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CITY OF FORT WORTH, TEXAS CONTRACT NO. 6 1
STANDARD AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality
(the "CITY"), and R. L. Woods & Associates, LLC, authorized to do business in Texas, an
independent contractor ("Consultant"), for a PROJECT generally described as: Gordon Swift
Elevator Shaft Study.
The Agreement documents shall include the following:
1. This Standard Agreement for Professional Services;
2. Attachment"A"—Scope of Services;
3. Attachment"B"—Verification of Signature Authority Form.
Attachments A and B, which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. In the event of any conflict between the terms and conditions
of Attachments A or B and the terms and conditions set forth in the body of this Agreement,
the terms and conditions of this Agreement shall control.
Article I
Scope of Services
(1) Consultant hereby agrees to perform as an independent contractor the services set
forth in the Scope of Services attached hereto as Attachment "A". These services
shall be performed in connection with Gordon Swift Elevator Shaft Study.
(2)Additional services, if any, will be requested in writing by the City. City shall not pay
for any work performed by Consultant or its subconsultants, subcontractors and/or
suppliers that has not been ordered in writing. It is specifically agreed that
Consultant shall not be compensated for any alleged additional work resulting from
oral orders of any person.
Article II
Compensation
Consultant shall be compensated in accordance with the Fee Schedule shown in
Attachment "A". Payment shall be considered full compensation for all labor, materials,
supplies, and equipment necessary to complete the services described in Attachment "A".
However the total fee paid by the City shall not exceed a total of$1,500.00 unless the City
and the Consultant mutually agree upon a fee amount for additional services and amend
this Agreement accordingly.
The Consultant shall provide monthly invoices to the City. Payment for services rendered
shall be due within thirty (30) days of the uncontested performance of the particular
services so ordered and receipt by City of Consultant's invoice for payment of same.
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Acceptance by Consultant of said payment shall operate as and shall release the City from
all claims or liabilities under this Agreement for anything related to, done, or furnished in
connection with the services for which payment is made, including any act or omission of
the City in connection with such services.
Article III
Term
Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 30
days, beginning upon the date of its execution, or until the completion of the subject matter
contemplated herein, whichever occurs first.
Article IV
Independent Contractor
Consultant shall operate hereunder as an independent contractor, and not as an officer,
agent, servant, or employee of the City. Consultant shall have exclusive control of and the
exclusive right to control the details of its work to be performed hereunder and all persons
performing same, and shall be solely responsible for the acts and omissions of its officers,
agents, employees, contractors and subcontractors. The doctrine of respondent superior
shall not apply as between City and Consultant, its officers, agents, employees, contractors,
and subcontractors, and nothing herein shall be construed as creating a partnership or joint
venture between City and Consultant.
Article V
Professional Competence and Indemnification
(1) Work performed by Consultant shall comply in all aspects with all applicable local,
state and federal laws and with all applicable rules and regulations promulgated by
the local, state and national boards, bureaus and agencies. Approval by the City
shall not constitute or be deemed to be a release of the responsibility and liability of
Consultant or its officers, agents, employees, contractors and subcontractors for the
accuracy and competency of its services performed hereunder.
(2) In accordance with Texas Local Government Code Section 271.904, the
Consultant 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 Consultant or Consultant's agent,
consultant under contract, or another entity over which the Consultant's
exercises control.
City of Fort Worth,Texas
Standard Agreement for Professional Services
Revision Daus:10/30/2017
Page 2 of 10
Article VI
Insurance
(1) Consultant shall not commence work under this Agreement until it has obtained all
insurance required under this Article and the City has approved such insurance, nor
shall Consultant allow any subcontractor to commence work on its subcontract until
all similar insurance of the subcontractor has been so obtained and approval given
by the City; provided, however, Consultant may elect to add any subconsultant as
an additional insured under its liability policies.
Commercial General Liability
$1,000,000 each occurrence
$2,000,000 aggregate
Automobile Liability
$1,000,000 each accident (or reasonably equivalent limits of
coverage if written on a split limits basis). Coverage shall be
on any vehicle used in the course of the Project.
Worker's Compensation
Coverage A: statutory limits
Coverage B: $100,000 each accident
$500,000 disease- policy limit
$100,000 disease -each employee
(2)Additional Insurance Requirements
a. Except for employer's liability insurance coverage under Consultant's worker's
compensation insurance policy, the City, its officers, employees and servants shall
be endorsed as an additional insured on Consultant's insurance policies.
b. Certificates of insurance shall be delivered to the Architectural Services, Attention:
Brian R. Glass, 401 West 13th Street. Fort Worth, TX 76012, prior to
commencement of work.
c. Any failure on part of the City to request required insurance documentation shall
not constitute a waiver of the insurance requirements specified herein.
d. Each insurance policy shall be endorsed to provide the City a minimum thirty days
notice of cancellation, non-renewal, and/or material change in policy terms or
coverage. A ten days notice shall be acceptable in the event of non-payment of
premium.
e. 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.
City of Fort Worth,Texas
Standard Agreement for Professional Services
Revision Data:10/30/2017
Page 3 of 10
f. 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. The City must approve in writing any alternative
coverage.
g. Workers' compensation insurance policy(s) covering employees employed on the
Project shall be endorsed with a waiver of subrogation providing rights of recovery
in favor of the City.
h. City shall not be responsible for the direct payment of insurance premium costs
for Consultant's insurance.
i. Consultant's insurance policies shall each be endorsed to provide that such
insurance is primary protection and any self-funded or commercial coverage
maintained by City shall not be called upon to contribute to loss recovery.
j. In the course of the Agreement, Consultant shall report, in a timely manner, to
City's officially designated contract administrator any known loss occurrence which
could give rise to a liability claim or lawsuit or which could result in a property loss.
k. Consultant's liability shall not be limited to the specified amounts of insurance
required herein.
I. Upon the request of City, Consultant shall provide complete copies of all
insurance policies required by these Agreement documents.
Article VII
Transfer or Assignment
City and Consultant each bind themselves, and their lawful successors and assigns, to this
Agreement. Consultant, its lawful successors and assigns, shall not assign, sublet or transfer
any interest in this Agreement without prior written consent of the City.
Article Vlll
Termination of Contract
(1) City may terminate this Agreement for its convenience on 30 days' written notice.
Either the City or the Consultant for cause may terminate this Agreement if either
Party fails substantially to perform through no fault of the other and does not
commence correction of such nonperformance with 5 days of written notice and
diligently complete the correction thereafter
City of Fort Worth,Texas
Standard Agreement for Professional Services
Revision Date:10/30/2017
Page 4 of 10
(2) If City chooses to terminate this Agreement under Article 8, upon receipt of notice of
termination, Consultant shall discontinue services rendered up to the date of such
termination and City shall compensate Consultant based upon calculations in Article
II of this Agreement.
(3)All reports, whether partial or complete, prepared under this Agreement, including
any original drawings or documents, whether furnished by the City, its officers,
agents, employees, consultants, or contractors, or prepared by Consultant, shall be
or become the property of the City, and shall be furnished to the City prior to or at
the time such services are completed, or upon termination or expiration of this
Agreement.
Article IX
Right to Audit
(1) 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 any directly
pertinent books, documents, papers and records of Consultant involving transactions
relating to this Agreement. Consultant agrees that the City shall have access during
normal working hours to all necessary facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of
this section. City shall give Consultant reasonable advance notice of intended audits.
(2) Consultant further agrees to include in all its subcontracts hereunder, a provision to
the effect that the subcontracting consultant agrees that the City shall, until the
expiration of three (3) years after final payment under the subcontract, have access
to and the right to examine any directly pertinent books, documents, papers and
records of such sub-consultant, involving transactions to the subcontract, and
further, that City shall have access during normal working hours to all sub-
consultant facilities, and shall be provided adequate and appropriate work space in
order to conduct audits in compliance with the provisions of this article. City shall
give Consultant and any sub-consultant reasonable advance notice of intended
audit.
(3) Consultant and sub-consultants agree to photocopy such documents as may be
requested by the City. The City agrees to reimburse Consultant for the cost of copies
at the rate published in the Texas Administrative Code in effect as of the time copying
is performed.
City of Fort Worth,Texas
Standard Agreement for Professional Services
Revision Date:10/302017
Page 5 of 10
Article X
Minority Business and Small Business Enterprise (MBE)(SBE) Participation
In accordance with the City's Business Diversity Enterprise Ordinance No. 20020-12-2011,
as amended, the City has goals for the participation of minority business enterprises and/or
small business enterprises in City contracts. Consultant acknowledges the MBE and SBE
goals established for this Agreement and its accepted written commitment to MBE and SBE
participation. Any misrepresentation of facts (other than a negligent misrepresentation)
and/or the commission of fraud by the Consultant may result in the termination of this
Agreement and debarment from participating in City contracts for a period of time of not less
than three (3) years.
Article XI
Observe and Comply
Consultant shall at all times observe and comply with all federal, state, and local laws and
regulations and with all City ordinances and regulations which in any way affect 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. Consultant agrees to defend, indemnify and hold harmless City
and all of its officers, agents and employees from and against all claims or liability arising out
of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its
employees.
Article XII
Venue and Jurisdiction
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement, venue for such action shall lie in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of Texas
— Fort Worth Division. This Agreement shall be construed in accordance with the laws of
the State of Texas.
Article XIII
Contract Construction
The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed
and revised this Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party must not be employed in the
interpretation of this Agreement or any amendments or exhibits hereto.
City of Fort worth,Texas
Standard Agreement for Professional Services
Revision Date:10130/2017
Page 6 of 10
Article XIV
Severability
The provisions of this Agreement are severable, and if any word, phrase, clause,
sentence, paragraph, section or other part of this Agreement or the application thereof to
any person or circumstance shall ever be held by any court of competent jurisdiction to be
invalid or unconstitutional for any reason, the remainder of this Agreement and the
application of such word, phrase, clause, sentence, paragraph, section, or other part of this
Agreement to other persons or circumstances shall not be affected thereby and this
Agreement shall be construed as if such invalid or unconstitutional portion had never been
contained therein.
Article XV
Notices
Notices to be provided hereunder shall be sufficient if forwarded to the other Party by
hand-delivery or via U.S. Postal Service certified mail return receipt requested, postage
prepaid, to the address of the other Party shown below:
City of Fort Worth:
Attn: Brian R. Glass, AIA
Architectural Services Manager
401 West 13th Street
Fort Worth, Texas 76102
Consultant:
R. L. Woods &Associates, LLC
Attn: Renate' L.Woods, P.E.
1151 W. Pioneer Parkway
Arlington, Texas 76013
Article XVI
Headings
The headings contained herein are for the convenience in reference and are not intended
to define or limit the scope of any provision of this Agreement.
City of Fort Worth,Texas
Standard Agreement for Professional Services
Revision Date:1013012017
Pape 7 of 10
Article XVII
Immigration Nationality Act
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Vendor
shall verify the identity and employment eligibility of all employees who perform work under
this Agreement. Vendor shall complete the Employment Eligibility Verification Form (1-9),
maintain photocopies of all supporting employment eligibility and identity documentation for
all employees, and upon request, provide City with copies of all 1-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement.
Vendor shall establish appropriate procedures and controls so that no services will be
performed by any employee who is not legally eligible to perform such services. Vendor shall
provide City with a certification letter that it has complied with the verification requirements
required by this Agreement. Vendor shall indemnify City from any penalties or liabilities due
to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
House Bill 89
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, 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, Contractor certifies
that Contractor's signature provides written verification to the City that Contractor: (1)
does not boycott Israel;and(2) will not boycott Israel during the term of the contract.
City of Fort Worth,Texas
Standard Agreement for Protessional Services
Revision Date:10130/2017
Page a of 10
Article XVIII
Counterparts
This Agreement may be executed in one or more counterparts and each counterpart shall,
for all purposes, be deemed an original, but all such counterparts shall together constitute
but one and the same instrument �n'
Executed and effective this the day of I YApfil"l,,'12018.
BY: BY:
CITY Ol� FORT WORTH CONSULTANT
R. L. Woods &Ass ciates, LLC
,('Jesus J. Chapa Renate' L. Woods, P.E.
Assistant Ci Manager Principal
Date: Date: ' �� /.Zo/
APPROVAL RECOMMENDED:
By:
Co Steve Cooke
Director, Property Management
APPROVED AS TO FORM AND LEGALITY
M&C No.: Not Required
By:
ohn B. S609e
Assistant City Attorney M&C Date: Not Required
S
FORT Form 1295 Certification: Not Required
•
Wry J. Kayser :'0
City Secretary
Z
�XAS
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-
By:
By:
am. a. &G."
Brian R. Glass,AIA
Architectural Services Manager w� a����
City of Fort Worth.Texas 0"1=RECORD
CORD
Standard Agreement for Professional Services �p�w o
Revision Date:10/30/2017 CM 36CRE ARv
Page 9 of 10
FT.WORTH,TX
Attachment"A"
R. L. Woods & Associates, LLC
Structural and Forensic Engineering
1151 W.Pioneer Pkwy Arlington,Texas 76013 817-277-6686 waw.rhvaengineers.eom
April 22,2018
Mr.James Diestel
T/PW Architectural Services Section
City of Fort Worth
401 West 13'h Street
Fort Worth,TX 76102
Reference: Gordon Swift Building—Elevator Shaft
Fort Worth,Texas
Dear Mr. Diestel:
R L Woods & Associates is pleased to provide this proposal to you for engineering services
related to the noted distress of the clay block elevator shaft wall at the Gordon Swift Building.
The following is our understanding of the project:
• Mortar and pieces of the clay block shaft wall have been dislodging from the existing
shaft wall and falling on the elevator cab.
• There are no available as-built drawings for the building, which was built in 1942 and
purchased by the City in 2014.
Based upon our understanding of the project requirements, we propose the following Scope of
Services and Basis of Compensation:
I. SCOPE—Basic Services
A. Visit the site to review conditions.
B. Research current code requirements for elevator shaft walls and provide a
recommendation for repairing the wall.
C. Repair recommendation will be in narrative style and will not include drawings
for repair.
II. LIMITATION OF SCOPE
The scope of our services does not include:
A. Destructive testing of any nature.
B. Any other services not specifically listed in the scope of services above.
C. Square footage of repair area will not be given in our repair recommendation. It
will be up to City of Fort Worth personnel to review requirements with
Contractor and provide information on quantity and limits of repair area.
111. PROPOSAL ASSUMPTIONS:
A. We plan to perform our services between 8:00 am and 5:00 pm on weekdays.
IV. COMPENSATION:
We propose to perform these services for a stipulated sum of$1500.00
We look forward to working with your office on this project. Please do not hesitate to contact our
office if you have any questions regarding the proposed Scope of Services or if you need any
additional information.
Sincerely,
R L Woods& Associates
�
Renate' L. Woods, P.E.
Principal
ATTACHMENT "B"
VERIFICATION OF SIGNATURE AUTHORITY
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Consultant hereby agrees to provide City with independent audit basic financial statements, but
also the fair presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Consultant and to execute any
agreement, amendment or change order on behalf of Consultant. Such binding authority has been
granted by proper order, resolution, ordinance or other authorization of Consultant. City is fully
entitled to rely on the warranty and representation set forth in this Form in entering into any
agreement or amendment with Consultant. Consultant will submit an updated Form within ten (10)
business days if there are any changes to the signatory authority. City is entitled to rely on any
current executed Form until it receives a revised Form that has been properly executed by
Consultant.
1. Name:
Position:
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Signature
2. N e:
Posi 'on:
Sign /t
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3. me:
osition:
Signature
Na
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i n ture of President/CEO
Other Titled: Lf-1r,GI P4 L-
Date: "7 /L 0 JU
City of Fort Worth,Texas
Standard Agreement for Professional Services
Revision Date:10!30/2017
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