HomeMy WebLinkAboutContract 58556 CSC No. 58556
PROFESSIONAL ENVIRONMENTAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and between the
CITY OF FORT WORTH(the"City"),a home rule municipal corporation situated in portions of Tarrant,Parker,
Denton, and Wise Counties, Texas, as executed by Dana Burghdoff, its duly authorized Assistant City Manager,
and Freese and Nichols, Inc. ("Consultant"), executed by Robert W. Chambers, PG, its duly authorized
Principal/Vice President,each individually referred to as a"party"and collectively referred to as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Attachment A—Proposal for Post-Response Action Completion Report(PRACR)Annual Inspection
All Attachments attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the
event of any conflict between the documents,the terms and conditions of this Agreement shall control.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with Professional Services for the environmental annual
inspection of Sector 4 of the former Riverside Wastewater Treatment Plan (WWTP) at Gateway Park as required
by state law pursuant to the applicable regulations for the Texas Commission on Environmental Quality (TCEQ)
under the Voluntary Cleanup Program (VCP) for the remedial action completed at the site including inspections
and preparation of the PRACR annual report for review and acceptance by TCEQ. Attached hereto and incorporated
for all purposes incident to this Agreement is Attachment"A"Scope of Services,more specifically describing the
services to be provided.
Consultant warrants that it will exercise reasonable skill, care and diligence in the performance of its
services and will carry out its responsibilities in accordance with customarily accepted professional practices and
applicable laws.
2. TERM.
This Agreement shall begin on the Effective Date, defined hereinbelow, with additional four one-year
options to renew unless terminated earlier or extended in accordance with the provisions of this Agreement or
agreed upon by a written amendment to this Agreement signed by both parties.
3. COMPENSATION.
The City shall pay Consultant the amount up to Three Thousand One Hundred Sixty Dollars($3,160.00)
in accordance with the quote attached as Attachment"A"—Scope of Services and Compensation. Consultant shall
not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless
City requests and approves in writing the additional costs for such services. City shall not be liable for any
additional expenses of Consultant not specified by this Agreement unless the city first approves such expenses in
writing.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any reason by providing
the other party with 30 days written notice of termination.
4.2 Non-approprtatiori Of Funds. OFFICIAL RECORDCITY SECRETARY
FT.WORTH,TX
In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any
payments due hereunder,City will notify Consultant of such occurrence and this Agreement shall terminate
on the last day of the fiscal period for which appropriations were received without penalty or expense to
the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which
funds shall have been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay
Consultant for services actually rendered up to the effective date of termination and Consultant shall
continue to provide the City with services requested by the City and in accordance with this Agreement up
to the effective date of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing
conflicts of interest related to Consultant's services under this Agreement.In the event that any conflicts of interest
arise after the Effective Date of this Agreement, Consultant hereby agrees promptly to make full disclosure to the
City in writing upon its first knowledge of such conflict.Consultant,for itself and its officers,agents and employees,
further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any
such information to a third party without the prior written approval of the City, except to the extent that such
disclosure is required by applicable law or court order and then only after prior notice to and consultation with the
City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized
users to access,modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City
promptly if the security or integrity of any City information has been compromised or is believed to have been
compromised.
6. RIGHT TO AUDIT.
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 at reasonable times any directly pertinent books, documents,
papers and records of the Consultant involving transactions relating to this Agreement at no additional cost to the
City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant
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 Consultant at least five (5) business days' advance notice of
intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect
that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the
subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of such subcontractor involving transactions related 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 paragraph. City shall
give subcontractor reasonable notice of intended audits.
The audit rights conferred by this section shall not permit the City to access records related to the pricing of
fixed-price or lump sum amounts,the build-up of agreed rates or unit prices,or Consultant's estimating records.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all
rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in
accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to
control the details of its operations and activities and be solely responsible for the acts and omissions of its officers,
agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of
respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and
Consultant,its officers,agents, employees, servants,contractors and subcontractors. Consultant further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
A. Consultant shall comply with all applicable Environmental Requirements. Environmental
Requirements shall mean all applicable statutes, regulations, rules, plans, authorizations,
concessions, franchises, and similar items, as they are now or as they may later be amended, of all
governmental agencies, departments, commissions, boards, bureaus, or instrumentalities of the
United States, states, and political subdivisions thereof and all applicable judicial, administrative,
and regulatory decrees, judgments, and orders relating to the protection of human health or the
environment,including without limitation:
1. All requirements, including, but not limited to, those pertaining to reporting, licensing,
emissions, discharges, releases, or threatened releases of hazardous materials, pollutants,
contaminants or hazardous or toxic substances,materials,or wastes whether solid,liquid,or
gaseous in nature,into the air,surface water,groundwater,storm water,or land,or relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or
handling of pollutants,contaminants,or hazardous or toxic substances,materials,or wastes,
whether solid,liquid, or gaseous in nature; and
2. All requirements pertaining to the protection of the health and safety of employees or the
public.
B. CONSULTANT SHALL RELEASE, INDEMNIFY, REIMBURSE, DEFEND, AND HOLD
HARMLESS, CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR
PERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALL PERSONS,ARISING OUT OF
THE WORK AND SERVICES TO BE PERFORMED HEREUNDER BY CONSULTANT, ITS
OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES,
OR INVITEES, INCLUDING DAMAGES, LOSS, INJURY OR DEATH TO THE EXTENT
CAUSED BY ANY NEGLIGENT ERROR, OMISSION, DEFECT, OR DEFICIENCY IN THE
PERFORMANCE OF CONSULTANT'S SERVICES WITH THIS AGREEMENT.
CONSULTANT SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY
AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL DAMAGES,
CLAIMS, LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING
REASONABLE NOTWITHSTANDING THE FOREGOING, CONSULTANT AGREES, TO THE
FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS CITY
AND ITS OFFICERS,AGENTS AND EMPLOYEES AGAINST COSTS,DAMAGES,OR LOSSES,
INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, RESULTING FROM
CLAIMS BY THIRD PARTIES FOR PERSONAL INJURIES (INCLUDING DEATH) OR
PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR
SUBCONTRACTORS IN THE PERFORMANCE OF BIOMONITROING SERVICES UNDER
THIS AGREEMENT. CONSULTANT SHALL NOT BE OBLIGATED TO DEFEND OR
INDEMNIFY CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FOR THEIR
RESPECTIVE NEGLIGENCE OR WILLFUL MISCONDUCT.
C. ENVIRONMENTAL INDEMNIFICATION. CONSULTANT DOES HEREBY RELEASE,
INDEMNIFY, REIMBURSE, DEFEND, AND HOLD HARMLESS THE CITY, ITS OFFICERS,
AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL
ENVIRONMENTAL DAMAGES AND THE VIOLATION OF ANY AND ALL
ENVIRONMENTAL REQUIREMENTS RESULTING FROM THE HANDLING,COLLECTION,
TRANSPORTATION, STORAGE, DISPOSAL, TREATMENT, RECOVERY, AND/OR REUSE,
BY ANY PERSON,OF THE MATERIAL UNDER THIS AGREEMENT,TO THE EXTENT SAID
ENVIRONMENTAL DAMAGES OR THE VIOLATION OF SAID ENVIRONMENTAL
REQUIREMENTS WERE THE RESULT OF ANY ACT OR OMISSION OF CONSULTANT,ITS
OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS, OR THE JOINT ACT OR
OMISSION OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR
SUBCONTRACTORS AND ANY OTHER PERSON OR ENTITY EXCLUDING ALL PARTIES
INDEMNIFIED HEREUNDER.
9. WARRANTY.
Consultant warrants that it understands the currently known hazards and suspected hazards which are
presented to persons, property and the environment by providing the services as referred to in the Consultant's
Scope of Services. Consultant further warrants that it will perform all services under this Agreement in a safe,
efficient and lawful manner using industry accepted practices, and in full compliance with all applicable State and
Federal laws governing its activities and is under no restraint or order which would prohibit performance of services
under this Agreement.
10. LICENSES,PERMITS AND FEES.
Consultant agrees to obtain,pay for,and maintain all licenses,permits,certificates,inspections and all other
approvals and fees required by law or otherwise necessary to perform the services prescribed hereunder.
11. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement
without the prior written consent of the City.If the City grants consent to an assignment,the assignee shall execute
a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and
obligations of Consultant under this Agreement, and Consultant shall have no further liability or obligations under
the assigned portion of the Agreement.If the City grants consent to a subcontract,the Consultant shall require such
subcontractor to execute a written agreement with the Consultant referencing this Agreement and requiring
subcontractor to be bound by duties and obligations substantially similar to those of the Consultant under this
Agreement as such duties and obligations may apply to the subcontractor's scope of services. The Consultant shall
provide the City with a fully executed copy of any such subcontract upon request,with any financial and proprietary
information redacted.
12. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the following coverage
limits that are to be in effect prior to commencement of any services pursuant to this Agreement:
(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.
i.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 the Project.If Insured owns no vehicles,coverage for hired or non-
owned 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.
C. Workers' Compensation—Insured shall maintain workers compensation and employers 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 Engineer pursuant to this Agreement.
d. Professional Liability (Errors & Omissions) — If appropriate, 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 claims-made,and maintained for the duration of the contractual
agreement and for three (3)years following completion of services provided. The policy shall contain a
retroactive date prior or equal to the Effective Date of the Agreement or the first date of services to be
performed,whichever is earlier.An annual certificate of insurance shall be submitted to City to evidence
coverage.
(2) GENERAL INSURANCE REQUIREMENTS
a. Certificates of insurance evidencing that Insured has obtained all required insurance shall be attached to
Agreement concurrent with its execution.Any failure to attach the required insurance documentation hereto
shall not constitute a waiver of the insurance requirements.
b. Applicable policies shall be endorsed to name City as an Additional Insured thereon, subject to any defense
provided by the policy, as its interests may appear. The term City shall include its employees, officers,
officials, and agents as respects the contracted services. Applicable policies shall each be endorsed with a
waiver of subrogation in favor of City with respect to the Project.
C. Certificate(s) of insurance shall document that insurance coverage limits specified in this Agreement are
provided under applicable policies documented thereon.Insured's insurance policy(s) shall be endorsed to
provide that said insurance is primary protection and any self-funded or commercial coverage maintained
by City shall not be called upon to contribute to loss recovery. Insured's liability shall not be limited to
the specified amounts of insurance required herein.
d. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider
alternative coverage or risk treatment measures through insurance pools or risk retention groups. City
must approve in writing any alternative coverage for it to be accepted.
e. A minimum of thirty(30) days' notice of cancellation or material change in coverage shall be provided to
City. A ten(10)days'notice shall be acceptable in the event of non-payment of premium.
f. Insurers must be authorized to do business in the State of Texas and have a current A.M.Best rating of A:VII
or equivalent measure of financial strength and solvency.
g. Any deductible or self-insured retention in excess of$25,000 that would change or alter the requirements
herein is subject to approval in writing by City,if coverage is not provided on a first-dollar basis.City,at its
sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention
groups.Dedicated financial resources or letters of credit may also be acceptable to City.
h. In the course of the Agreement, Insured shall report, in a timely manner, to City's Contract Compliance
Manager any known loss or occurrence which could give rise to a liability claim or lawsuit or which
could result in a property loss.
i. City shall be entitled,upon its request and without incurring expense,to review Insured's insurance policies
including endorsements thereto and, at City's discretion, Insured may be required to provide proof of
insurance premium payments.
j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a
retroactive date coincident with or prior to the date of this Agreement. The certificate of insurance shall state
both the retroactive date and that the coverage is claims-made.
k. Coverages,whether written on an occurrence or claims-made basis,shall be maintained without interruption
nor restrictive modification or changes from date of commencement of the Project until final payment and
termination of any coverage required to be maintained after final payments.
1. City shall not be responsible for the direct payment of any insurance premiums required by Agreement.
in. 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.
13. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and
regulations.If the City notifies Consultant of any violation of such laws,ordinances,rules or regulations,Consultant
shall promptly desist from and correct the violation.
14. NON-DISCRIMINATION COVENANT.
Consultant,for itself,its personal representatives,assigns,subcontractors and successors in interest,as part
of the consideration herein,agrees that in the performance of Consultant's duties and obligations hereunder,it shall
not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited
by law.
15. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2)
delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United
States Mail,registered,return receipt requested,addressed as follows:
To The CITY: To CONSULTANT :
City of Fort Worth Freese and Nichols,Inc.
Attn: Chris Harder,P.E. Attn: Kimberly Buckley
FW Water Department Director Project Manager
200 Texas Street 801 Cherry Street, Suite 2800
Fort Worth TX 76102-6311 Fort Worth,TX 76102
Facsimile: (817) 392-8654 Facsimile: (817)735-7491
16. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement,the City does not waive or surrender any
of its governmental powers.
17. NO WAIVER.
The failure of the 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 the City's or Consultant's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
18. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether
real or asserted,at law or in equity,is brought on the basis 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.
19. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired.
20. FORCE MAJEURE.
The 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(force majeure), including,but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts,
natural disasters,wars,riots,material or labor restrictions by any governmental authority, transportation problems
and/or any other similar causes.
21. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part
of this Agreement.
22. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that
the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Agreement or exhibits hereto.
23. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless
such extension,modification,or amendment is set forth in a written instrument,which is executed by an authorized
representative and delivered on behalf of such party.
24. ENTIRETY OF AGREEMENT.
This Agreement contains all of the covenants, statements, representations and promises agreed to by the
parties. To the extent of any conflict,this Agreement supersedes the terms,conditions,and representations set forth
in the City's Request for Proposals,Consultant's Proposal and revised cost. No agent of either party has authority
to make, and the parties shall not be bound by, nor liable for, any covenant, statement, representation or promise
not set forth herein. The parties may amend this Agreement only by a written amendment executed by both parties.
25. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute this
agreement on behalf of the respective party, and that such binding authority has been granted by proper order,
resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty
and representation in entering into this Agreement.
26. 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 (I-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, 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
27. 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.
28. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Consultant acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added
by Acts 2021, 87th Leg.,R.S.,S.B. 13, §2,the City is prohibited from entering into a contract for goods or services
that has a value of$100,000 or more that is to 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 2274
of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. 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 boycott energy
companies; and(2)will not boycott energy companies during the term of this Agreement.
29. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES.
Consultant acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for
goods or services that has a value of$100,000 or more that is to 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,as added by Acts 2021,87th
Leg.,R.S., S.B. 19, § 1. 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.
This Professional Services Agreement shall be effective on the date subscribed by the City's designated
Assistant City Manager("Effective Date").
CITY OF FORT WORTH FREESE AND NICHOLS,INC.
Dana Burghdoff(NOv29,2 17:54 CS `Q�w a�6_Dana Burghdoff Robert W. Chambers,PG
Assistant City Manager PrincipalNice President
Date: Nov 29,2022 Date: November 28,2022
APPROVAL RECOMMENDED:
Christopher lfiirrder
Christopher arder(Nw 29,202217:03 CS-0
Chris Harder,P.E.
Water Department Director
APPROVED AS TO FORM AND LEGALITY:
WA
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Douglas W.Black
Sr.Assistant City Attorney
No M&C Required
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Jannette S.Goodall(Nov 30,2022 09:25 CST)
Jannette S. Goodall
City Secretary
Date: Nov 30,2022
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,
including ensuring all performance and reporting requirements.
Spry Wal (Nw]9,1V1316:51 CST)
Stacy Walters,Regulatory-Environmental Administrator
ATTACHMENT A
OutstandingFREESE Innovative approaches
Practical results
rmn?'NICHOLS
801 Cherry Street,Suite 2800 + Fort Worth,Texas 76102 + 817-735-7300 + FAX 817-735-7491 www.freese.com
August 18, 2022
Ms. Stacy Walters
Regulatory/Environmental Administrator
City of Fort Worth Water Department
200 Texas Street
Fort Worth,Texas 76102
RE: Proposal for Post-Response Action Completion Report(PRACR)Annual Inspection
Sector 4, Former Riverside Wastewater Treatment Plant (WWTP)
Gateway Park, Fort Worth,Texas
Dear Ms.Walters,
Freese and Nichols, Inc. (FNI) is pleased to submit this proposal to provide professional environmental
services to the City of Fort Worth (CLIENT) for the annual inspection of Sector 4 of the former Riverside
Wastewater Treatment Plant(WWTP) at Gateway Park.
It is our understanding that the annual inspection is required as a continuing obligation for the Voluntary
Cleanup Program (VCP) remedial action completed at the site. FNI will utilize previous reports and annual
reports to perform services.
SCOPE OF SERVICES
FNI will render the following professional services in connection with the development of the Project:
1. Conduct annual inspection of Sector 4(soccer and rugby fields).
2. Prepare Post-Response Action Completion Report (PRACR) in accordance with continuing
obligations under the Texas Risk Reduction Program (TRRP).
3. Submit PRACR annual report to the Texas Commission on Environmental Quality (TCEQ) and
address any comments on the City's behalf.
TIME OF COMPLETION
FNI is authorized to commence work on the Project upon execution of this Agreement and agrees to
complete the inspection before December 31, 2022 and submit the PRACR annual report to the TCEQ
before February 1, 2023.
If FNI's services are delayed through no fault of FNI, FNI shall be entitled to equitable adjustment of rates
and amounts of compensation and FNI shall be entitled to adjust contract schedule consistent with the
number of days of delay.
FREESE
rM
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RESPONSIBILITIES OF CLIENT
Client shall perform the following in a timely manner so as not to delay the services of FNI:
A. Assist FNI by placing at FNI's disposal all available information pertinent to the Project including
previous reports and any other data relative to the Project.
B. Arrange for access to and make all provisions for FNI to enter upon public and private property as
required for FNI to perform services under this Agreement.
C. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents
presented by FNI and render in writing decisions pertaining thereto within a reasonable time so
as not to delay the services of FNI.
DESIGNATED REPRESENTATIVES
FNI and CLIENT designate the following representatives:
CLIENT's Primary Contact Stacy Walters
200 Texas Street
Fort Worth,Texas 76102
817-392-8203
stacy.walters@fortworthtexas.gov
CLIENT's Accounting Contact Name:
Address:
Phone:
Email:
FNI's Primary Contact Kimberly Buckley, PG
801 Cherry Street, Suite 2800
Fort Worth,Texas 76102
817-735-7332
kimberly.buckley@freese.com
FNI's Accounting Contact Erin Westbrook
801 Cherry Street, Suite 2800
Fort Worth,Texas 76102
817-735-7395
erin.westbrook@freese.com
FREESE
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COMPENSATION
FNI proposes to furnish services as described herein forthe lump sum fee of Three Thousand One Hundred
Sixty Dollars ($3,160.00) for Basic Services. If FNI sees the Scope of Services changing so that additional
services are needed, FNI will notify the CLIENT before proceeding. Additional services shall be negotiated
for a lump sum fee if they become necessary.
Payment of the services shall be due and payable upon submission of a statement for services.
Statements for services shall not be submitted more frequently than monthly.
TERMS AND CONDITIONS OF AGREEMENT
We propose to furnish our services as described herein in accordance with Attachment TC, "Terms and
Conditions of Agreement".
We appreciate this opportunity to submit this statement of qualifications, which is good for 60 days. If
additional information or clarification is desired, please do not hesitate to contact us.
If you are in agreement with the services described herein and wish for FNI to proceed with this
assignment, please execute a copy of this agreement for our files. If you wish to authorize our services by
a Purchase Order, please refer to this letter as an attachment on the face of the Purchase Order.
Yours very truly, Approved:
FREESE AND NICHOLS, INC. CITY OF FORT WORTH
Kimberly Buckley, PG
Project Manager By:
kZX1&1 a!e�a_
Robert W. Chambers, PG Print Name
Principal/Vice President
Title:
Date:
TERMS AND CONDITIONS OF AGREEMENT
1. DEFINITIONS:As used herein: (1)Client refers to the party named as such in the Agreement between
the Client and FNI; (2) FNI refers to Freese and Nichols, Inc., its employees and agents, and its
subcontractors and their employees and agents; and (3) Services refers to the professional services
performed by FNI pursuant to the Agreement.
2. INFORMATION FURNISHED BY CLIENT: Client will assist FNI by placing at FNI's disposal all available
information pertinent to the Project including previous reports and any other data relative to design
or construction of the Project. FNI shall have no liability for defects or negligence in the Services
attributable to FNI's reliance upon or use of data, design criteria, drawings, specifications, or other
information furnished by Client. To the fullest extent permitted by law, Client agrees to indemnify
and hold FNI harmless from any and all claims and judgments, and all losses, costs, and expenses
arising therefrom. FNI shall disclose to Client, prior to use thereof, defects or omissions in the data,
design criteria, drawings,specifications,or other information furnished by Client to FNI that FNI may
reasonably discover in its review and inspection thereof.
3. STANDARD OF CARE: The standard of care for all professional Services performed or furnished by
FNI under this Agreement will be the skill and care ordinarily used by members of the subject
profession practicing under the same or similar license and circumstances at the same time and in
the same locality. FNI makes no warranties, express or implied, under this Agreement or otherwise,
in connection with any Services performed or furnished by FNI.
4. INSURANCE: FNI shall provide Client with certificates of insurance with the following minimum
coverage:
Commercial General Liability Workers' Compensation
$2,000,000 General Aggregate As required by Statute
Automobile Liability(Any Auto) Professional Liability
$1,000,000 Combined Single Limit $3,000,000 Annual Aggregate
5. CHANGES: Client, without invalidating the Agreement, may order changes within the general scope
of the Services required by the Agreement by altering,adding, and/or deducting from the Services to
be performed. If any such change under this clause causes an increase or decrease in FNI's cost or
the time required for the performance of any part of the Services, an equitable adjustment will be
made by mutual agreement and the Agreement will be modified in writing accordingly.
FNI will make changes to the drawings, specifications, reports, documents, or other deliverables as
requested by Client. However, when such changes differ from prior comments, directions,
instructions,or approvals given by Client or are due to causes not solely within the control of FNI, FNI
shall be entitled to additional compensation and time required for performance of such changes to
the Services authorized under this Agreement.
6. OPINION OF PROBABLE CONSTRUCTION COSTS: No fixed limit of project construction cost shall be
established as a condition of the Agreement, unless agreed upon in writing and signed by the parties
hereto. If a fixed limit is established, FNI shall be permitted to include contingencies for design,
bidding, and price escalation in the construction contract documents to make reasonable
adjustments in the scope of the Project to adjust the project construction cost to the fixed limit.Such
contingencies may include bid allowances, alternate bids, or other methods that allow FNI to
determine what materials, equipment, component systems, and types of construction are to be
Attachment TC FNI
Rev 07/22 Page 1 of 4 CLIENT
included in the construction contract documents. Fixed limits, if any, shall be increased by the same
amount as any increase in the contract price after execution of the construction contract.
FNI will furnish an opinion of probable construction or program cost based on present day pricing,
but does not guarantee the accuracy of such estimates. Opinions of probable cost, financial
evaluations, feasibility studies, economic analyses of alternate solutions, and utilitarian
considerations of operations and maintenance costs prepared by FNI hereunder will be made on the
basis of FNI's experience and qualifications and represent FNI's judgment as an experienced and
qualified design professional. It is recognized, however,that FNI does not have control over the cost
of labor, material, equipment, or services furnished by others or over market conditions or
contractors' methods of determining prices. Accordingly, FNI cannot and does not warrant or
represent that bids or cost proposals will not vary from the Client's project budget or from any
estimate or opinion of probable construction or program cost prepared by or agreed to by FNI.
7. PAYMENT:Progress payments may be requested by FNI based on the amount of Services completed.
Payment for the Services of FNI shall be due and payable upon submission of a statement for Services
to Client and in acceptance of the Services as satisfactory by Client.Statements for Services shall not
be submitted more frequently than monthly.Any applicable taxes imposed upon Services, expenses,
and charges by any governmental body after the execution of this Agreement will be added to FNI's
compensation.
If Client fails to make any payment due FNI for Services, expenses, and charges within 30 days after
receipt of FNI's statement for Services therefore, the amounts due FNI will be increased at the rate
of 1 percent per month from said 30th day, and, in addition, FNI may, after giving 7 days' written
notice to Client,suspend Services under this Agreement until FNI has been paid in full for all amounts
due for Services, expenses, and charges.
If FNI's Services are delayed or suspended by Client or are extended for more than 60 days through
no fault of FNI, FNI shall be entitled to equitable adjustment of rates and amounts of compensation
to reflect reasonable costs incurred by FNI in connection with such delay or suspension and
reactivation and the fact that the time for performance under this Agreement has been revised.
8. OWNERSHIP OF DOCUMENTS:All drawings, reports, data, and other project information developed
in the execution of the Services provided under this Agreement shall be the property of Client upon
payment of FNI's fees for Services. FNI may retain copies for record purposes. Client agrees such
documents are not intended or represented to be suitable for reuse by Client or others. Any reuse
by Client or by those who obtained said documents from Client without written verification or
adaptation by FNI, will be at the Client's sole risk and without liability or legal exposure to FNI, or to
FNI's independent associates or consultants. To the fullest extent permitted by law, Client shall
indemnify and hold harmless FNI and FNI's independent associates and consultants from all claims,
damages, losses, and expenses including attorneys' fees arising out of or resulting therefrom. Any
such verification or adaptation will entitle FNI to further reasonable compensation. FNI may reuse all
drawings, report data,and other project information in the execution of the Services provided under
this Agreement in FNI's other activities.Any reuse by FNI will be at FNI's sole risk and without liability
or legal exposure to Client,and FNI shall indemnify and hold harmless Client from all claims,damages,
losses, and expenses including reasonable attorneys'fees arising out of or resulting therefrom.
9. TERMINATION:The obligation to provide Services under this Agreement may be terminated by either
party upon 10 days' written notice. In the event of termination, FNI will be paid for all Services
rendered and reimbursable expenses incurred to the date of termination and, in addition, all
reimbursable expenses directly attributable to termination.
Attachment TC FNI
Rev 07/22 Page 2 of 4 CLIENT
10. CONSTRUCTION REPRESENTATION: If required by the Agreement, FNI will furnish construction
representation according to the defined scope for these Services. FNI will observe the progress and
the quality of work to determine in general if the work is proceeding in accordance with the
construction contract documents. In performing these Services, FNI will report any observed
deficiencies to Client, however, it is understood that FNI does not guarantee the contractor's
performance, nor is FNI responsible for the supervision of the contractor's operation and employees.
FNI shall not be responsible for the contractor's means, methods, techniques, sequences, or
procedures of construction or the safety precautions and programs incident to the work of the
contractor. FNI shall not be responsible for the acts or omissions of any person (except its own
employees or agents) at the project site or otherwise performing any of the work of the Project. If
Client designates a resident project representative that is not an employee or agent of FNI,the duties,
responsibilities, and limitations of authority of such resident project representative will be set forth
in writing and made a part of this Agreement before the construction phase of the Project begins.
11. GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT: Client agrees to include provisions in
the general conditions of the construction contract that name FNI: (1) as an additional insured and
in any waiver of subrogation rights with respect to such liability insurance purchased and maintained
by the contractor for the Project (except workers' compensation and professional liability policies);
and (2) as an indemnified party in the indemnification provisions where the Client is named as an
indemnified party.
12. POLLUTANTS AND HAZARDOUS WASTES: It is understood and agreed that FNI has neither created
nor contributed to the creation or existence of any hazardous, radioactive,toxic, irritant, pollutant,
or otherwise dangerous substance or condition at the project site, if any, and its compensation
hereunder is in no way commensurate with the potential risk of injury or loss that may be caused by
exposures to such substances or conditions. The parties agree that in performing the Services
required by this Agreement, FNI does not take possession or control of the subject site, but acts as
an invitee in performing the Services, and is not therefore responsible for the existence of any
pollutant present on or migrating from the site. Further, FNI shall have no responsibility for any
pollutant during clean-up,transportation, storage or disposal activities.
13. SUBCONTRACTS: If,for any reason and at any time during the progress of providing Services, Client
determines that any subcontractor for FNI is incompetent or undesirable, Client shall notify FNI
accordingly and FNI shall take immediate steps for cancellation of such subcontract. Subletting by
subcontractors shall be subject to the same regulations. Nothing contained in the Agreement shall
create any contractual relation between any subcontractor and Client.
14. PURCHASE ORDERS: If a purchase order is used to authorize FNI's Services, only the terms,
conditions, and instructions typed on the face of the purchase order shall apply to this Agreement.
Should there be any conflict between the purchase order and the terms of this Agreement,then this
Agreement shall prevail and be determinative of the conflict.
15. CONSEQUENTIAL DAMAGES: In no event shall FNI be liable in contract,tort,strict liability,warranty,
or otherwise for any special, indirect, incidental, or consequential damages(such as loss of product,
loss of use of equipment or systems, loss of anticipated profits or revenue, non-operation or
increased expense of operation), arising out of, resulting from, or in any way related to this
Agreement or the Project.
16. ARBITRATION: No arbitration,arising out of or relating to this Agreement, involving one party to this
Agreement may include the other party to this Agreement without their approval.
Attachment TC FNI
Rev 07/22 Page 3 of 4 CLIENT
17. SUCCESSORS AND ASSIGNMENTS: Client and FNI and the partners, successors, executors,
administrators, and legal representatives of each are hereby bound to the other party to this
Agreement and to the partners,successors,executors,administrators,and legal representatives(and
said assigns) of such other party, in respect of all covenants, agreements, and obligations of this
Agreement.
Neither Client nor FNI shall assign, sublet, or transfer any rights under or interest in (including, but
without limitation, moneys that may become due or moneys that are due) this Agreement without
the written consent of the other, except to the extent that any assignment, subletting, or transfer is
mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated
to the contrary in any written consent to an assignment, no assignment will release or discharge the
assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph
shall prevent FNI from employing such independent associates and consultants as FNI may deem
appropriate to assist in the performance of Services hereunder.
Attachment TC FNI
Rev 07/22 Page 4 of 4 CLIENT