance
coverage as required for the ENGINEER When sub subcontractors
maintain insurance coverage, ENGINEER shall provide CITY with
documentation thereof on a certificate of insurance.
L. Independent Engineer
The ENGINEER agrees to perform all services as an independent
ENGINEER and not as a subcontractor, agent, or employee of the CITY.
M. Disclosure
The ENGINEER acknowledges to the CITY that it has made full
disclosure in writing of any existing conflicts of interest or potential
conflicts of interest, including personal financial interest, direct or indirect,
in property abutting the proposed PROJECT and business relationships
with abutting property cities. The ENGINEER further acknowledges that it
will make disclosure in writing of any conflicts of interest that develop
subsequent to the signing of this contract and prior to final payment under
the contract.
N. Asbestos or Hazardous Substances
(1) If asbestos or hazardous substances in any form are encountered or
suspected, the ENGINEER will stop its own work in the affected portions
of the PROJECT to permit testing and evaluation.
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(2) If asbestos or other hazardous substances are suspected, the CITY
may request the ENGINEER to assist in obtaining the services of a
qualified subcontractor to manage the remediation activities of the
PROJECT.
O. Permitting Authorities - Design Changes
If permitting authorities require design changes so as to comply with
published design criteria and/or current engineering practice standards
which the ENGINEER should have been aware of at the time this
Agreement was executed, the ENGINEER shall revise plans and
specifications, as required, at its own cost and expense. However, if design
changes are required due to the changes in the permitting authorities'
published design criteria and/or practice standards criteria which are
published after the date of this Agreement which the ENGINEER could not
have been reasonably aware of, the ENGINEER shall notify the CITY of
such changes and an adjustment in compensation will be made through an
amendment to this AGREEMENT.
P. Schedule
ENGINEER shall manage the PROJECT in accordance with the schedule
developed per Attachment A to this AGREEMENT.
Article V
Obligations of the City
Amendments to Article V, if any, are included in Attachment B
A. City -Furnished Data
ENGINEER may rely upon the accuracy, timeliness, and completeness of
the information provided by the CITY.
B Access to Facilities and Property
The CITY will make its facilities accessible to the ENGINEER as required
for the ENGINEER'S performance of its services. The CITY will perform, at
no cost to the ENGINEER, such tests of equipment, machinery pipelines,
and other components of the CITY'S facilities as may be required in
connection with the ENGINEER'S services. The CITY will be responsible for
all acts of the CITY'S personnel.
C. Advertisements, Permits, and Access
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Unless otherwise agreed to in the Scope of Services, the CITY will obtain,
arrange and pay for all advertisements for bids; permits and licenses
required by local, state, or federal authorities; and land, easements, rights -
of -way, and access necessary for the ENGINEER'S services or PROJECT
construction.
D Timely Review
The CITY will examine the ENGINEER'S studies, reports, sketches,
drawings, specifications, proposals, and other documents; obtain advice of
an attorney, insurance counselor, accountant, auditor, bond and financial
advisors and other consultants as the CITY deems appropriate; and render
in writing decisions required by the CITY in a timely manner in accordance
with the project schedule prepared in accordance with Attachment A.
E. Prompt Notice
The CITY will give prompt written notice to the ENGINEER whenever CITY
observes or becomes aware of any development that affects the scope or
timing of the ENGINEER'S services or of any defect in the work of the
ENGINEER or construction contractors.
Asbestos or Hazardous Substances Release.
(1) CITY acknowledges ENGINEER will perform part of the work at
CITY'S facilities that may contain hazardous materials, including asbestos
containing materials, or conditions, and that ENGINEER had no prior role
in the generation, treatment, storage, or disposition of such materials. In
consideration of the associated risks that may give rise to claims by third
parties or employees of City, City hereby releases ENGINEER from any
damage or liability related to the presence of such materials.
(2) The release required above shall not apply in the event the
discharge, release or escape of hazardous substances, contaminants or
asbestos is a result of ENGINEER'S negligence or if ENGINEER brings
such hazardous substance, contaminant or asbestos onto the project.
Contractor Indemnification and Claims
The CITY agrees to include in all construction contracts the provisions of
Article IV E regarding the ENGINEER S Personnel at Construction Site,
and provisions providing contractor indemnification of the CITY and the
ENGINEER for contractor's negligence.
H. Contractor Claims and Third -Party Beneficiaries
(1) The CITY agrees to include the following clause in all contracts with
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construction contractors and equipment or materials suppliers:
"Contractors, subcontractors and equipment and materials
suppliers on the PROJECT, or their sureties, shall maintain
no direct action against the ENGINEER, its officers,
employees, and subcontractors, for any claim arising out
of, in connection with, or resulting from the engineering
services performed. Only the CITY will be the beneficiary
of any undertaking by the ENGINEER "
(2) This AGREEMENT gives no rights or benefits to anyone other than
the CITY and the ENGINEER and there are no third -party beneficiaries.
(3) The CITY will include in each agreement it enters into with any other
entity or person regarding the PROJECT a provision that such entity or
person shall have no third -party beneficiary rights under this Agreement.
(4) Nothing contained in this section V.H. shall be construed as a waiver
of any right the CITY has to bring a claim against ENGINEER
I. City's Insurance
(1) The CITY may maintain property insurance on certain pre-existing
structures associated with the PROJECT.
(2) The CITY will ensure that Builders Risk/Installation insurance is
maintained at the replacement cost value of the PROJECT. The CITY may
provide ENGINEER a copy of the policy or documentation of such on a
certificate of insurance.
(3) The CITY will specify that the Builders Risk/Installation insurance
shall be comprehensive in coverage appropriate to the PROJECT risks.
J. Litigation Assistance
The Scope of Services does not include costs of the ENGINEER for
required or requested assistance to support, prepare, document, bring,
defend, or assist in litigation undertaken or defended by the CITY. In the
event CITY requests such services of the ENGINEER, this AGREEMENT
shall be amended or a separate agreement will be negotiated between the
parties.
K. Changes
The CITY may make or approve changes within the general Scope of
Services in this AGREEMENT. If such changes affect the ENGINEER'S
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cost of or time required for performance of the services, an equitable
adjustment will be made through an amendment to this AGREEMENT with
appropriate CITY approval.
Article VI
General Legal Provisions
Amendments to Article VI, if any, are included in Attachment B
A. Authorization to Proceed
ENGINEER shall be authorized to proceed with this AGREEMENT upon
receipt of a written Notice to Proceed from the CITY.
B Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products
of the ENGINEER whether in hard copy or in electronic form, are
instruments of service for this PROJECT whether the PROJECT is
completed or not. Reuse, change, or alteration by the CITY or by others
acting through or on behalf of the CITY of any such instruments of service
without the written permission of the ENGINEER will be at the CITY's sole
risk. The CITY shall own the final designs, drawings, specifications and
documents.
C. Force Majeure
The ENGINEER is not responsible for damages or delay in performance
caused by acts of God, strikes, lockouts, accidents, or other events beyond
the control of the ENGINEER that prevent ENGINEER's performance of its
obligations hereunder.
D Termination
(1) This AGREEMENT may be terminated only by the City for
convenience on 30 days' written notice. This AGREEMENT may be
terminated by either the CITY or the ENGINEER for cause if either party
fails substantially to perform through no fault of the other and does not
commence correction of such nonperformance with in 5 days of written
notice and diligently complete the correction thereafter.
(2) If this AGREEMENT is terminated for the convenience of the City,
the ENGINEER will be paid for termination expenses as follows:
a.) Cost of reproduction of partial or complete studies, plans,
specifications or other forms of ENGINEER'S work product;
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b.) Out-of-pocket expenses for purchasing electronic data files
and other data storage supplies or services;
c.) The time requirements for the ENGINEER'S personnel to
document the work underway at the time of the CITY'S termination
for convenience so that the work effort is suitable for long time
storage.
(3) Prior to proceeding with termination services, the ENGINEER will
submit to the CITY an itemized statement of all termination expenses. The
CITY'S approval will be obtained in writing prior to proceeding with
termination services.
Suspension, Delay, or Interruption to Work
The CITY may suspend delay, or interrupt the services of the ENGINEER
for the convenience of the CITY. In the event of such suspension, delay, or
interruption, an equitable adjustment in the PROJECT'S schedule,
commitment and cost of the ENGINEER'S personnel and subcontractors,
and ENGINEER'S compensation will be made.
F. Indemnification
In accordance with Texas Local Government Code Section 271.904, the
ENGINEER shall indemnify, hold harmless and defend the CITY against
liability for any damage caused by or resulting from an act of negligence,
intentional tort, intellectual property infringement, or failure to pay a
subcontractor or supplier committed by the ENGINEER or ENGINEER'S
agent, consultant under contract, or another entity over which the
ENGINEER exercises control.
G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the
prior written consent of the other party.
H. Interpretation
Limitations on liability and indemnities in this AGREEMENT are business
u nderstandings between the parties and shall apply to all the different
theories of recovery, including breach of contract or warranty, tort including
n egligence, strict or statutory liability, or any other cause of action, except
for willful misconduct or gross negligence for limitations of liability and sole
n egligence for indemnification. Parties mean the CITY and the ENGINEER,
and their officers, employees, agents, and subcontractors.
I. Jurisdiction
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The law of the State of Texas shall govern the validity of this AGREEMENT,
its interpretation and performance, and any other claims related to it. The
venue for any litigation related to this AGREEMENT shall be Tarrant
County, Texas.
J. Severability and Survival
If any of the provisions contained in this AGREEMENT are held for any
reason to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability will not affect any other provision, and this
AGREEMENT shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein. Articles V.F., VI B , VI.D., VI.F.,
VI.H., and VI.I. shall survive termination of this AGREEMENT for any cause.
K. Observe and Comply
ENGINEER shall at all times observe and comply with all federal and State
laws and regulations and with all City ordinances and regulations which in
any way affect this AGREEMENT and the work hereunder, and shall
observe and comply with all orders, laws ordinances and regulations which
may exist or may be enacted later by governing bodies having jurisdiction or
authority for such enactment. No plea of misunderstanding or ignorance
thereof shall be considered ENGINEER agrees to defend, indemnify and
hold harmless CITY and all of its officers, agents and employees from and
against all claims or liability arising out of the violation of any such order,
law, ordinance, or regulation, whether it be by itself or its employees.
Article VII
Attachments, Schedules, and Signatures
This AGREEMENT, including its attachments and schedules, constitutes the entire
AGREEMENT, supersedes all prior written or oral understandings, and may only be
changed by a written amendment executed by both parties. The following attachments
and schedules are hereby made a part of this AGREEMENT:
Attachment A - Scope of Services, Compensation, and Schedule
Attachment B - Amendments to Standard Agreement for Engineering Services
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Executed and effective this the day of aitAXUai , 2012,
J
ATTEST:
x a.n. CITY OF FORT WORTH:
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APPROVED AS TO FORM AND LE eic•tcY APPROVAL RECOMMENDED:
By:
Mary:J. day
City Secreta
By:
Do . glas . Black
Assistant City Attorney
M&C No.: M&C Is Not Required
M&C Dates
rnando Costa
ISsistant City Manager
LJ
By. c7,"
Cc.B Douglas . Wiersig, PE
Director, Transportation & Put9lic
Works Department
ENGINEER:
(4)By:
Frank D. Cano
Managing Member
RECORD\
fltClikto 71 MitY
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ATTACHMENT A - SCOPE OF SERVICES, COMPENSATION, SCHEDULE
Refer to the attached Evolving Texas, LP letter dated August 1, 2012, subject.
Reconstruct Driveway for Dumpster Pad, Fort Worth Police Department, 3000 W Bolt
Street, Fort Worth, Texas. If any conflict arises between the Attachments/Exhibits and the
Agreement, the terms of the Agreement shall control.
ATTACHMENT B - AMENDMENTS TO AGREEMENT
NONE
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civil engineering + planning
August 1, 2012
Alfonso Meza
Facilities Management Group/Architectural Services
City of Fort Worth
401 W. 13th Street
Fort Worth, TX 76102-8488
Via Email: alfonso.meza(ZOfortworthgov.org
RE: Reconstruct Driveway for Dumpster Pad
Fort Worth Police Department (S. Division 8)
3000 W. Bolt Street
Fort Worth, Texas
Alfonso,
Evolving Texas, LP (or the "Consultant") is pleased to present City of Fort Worth (or the "Client") with this letter
agreement for professional services for the above referenced project. Upon receipt of the following
information, we will perform the services outlined herein:
A. An executed copy of this agreement;
B. Geotechnical Report with pavement recommendations (if available);
C. Other applicable Reports or Studies prepared for the Subject Site (if available);
D. Any agreements that may affect our ability to successfully complete the Scope of Services.
Project Understanding
The Client intends to construct approximately 3,236 SF of concrete pavement to connect two existing parking
lots @ South Division, 3128 W. Bolt Street and Communications Division, 3000 W Bolt Street at the rear of these
two Fort Worth Police Department Buildings. The Client has requested a fee agreement to provide civil
engineering services.
Scope of Services
Based on information provided by the Client, and our experience with similar projects, we have developed the
following scope of services.
817.529.2700 Office Minority and Veteran Owned 420 Throckmorton, Suite 930
817.529.2709 Fax 1 Fort Worth, Texas 76102
evolving
civil engineering + planning
Task 1 Site Investigation/Design Phase $1,250
The Consultant performed a site visit to observe existing site features. Note that only those site features visible
during the site visit will be documented. In addition, the Consultant will obtain currently published development
standards, ordinances, and design criteria.
The Consultant will endeavor to identify issues that could impact site development through the services
provided under this task. However changes to development standards and/or design criteria can occur after
design efforts have begun, which are beyond the control of the Consultant. All information provided by the
Client, Client Sub -Consultant, City, State or other agency for the subject site will be considered accurate and
relied upon for the development of construction documents.
Task 2 Topographic Survey (Crossway Surveying, Inc. 6421 Camp Bowie Blvd., STE. 418, Ft. Worth, Tx) $880
The Consultant will contract with a local surveyor to perform a topographic survey for the purpose of design.
Evolving has included this fee in the lump sum below as a pass -through, adding 10% for coordination with the
surveyor on these tasks.
Task 3 Civil Construction Documents $1,250
The Consultant will prepare final construction documents in accordance with currently published City design
standards. Construction documents are anticipated to include:
•
•
Dimensional Control Site Plan (based on Client's Conceptual Site Plan. Engineer will validate design)
Grading & Drainage Plan
Sitework Details
Fee and Billing
We propose to perform Tasks 1-3 for a lump sum fee of $3,380, including the subconsultants for Task 2. All
minor expenses are included (in-house plotting, copies, mileage, telephone), while larger expenses (City fees,
Couriers, Shipping, Large -Format Copying, etc.) will be billed in addition to professional service fees. These
expenses will be billed based on actual cost, without markup. We will issue invoices monthly based on the
progress made during the month. The expenses will be not to exceed amount of $500.
817.529.2700 Office Minority and Veteran Owned 420 Throckmorton, Suite 930
817.529.2709 Fax 2 Fort Worth, Texas 76102
evolvin r
civil engineering + planning
Closure
In addition to the matters set forth herein, our Agreement shall include and be subject to, and only to, the terms
and conditions in the attached Standard Provisions, which are incorporated by reference. As used in the
Standard Provisions, the term "the Consultant" shall refer to Evolving Texas, LP, and the term "the Client" shall
refer to City of Fort Worth.
If you concur in all the foregoing and wish to direct us to proceed with the services, please have authorized
persons execute a copy of this Agreement in the spaces provided below, and return it to us. Fees and times
stated in this Agreement are valid for sixty (60) days after the date of this letter.
We appreciate the opportunity to provide these services to you. Please contact me if you have any questions.
Respectfully Submitted,
EVOLVING TEXAS, LP
a Texas limited Partnership
By: GP Evolving Texas, LLC,
A Texas limited Liability Company,
Its general partner
gl•l2
By:
Frank D�Cano
Managing Member
ACCEPTED:
City of Fort Worth
By:
Name:
Title:
By:
244,, e9 /2
Cesar O. arron
Vice President
Agreed to on this day of , 2012
817.529.2700 Office Minority and Veteran Owned 420 Throckmorton, Suite 930
817.529.2709 Fax 3 Fort Worth, Texas 76102
STANDARD TERMS AND CONDITIONS
Effective June 2011
1. AUTHORIZATION TO PROCEED
Signing this authorization letter shall be construed as authorization by
the CLIENT for Evolving Texas (or the "Consultant') to proceed with the
work, unless otherwise directed by the Client. In addition to other
responsibilities described herein or imposed by law, the Client shall:
a. Designate in writing a person to act as its representative with
respect to this Agreement, such person having complete
authority to transmit instructions, receive information, and make
or interpret the Client's decisions.
b. Provide all information and criteria as to the Clients
requirements, objectives, and expectations for the project
including all numerical criteria that are to be met and all
standards of development, design, or construction.
c. Provide to the Consultant all previous studies, plans, or other
documents pertaining to the project and all new data reasonably
necessary in the Consultants opinion, such as site survey and
engineering data, environmental impact assessments or
statements, zoning or other land use regulations, etc., upon all of
which the Consultant may rely.
d. Arrange for access to the site and other private or public
property as required for the Consultant to provide its services.
e. Review all documents or oral reports presented by the
Consultant and render in writing decisions pertaining thereto
within a reasonable time so as not to delay the services of the
Consultant.
f. Furnish approvals and permits from governmental authorities
having jurisdiction over the project and approvals and consents
from other parties as may be necessary for completion of the
Consultants services.
Cause to be provided such independent accounting, legal,
insurance, cost estimating and overall feasibility services as the
Client may require or the Consultant may reasonably request in
furtherance of the project development
h. Give prompt written notice to the Consultant whenever the
Client becomes aware of any development that affects the scope
and timing of the Consultants services or any defect or
noncompliance in any aspect of the project.
i. Bear all costs incident to the responsibilities of the Client.
2. METHOD OF PAYMENT
Compensation shall be paid to the Consultant in accordance with the
following provisions:
a. Invoices will be submitted by the Consultant to the Client
periodically, either upon milestone completion or a monthly basis
for services performed and direct expenses incurred. Payment of
each invoice will be due upon receipt. The Client shall also pay to
the Consultant all transaction taxes, if any, whether state, local, or
federal, levied with respect to amounts paid hereunder, including
but not limited to sales tax. The Consultant shall be compensated
in U.S. dollars.
b. Retainers shall be credited on the final invoice. Accounts unpaid
30 days after the invoice date will be considered late and may be
subject to a monthly service charge of 1.5% (or the legal rate) on
the unpaid balance.
c. If the Client objects to an invoice in part or total, all objections
must be submitted in writing within 14 days of receiving invoice. If
the Client fails to provide written notice within the allotted time,
those objections will be waived and the invoice shall be deemed
due and owed. If the Client objects to only part of the invoice and
provides written notice within 14 days, the remainder not in
objection shall remain due and owed.
d. In the event legal action is brought by the Consultant to enforce
any of the obligations hereunder or arising out of any dispute
concerning the terms and conditions hereby created, the Client
shall pay the Consultant reasonable amounts of fees, costs and
expenses as may be set by the court.
e. The Client agrees that the payment to the Consultant is not
subject to any contingency or condition. The Consultant may
negotiate payment of any check tendered by the Client, even if
the words "in full satisfaction" or words intended to have similar
g.
Ivin
civil engineering + planning
effect appear on the check without such negotiation being an
accord and satisfaction of any disputed debt and without
prejudicing any right of the Consultant to collect additional
amounts from the Client.
3. ADDITIONAL SERVICES
Services in addition to those specified in Scope will be provided by
the Consultant if authorized in writing or otherwise confirmed by
CLIENT.
4. DIRECT EXPENSES
Direct Expenses shall be those costs incurred on behalf of the CLIENT,
to include but not limited to necessary transportation costs including
mileage at the Consultants current rate when its automobiles are used
more than 50 miles from DFW, meals and lodging, laboratory tests and
analyses, telephone, printing, and shipping charges. Reimbursement
for these expenses shall be based on actual cost (receipt provided).
5. TERMINATION
This agreement may be terminated by either party upon fourteen
days' written notice in the event of substantial failure by the other
party to perform in accordance with the terms hereof through no fault
of the terminating party, or upon thirty days' written notice for the
convenience of the terminating party. In the event of termination, the
Client shall pay the Consultant for all services rendered to the date of
termination, plus all expenses incurred.
6. TERMINATION FOR NON-PAYMENT
If the Client fails to make any payment due to the Consultant under
this or any other agreement within 60 days of invoice receipt, the
Consultant may, after providing notice, suspend services until all
invoices outstanding are paid in full. The Consultant's right to stop
work or terminate this agreement shall not be waived by the
Consultants continued performance during any performance during
any period of investigation to determine the reasons for Client's
nonpayment. In the event of termination, the Consultant shall be paid
for all services rendered and expenses incurred to the effective date of
termination, and other reasonable expenses incurred by the
Consultant as a result of such termination. If the Consultant's
compensation is a fixed fee, the amount payable for services will be a
proportional amount of the total fee based on the ratio of the amount
of the services performed.
7. DISPUTE RESOLUTION
Any claim or disputes made during design, construction or post -
construction between the Client and the Consultant shall be
submitted to non -binding mediation. The Client and the Consultant
agree to include a similar mediation agreement with all contractors,
subcontractors, sub -consultants, suppliers and fabricators, thereby
providing for mediation as the primary method for dispute resolution
between all parties.
8. STANDARD OF CARE
In performing its professional services, the Consultant will use that
degree of care and skill ordinarily exercised, under similar
circumstances, by practicing professionals in the same locality at the
time the services are provided, for professional and technical
soundness, accuracy, and adequacy of design, drawings,
specifications, and other work and materials furnished under this
agreement. No warranty, express or implied, is made or intended by
the Consultants undertaking herein or its performance of services,
and it is agreed that the Consultant is not a fiduciary with respect to
the Client.
■ 420 Throckmorton St., Ste. 930, Fort Worth, Texas 76102 it Work 817.529 2700 ■ Fax 817.529.2709
9. NO THIRD -PARTY BENEFICIARIES; ASSIGNMENT AND
SUBCONTRACTING
This Agreement gives no rights or benefits to anyone other than the
Client and the Consultant, and all duties and responsibilities
undertaken pursuant to this Agreement will be for the sole benefit of
the Client and the Consultant. The Client shall not assign or transfer
any rights under or interest in this Agreement or any claim arising out
of the performance of services by Consultant, without the written
consent of the Consultant the Consultant reserves the right to
augment its staff with sub consultants as deemed appropriate
regarding, but not limited to, project logistics, schedules, or market
conditions. If the Consultant exercises this right, the Consultant will
maintain the agreed -upon billing rates for services identified in the
contract, regardless of whether the services are provided by in-house
employees, contract employees, or independent sub -consultants.
10. LIMITATION OF LIABILITY
In recognition of the relative risks, rewards and benefits of the project
to both the Client and the Consultant the risks have been allocated
such that the Client agrees that, to the fullest extent permitted by law,
the Consultants total liability to the Client for any and all injuries,
claims, losses, expenses, damages or claim expenses arising out of this
agreement from any cause or causes, shall not exceed the total fees
collected under this agreement. Such causes include, but are not
limited to, the Consultants negligence, errors, omissions, strict liability,
breach of contract or breach of warranty.
11. ENFORCEMENT
In case any one or more of the provisions contained herein shall be held
illegal, the enforceability of the remaining provisions contained herein
shall not be impaired thereby.
12. INDEMNIFICATION
To the fullest extent permitted by law, The Client and the Consultant,
each agree to indemnify the other party and the other party's officers,
directors, partners, employees and representatives, from an against
losses, damages and judgments arising from claims by third parties,
including reasonable attorneys' fees and expenses recoverable under
applicable law, but only to the extent they are found to be caused by a
negligent act, error or omission of the indemnifying party or any of the
indemnifying party's officers, director, members, partners, agents,
employees, or sub consultants in the performance of services under
this agreement. If claims, losses, damages, and judgments are found to
be caused by the joint or concurrent negligence of the Client and the
Consultant, they shall be borne by each party in proportion to its
negligence.
13. CERTIFICATIONS, GUARANTEES AND WARRANTIES
The Consultant shall not be required to execute any document that
would result in its certifying, guaranteeing or warranting the existence
of conditions the Consultant cannot reasonably ascertained or in the
judgment of the Consultant, increase the Consultant's risk or affect the
availability, applicability, or cost of its insurance.
14. FORCE MAJEURE
Any delays in or failure of performance by the Consultant shall not
constitute breach hereunder if and to the extent such delays or failures
of performance are caused by occurrences beyond the reasonable
control of the Consultant. In the event that any event of force majeure
as herein defined occurs, the Consultant shall be entitled to a
reasonable extension of time for performance of its services under this
agreement.
15. INSURANCE
The Consultant carries Workers' Compensation insurance, professional
liability insurance, and general liability insurance. If the Client directs
the Consultant to obtain increased insurance coverage, the Consultant
will take out such additional insurance, if obtainable, at the Client's
expense.
16. PERIOD OF SERVICES
Unless otherwise stated herein, the Consultant will begin work timely
after receipt of an executed copy of this Agreement and will complete
the services in a reasonable time. This Agreement is made in
anticipation of conditions permitting continuous and orderly progress
through completion of the services. Times for performance shall he
extended as necessary for delays or suspensions due to circumstances
that the Consultant does not control If such delay or suspension
extends for more than six months (cumulatively),Consultant's
compensation shall be renegotiated.
17. ELECTRONIC MEDIA — REVIEW 14
a. As a component provided under this agreement, the Consultant
may deliver electronic copies of certain documents or data (the
"Electronic Files") in addition to printed copies (the "hard Copy") for
the convenience of the Client. The Client and it consultants,
contractors and subcontractors may only rely on the "Hard Copy"
furnished by the Consultant to the Client, if there is any discrepancy
between any "Electronic File" and the "Hard Copy", the "Hard
Copy" controls.
b. The Client acknowledges that electronic files can be altered or
modified without the Consultants authorization, can become
corrupted and that errors can occur in the transmission of such
electronic files.
16.OWNERSHIP
All documents prepared or furnish by the Consultant pursuant to this
agreement are instruments of the Consultant's professional service,
and shall retain an ownership interest therein. The consultant grants
the Client a license to use instruments of the Consultant professional
service for the purpose of constructing, occupying and maintaining
the project. Reuse or modification of any such documents by the
Client, without written permission, shall be at the Clients sole risk,
and the Client agrees to indemnify and hold the Consultant harmless
from all claims, damages and expenses, including attorneys' fees,
arising out of such reuse by the Client or others acting through the
Client.
19. CONFIDENTIALITY
The Client consents to the use and dissemination by the Consultant
of photographs of the project and to the use by the Consultant of
facts, data and information obtained by the Consultant in the
performance of its services. If, however, any facts, data or
information are specifically identified in writing by the Client as
confidential, the Consultant shall use reasonable care to maintain the
confidentiality of that material.
20. COST OPINIONS
Any cost opinion provided by the Consultant will be on a basis of
experience and judgment. The Consultant cannot warrant that bids or
ultimate construction costs will not vary from these cost opinions since
it has no control over market conditions or bidding procedures.
21. CONSTRUCTION PHASE SERVICES.
a. If the Consultant's services include the preparation of
documents to be used for construction and the Consultant is
not retained to make periodic site visits, the Client assumes all
responsibility for interpretation of the documents and for
construction observation, and the Client waives any claims
against the Consultant in any way connected thereto.
b. If the Consultant provides construction phase services, the
Consultant shall have no responsibility for any contractor's
means, methods, techniques, equipment choice and usage,
sequence, schedule, safety programs, or safety practices, nor
shall Consultant have any authority or responsibility to stop or
direct the work of any contractor. The Consultant's visits will be
for the purpose of endeavoring to provide the Client a greater
degree of confidence that the completed work of its contractors
will generally conform to the construction documents prepared
by the Consultant. Consultant neither guarantees the
performance of contractors, nor assumes responsibility for
any contractor's failure to perform its work in accordance with
the contract documents.
C. The Consultant is not responsible for any duties assigned to the
design professional in the construction contract that are not
expressly provided for in this Agreement. The Client agrees that
each contract with any contractor shall state that the contractor
shall be solely responsible for job site safety and for its means
and methods; that the contractor shall indemnify the Client and
the Consultant for all claims and liability arising out of job site
accidents; and that the Client and the Consultant shall be made
additional insured's under the contractor's general liability
insurance policy.
■ 420 Throckmorton St., Ste. 930, Fort Worth, Texas 76102 ■ Work 817.529.2700 ■ Fax 817.529 2709