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HomeMy WebLinkAboutContract 48395 `17"y SECRETARY ��, URACT NO, FORTWORTH, qq,4*r PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City" or "Client"), a home- rule municipal corporation situated in portions of Tarrant, Denton, Johnson and Wise Counties, Texas, acting by and through its duly authorized Assistant City Manager, and FREESE AND NICHOLS, INC. (the "Consultant"), a Texas Corporation, and acting by and through Bob Pence its duly authorized CEO and President. The City and the Consultant are each individually referred to herein as a"party" and collectively referred to as the"parties."The term "Consultant" shall include the Consultant, its officers, agents, employees, representatives, contractors or subcontractors. The term "City" shall include its officers, employees, agents, and representatives. 1. Scope of Services. Consultant hereby agrees, with good faith and due diligence, to provide the City with professional consulting services for the development of a Master Plan for Alliance Park. Specifically, the Consultant will perform all duties outlined and described in the Statement of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." The Consultant shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, the Consultant shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall control. 2. Term. This Agreement shall commence upon execution by the City ("Effective Date") and shall expire no later than May 30, 2017 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for a term of one year at the City's option. OFFICIAL RECORD CITY SECRETARY 3. Compensation. FT. WORTH, TX The City shall pay the Consultant an amount not to exceed $42,776.00 as set forth in Exhibit "B", which is attached hereto and incorporated herein for all purposes, and in accordance with the provisions of this Agreement. The Consultant shall not perform any City of Fort Worth,Texas Alliance Park—Master Plan Professional Services Agreement—General City Project Number: 100333 Rev. 12/2015 Page 1 of 14 additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of the Consultant, not specified by this Agreement, unless the City first approves such expenses in writing. 4. Termination. 4.1. Convenience. Either the City or the Consultant may terminate this Agreement at any time and for any reason by providing the other parry with 30 days written notice of termination. 4.2 Breach. If either party commits a material breach of this Agreement, the non-breaching parry must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify the 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 have been appropriated. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay the Consultant for Services actually rendered up to the effective date of termination and the 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. Upon termination of this Agreement for any reason, the Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event the Consultant has received access to City information or data as a requirement to perform services hereunder, the Consultant shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City and certify that all City data has been removed from the Consultant's computers and other electronic devices. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. The Consultant hereby warrants to the City that the Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to the Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, the Consultant hereby agrees immediately to make full disclosure to the City in writing. City of Fort Worth,Texas Alliance Park—Master Plan Professional Services Agreement—General City Project Number:100333 Rev, 12/2015 Page 2 of 14 5.2 Confidential Information. The City acknowledges that the Consultant may use products, materials, or methodologies proprietary to the Consultant. The City agrees that the Consultant's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. The Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3 Unauthorized Access. The 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. The Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, The Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. Right to Audit. The 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. The 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 The Consultant not less than 10 days written notice of any intended audits. If the Consultant subcrontracts any Services, the Consultant shall 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 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 not less than 10 days written notice of any intended audits. 7. Independent Contractor. It is expressly understood and agreed that the 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, the Consultant shall have the exclusive right to control the details City of Fort Worth,Texas Alliance Park—Master Plan Professional Services Agreement—General City Project Number:100333 Rev. 12/2015 Page 3 of 14 of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. The Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and the Consultant, its officers, agents, employees, servants, contractors and subcontractors. The Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between the City and the Consultant. It is further understood that the City shall in no way be considered a Co-employer or a joint-employer of the Consultant or any officers, agents, servants, employees or subcontractors of the Consultant. Neither the Consultant, nor any officers, agents, servants, employees or subcontractors of the Consultant shall be entitled to any employment benefits from the City. The Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. Liability and Indemnification. THE CONSULTANT SHALL BE L]ABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTYLOSS, PROPERTYDAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF THE CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS AND PERSONAL INJURY(INCLUDING, BUT NOT LIMITED TO, DEATH) AND ANY ALLEGED DAMAGE OR LOSS TO THE CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS, THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASSIONED BY(i) THE CONSULTANT'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY ACT OR OMISSION OF THE CONSULTANT, IT OFFICERS, AGENTS, AFFILIATES, ASSOCIATES, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS RELATED TO THE SERVICES OR THE PERFORA1ANCE OF THIS AGREEMENT. 9. Assignment and Subcontracting. The 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 the City of Fort Worth,Texas Alliance Park—Master Plan Professional Services Agreement—General City Project Number:100333 Rev. 12/2015 Page 4 of 14 Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. Insurance. 10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1. Commercial General Liability with a combined limit of not less than $1,000,000 per occurrence. 2. Automobile Liability Insurance with a combined limit of not less that $1,000,000 per occurrence. 3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and$1,000,000 aggregate limit. 4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 5. Any other insurance as required by City. 10.2 General Insurance Requirements: 1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 3. A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written, approval of Risk Management is required. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to the Consultant proceeding with any work pursuant to this Agreement. City of Fort Worth,Texas Alliance Park—Master Plan Professional Services Agreement—General City Project Number:100333 Rev.12/2015 Page 5 of 14 11. Compliance with Laws, Ordinances,Rules and Regulations. The Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies the Consultant of any violation of such laws, ordinances, rules or regulations, the Consultant shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. The Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of the 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. If any claim arises from an alleged violation of this non-discrimination covenant by the Consultant, its personal representatives, assigns, subcontractors or successors in interest, the Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. 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 or(2) received by the other parry by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: City of Fort Worth With Copy to the City Attorney Attn: Susan Alanis at same address 1000 Throckmorton Fort Worth TX 76102 TO THE CONSULTANT: FREESE AND NICHOLS, INC. Attn: Matt Milano 4055 International Plaza, Suite 200 Fort Worth, Texas 76109 14. Solicitation of Employees. Neither the City nor the Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's City of Fort Worth,Texas Alliance Park—Master Plan Professional Services Agreement—General City Project Number:100333 Rev. 12/2015 Page 6 of 14 employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 15. 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 or immunities. 16. No Waiver. The failure of the City or the 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 the Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law and 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. 18. 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. 19. Force Maieure. The City and the 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. City of Fort Worth,Texas Alliance Park—Master Plan Professional Services Agreement—General City Project Number:100333 Rev.12/2015 Page 7 of 14 20. 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. 2i. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed 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. 22. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and the Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Signature Authority. The person signing this Agreement, and any amendment hereto, 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. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 25. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an City of Fort Worth,Texas Alliance Park—Master Plan Professional Services Agreement—General City Project Number:100333 Rev. 12/2015 Page 8 of 14 original paper document bearing each party's original signature is not delivered. 26. Third Party Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of the City and the Consultant, and their lawful successors or assigns, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 27. Survival. Section 4.4 (Duties and Obligations of Parites), Section 5 (Confidentiality), Section 6 (Right to Audit), and Section 8 (Liability and Indemnification) shall survive termination of this Agreement. Executed in multiples this the J)ji-day of , 2016. CITY OF FORT WORTH: FREESE AND NICHOLS, INC., a Texas Corporation By: By: usa Alanis Wendy D. Shabay,AICP, AssW"AZ7, Assistant City ManagerRr Vice-President Y 9p09U0400fJ¢0 . - ATTEST: 0 �o °o� a o 0 0 �0 0 oa i S,0 Aary'J. el'r "'.00000011 City Secr ary APPROVED AS TO FORM AND LEGALITY: 1 l` Tyler Wallach OFFICIAL RECORD Assistant City Attorney CITY SECRETARY CONTRACT AUTHORIZATION: FT.WORTH,TX No M&C required Form 1295 Certification No.: 2016-123004 City of Fort Worth,Texas Alliance Park—Master Plan Professional Services Agreement-General City Project Number: 100333 Rev. 12/2015 Page 9 of 14 EXHIBIT A STATEMENT OF WORK ALLIANCE PARK MASTER PLAN I. PROJECT DESCRIPTION The Consultant will perform professional design services for the City for preparing a Master Plan ("Master Plan") for Alliance Park("Park"). The intent of the Master Plan will be to prepare a conceptual plan addressing potential improvements for the park. It will be a tool that City officials can use to Plan and guide the future development of recreational amenities and infrastructure of the site. U. SCOPE OF SERVICES A. DATA GATERING, BASE MAPPING AND PROGRAM DEVELOPMENT 1. The Consultant shall conduct a walk-through of the Park and general area with the City to visually evaluate the existing site features, both on-site and off-site. 2. To the extent that such is available, the City will provide Consultant with a digital base map in Autocad, including all readily available information required to perform the Services for on-site and off-site conditions including, but not limited to: necessary CAD files and GIS files; existing boundaries; site contours/topography; above and below ground utilities; easements; property lines; right-of-ways, subdivision layouts, roadways, vegetation, soils/geotechnical information and drainage/hydrology information for the Park. Should any additional site survey information be necessary, the City will be provide this to the Consultant to the extent that the same is readily available and in the possession of the City. 3. Based upon the information provided by the City, the Consultant shall summarize and prepare an existing condition base map(s) for use in the development of a Master Plan for the Park as described in the project description and this Exhibit A. 4. Based upon information provided by the City, the Consultant shall provide a preliminary review of drainage and floodplain impacts on the Park, including, without limitation: a. Identifying limits of existing FEMA floodplain within the project base map. b. Identifying offsite drainage areas impacting the Park. c. Conceptually evaluate the proposed Park improvements for impacts on drainage features and provide input to team for Master Plan development. 5. The Consultant's environmental scientist will attend the pre-design walk-through with the design team, provide a review of Peloton's Jurisdictional Determination City of Fort Worth,Texas Alliance Park—Master Plan Professional Services Agreement—General City Project Number:100333 Rev. 12/2015 Page 10 of 14 Report and US Army Corps of Engineers (USACE) verification as these documents are provided by the City to the Consultant and will also advise the design team on potential issues as it pertains to Section 404 permitting for the Master Plan. 6. Based upon the site review documentation, the Consultant shall prepare a Site Analysis exhibit that identifies the potential opportunities and constraints of the existing Park site. 7. The Consultant shall attend one (1) meeting with the City staff to discuss the Park development program and specifically define the City's goals for the Master Plan development. Task A Deliverables: • Existing Conditions Base Map(s) • Park Development Program • Site Analysis/Opportunities Constraints Exhibit B. MASTER PLAN CONCEPT DEVELOPMENT 1. Based on the City approved vision, goals and program, the Consultant will prepare one (1) Preliminary Design Concept Plan for the proposed Park improvements ("Concept Plan"). This will be prepared in trace overlay format, full size and to a measureable scale. This concept plan will be provided to the City full size and to a measurable scale. 2. The Consultant shall attend one (1) public input meeting to obtain input from citizens regarding the Concept Plan for the Park. During this meeting, the Consultant team members will confirm the development goals and program items and document any potential changes to the Services. This public meeting will be scheduled and coordinated by the City. 3. The Consultant shall attend one (1) meeting with City representatives to review and discuss the preliminary design concept plan. During this meeting, a consensus for the Master Plan will be agreed upon which satisfies the program goals of the City. 4. The Consultant will make any necessary changes to the Concept Plan resulting from the public meeting and as directed by the City. 5. Based upon the approved Concept Plan, the Consultant will prepare a Preliminary Opinion of Probable Costs for the proposed Park improvements. City of Fort Worth,Texas Alliance Park—Master Plan Professional Services Agreement—General City Project Number:100333 Rev. 12/2015 Page 11 of 14 6. The Consultant shall prepare a final Master Plan which will be a color illustrative plan for the City to use in public presentations and as a guide for the future development of the project. The Consultant will also assist the City in creating and prioritizing the development with a list of development program items to that will be phased for future construction of the Park. 7. The Consultant shall attend one (1) Parks and Recreation Advisory Board meetings to present the Park Master Plan. Task B Deliverables: • Illustrative Master Plan • Preliminary Opinion of Probable Costs • List of Phasing Development Items • Preliminary Design Concept Plan for the Park Improvements III. PROPOSED SCHEDULE A. Data Gathering, Base Mapping and Program Development 6 to 8 weeks B. Master Plan Concept Development 8 to 10 weeks Total Estimated Timeline 14 to 18 weeks* *The proposed timeline is based on weeks from the Effective Date. IV. ASSUMPTIONS A. The program for the Park improvements is to develop a Master Plan for the park with the general park elements including Athletic Fields, Trails, Picnic Shelters, Restroom Facilities, Playgrounds, Vehicular Access and Parking. B. The City will provide, as expeditiously as possible and to the extent available and in possession of the City, all existing data and base information currently in its possession and as necessary to complete the Services described herein. The Services do not include any site topographic survey work or boundary work for the project area. The City will provide any additional information that is necessary. All information provided by the City is assumed to be accurate and complete, unless otherwise indicated by the City. Any information required to complete this scope of services that cannot be readily provided by the City will remain the responsibility of the City. C. The Services do not include any hydraulic or hydrology engineering modeling or design services including detailed hydrologic or hydraulic calculations, alternatives analysis to improve drainage conditions, design of stormwater improvements or FEMA map revisions, including LOMR or CLOMR. City of Fort Worth,Texas Alliance Paris—Master Plan Professional Services Agreement—General City Project Number:100333 Rev. 12/2015 Page 12 of 14 D. The Services do not include any environmental engineering services, including delineation of waters of the U.S., mapping of waters of the U.S., Section 404 permitting evaluation memorandum, Section 404 permit application, or consultation with the USACE or any water agency permitting or regulatory coordination with such agencies as the U.S. Army Corps of Engineers, FEMA, TCEQ, or others. E. The Services do not include any services for traffic studies or transportation engineering/planning services. F. This Services do not include any mass grading plans or studies. G. The Consultant shall attend the meetings and presentations as set forth herein. H. The Services do not include any 3D animations or models, or any special marketing graphics or booklets. I. The Services not include any schematic design, design development, construction documents, specifications or bid documents. I The master planning scope of work and program for the Park improvements will be based on the initial meeting with the City and an approximate construction budget of $2,000,000 as identified by the City . City of Fort Worth,Texas Alliance Paris—Master Plan Professional Services Agreement—General City Project Number: 100333 Rev.12/2015 Page 13 of 14 EXHIBIT B PAYMENT SCHEDULE 1. Total Compensation. Total compensation under this Agreement shall not exceed Forty- Two Thousand Seven Hundred Seventy-Six Dollars and No Cents ($42,776.00) for all Services performed under this Agreement to include the total of the Consultant's fee and all reimbursable expenses. a. Fee. As full and complete compensation for all Services described herein, Consultant shall be paid a fee of up to Forty Thousand Nine Hundred Seventy- Eight Dollars and No Cents ($40,978.00). The City shall pay the Consultant in the following installments set forth below: i. Monthly Invoices 1. Twenty-Four Thousand Five Hundred Eighty-Six Dollars and No Cents ($24,586.00) based on monthly invoices submitted by the Consultant as set forth herein. ii. Payments for Deliverables 1. Seven Thousand Four Hundred Nine -Nine Dollars and 00/100 ($7,499.00) after the City receives and accepts the deliverables set forth in Exhibit A.II.A. 2. Eight Thousand Nine Hundred Ninety-Three Dollars and 00/100 ($8,893.00) after the City receives and accepts the deliverables set forth in Exhibit A.H.B. b. Reimbursable Expenses. In addition to any fee herein, City shall reimburse Consultant in an amount not to'exceed One Thousand Seven Hundred Ninety- Eight Dollars and No Cents ($1,798.00) for the following expenses, whicyh must be reasonable and necessary: reproduction costs, computer plotting, printing, mounting, travel/mileage, travel/tolls, copies, photography, couriers, and deliveries, Incurred reimbursable expenses will be paid concurrently with any invoice submitted for the performance of Services. 2. To receive payment, Consultant shall provide the City with signed, monthly invoices detailing the total amount due, progress updates concerning the Services, the date for the billing period, any Reimburseable Expenses that have been incurred, along with any completed deliverables set forth in Exhibit A.II.A and B. In submitting the monthly invoices, Consultant shall provide copies of receipts for all Reimbursable Expenses. If the City requires additional reasonable information, it shall request the same promptly after receiving the above information and the Consultant shall provide such additional reasonable information to the extent the same is available. 3. The City shall pay the monies within thirty (30) calendar days after receipt of an invoice from the Consultant unless there is a dispute as to the information provided in the invoice or Services performed. For contested billings, the City shall make payment in full to Consultant in accordance with the Prompt Pay Act. City of Fort Worth,Texas Alliance Park—Master Plan Professional Services Agreement—General City Project Number:100333 Rev. 12/2015 Page 14 of 14 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-123004 Freese and Nichols, Inc. Fort Worth,TX United States Date Filed: 2 Name of governmental entity or state agency that is a parry to the contract for which the form is 10/12/2016 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Alliance Park Master Plan Design Services 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Herchert, Robert Fort Worth,TX United States X Pence, Bob Fort Worth, TX United States X Coltharp, Brian Fort Worth,TX United States X Milrany, Cindy Fort Worth,TX United States X Hatley,Tricia Oklahoma City, OK United States X Gooch, Tom Fort Worth, TX United States X Nichols, Mike Fort Worth, TX United States X Payne,Jeff Frisco,TX United States X New,John San Antonio, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm, under penalty of perjury,that the above disclosure is true and correct, O� SUSANNE M.JOHNSON * * ���of Tam It O V D 126432181 1 4- &�4 Signa e o uthorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said Kelly J. Shriver this the 12th day of October 2016 ,to certify which,witness my hand and seal of office. b AJ- M ,L/L 1 ►- --- usanne M. Johnson Not Signature of officer adminisfkring oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx,us Version V1.0.277 CORPORATE RESOLUTION FOR CONTRACT EXECUTION Resolved, that after Freese and Nichols' review and approval process of subject documents, any Officer or Vice President of Freese and Nichols, Inc, (FNI)— named in the listing attached hereto and made part hereof- be and are hereby authorized and empowered to sign any and all documents on behalf of FNI, and, Resolved,that after FNI review and approval process of subject documents, all Office Managers of FNI— a current listing attached hereto and made part hereof be and are hereby authorized and empowered to sign any and all professional services documents on behalf of FNI, and, Resolved, that after FNI review and approval process of subject documents, all Associates of FNI, — a current listing attached hereto and made part hereof be and are hereby authorized and empowered to sign any amendment, task authorization, task order or other like document which changes the scope and/or value of an existing professional services agreement whose values does not exceed $50,000 on behalf of FNI, and, Resolved,that after FNI review and approval process of subject documents, the Risk Manager of FNI,—a current listing attached hereto and made part hereof be and are hereby authorized and empowered to sign any and all documents on behalf of FNI whose value does not exceed$250,000. Resolved, that after FNI review and approval process of subject documents not related to professional services agreements,the Building Services Manager of FNI,—a current listing attached hereto and made part hereof be and are hereby authorized and empowered to sign any and all documents on behalf of FNI whose value does not exceed $50,000. Resolved that after FNI review and approval process of subject documents related to Subconsultant agreements,a Contract Administrator,whose name is in the listing attached hereto and made part hereof be and are hereby authorized and empowered to sign any and all documents related to subcontracted services on behalf of FNI whose value does not exceed $250,000. Resolved that after FNI review and approval process of subject documents and after appropriate execution of documents, all Officers, Vice Presidents, Associates, Contract Administrators, Risk Manager, Kelly Shriver and Susie Johnson be named by the Board as "authorized agents"of FNI in regard to executing Form 1295(Disclosure of Interested Parties)form. Corporate Resolution for Contract Execution June 24, 2016 Page 2 Documents-Any and All Any Amendments-Upto$50K Professional Svs.Docs Documents Up to Documents up to$50K Officers&Vice Associates Office Manager $250K Building Services Presidents Risk Manager Manager Robert F.Pence Jason Afinowicz Vima)Nair Ron Bavarian Will Allanach David Smith Brian Coltharp Jon S.Albright Hector Olmos Ron King Robert Herchert Will Allanach Robb Otey Cindy P.Milrany Robert Allen Murphy Parks Michael L.Nichols Charles Archer Gwen Perez Thomas C.Gooch James R.Baddaker Eric Potts Ron Lemons Ron Bavarian Richard Provolt Subconsultant Agreements,Authorizations up to$250K Chris Bosco David Bennett Leonard Ripley Dwain Brown Gennady Boksiner Jay Scanlon ContractAdministrator Jessica Brown Tony Bosecker Dan Sefko Susie Johnson Robert Chambers M.Les Boyd Matt Shafer Cody Cockroft Nick Cecava Trey Shanks Scott Cole Stephanie Coffman Carleton Sherrer John Dewar Shad Comeaux Mike Shiflett Attesting Contracts Attest Corporate Seal Kelly Dillard Antonio Diaz Juan Sierra Larry Eckersley Ted Gay Winston Silvia Officers,Vice Presidents and Associates Corporate Secretary Lee Freese Dan Gise Chad Simmons Contract Administrators Treasurer Russell Gibson Becky Griffith David Sloan Operations Analysts Assistant Corporate Alan Greer Eddie Haas Kevin St.Jacques Assistant Corporate Secretary Secretary Ron Guzman Jeff Hammond Bill Thaman Risk Manager Thomas Haster Rich Heine Jason Ward Office Managers Tricia Hatley Jeff Hensley Brad Watson Notaries Alan Hutson Anne Hoskins Richard Weatherly David Jackson Scott Hubley Kelly Wood Bryan Tann Linda Huff Kevin Johnson James R.Humphrey Executing form 1295-Disclosure of Interested Parties Richard Kelley Chris Jones Officers, Vice Presidents and Associates Kendall King Parris Jones Contract Administrators Donald Lampe Mazen Kawasmi Risk Manager Nick Lester Simone Kiel Kelly Shriver Raymond Longoria Ron King Susie Johnson Will S.McDonald Charles Kucherka Michael Morrison Stanford W.Lynch John New Scott Maughn Barbara Nickerson Spencer Maxwell Jeff Payne Allen McRee Mike Reedy Sam Meisner Kenneth Reeves Marc Miller John Rutledge Dustin Mortensen Wendy Shabay Matt Moses Trooper Smith Janis Murphy Gary Soward Jeff Taylor Victor Vasquez Coy Veach Alfred Vidaurri Steven Watters Mike Wayts Gordon Wells John Wolfhope IN WITNESS WHEREOF, I have hereunto affixed my signature this 24`h day of June, 2016. LL Robert L. Herchert, Chairman