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HomeMy WebLinkAboutContract 51188 CITY SECRETARY CONTRACT NO. �I CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality ("CITY"), and Freese and Nichols, Inc., authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: SWS-083 Program Prioritization Assignments. Article I Scope of Services The Scope of Services is set forth in Attachment A. Article II Compensation and Term of Agreement A. The ENGINEER's compensation shall be in the amount up to $300,000, with one renewal option, as set forth in Attachment B. B. Unless otherwise terminated pursuant to Article VI. D. herein, this Agreement shall be for a term beginning upon the effective date, as described below, and shall continue until the expiration of the funds or completion of the subject matter contemplated herein, whichever occurs first. This agreement may be renewed up to one (1) time, subject to available funds. Article III Terms of Payment �0 2 M ayments to the ENGINEER will be made as follows: S Invoice and Payment GC �'�` tom, 1%�9�cp �(1) {r The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in Attachment D to this AGREEMENT, to reasonably substantiate the invoices. O Rd Z4 2) The ENGINEER will issue monthly invoices for all work performed under this City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services OFFICIAL RECORD Revised Date:11.17.17 Page 1 of 17 CITY SECRETARY FT.WORTH,,TX AGREEMENT. Invoices are due and payable within 30 days of receipt. (3) Upon completion of services enumerated in Article I, the final payment of any balance will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. Article IV Obligations of the Engineer Amendments to Article IV, if any, are included in Attachment C. A. General The ENGINEER will serve as the CITY's professional engineering representative under this Agreement, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 2 of 17 subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be fumished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the Contract Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 3 of 17 progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the Contract Documents, nor shall anything in the Contract Documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the Contract Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the Contract Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the Contract City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 4 of 17 Documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Minority Business and Small Business Enterprise (MBE)(SBE) Participation In accord with the City of Fort Worth Business Diversity goals (Chapter 20, Article X of the City's Code of Ordinances a/k/a 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. Engineer acknowledges the MBE and SBE goals established for this contract 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 Engineer 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. J. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this contract. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 5 of 17 CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. K. INSURANCE (1) ENGINEER'S INSURANCE a. Commercial General Liability — the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an 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 the 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 the CITY specifically approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this agreement. b. Business Auto — the ENGINEER shall maintain business auto liability City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 6 of 17 and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of "any auto", including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this agreement or under any applicable auto physical damage coverage. c. Workers' Compensation — ENGINEER shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by ENGINEER pursuant to this agreement. d. Professional Liability — ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the contract or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the contract. An annual certificate of insurance specifically referencing this project shall be submitted to the CITY for each year following completion of the contract. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b. Applicable policies shall be endorsed to name the CITY 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, agents, and volunteers as respects the contracted City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 7 of 17 services. c. Certificate(s) of insurance shall document that insurance coverage specified in this agreement are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102. f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the contractual agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 8 of 17 changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. I. The CITY shall not be responsible for the direct payment of any insurance premiums required by this agreement. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. L. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. M. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. N. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. O. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 9 of 17 Agreement was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this Agreement which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. P. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment D to this AGREEMENT. Article V Obligations of the City Amendments to Article V, if any, are included in Attachment C. A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights- of-way, and access necessary for the ENGINEER's services or PROJECT construction. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 10 of 17 D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the project schedule prepared in accordance with Attachment D. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER's negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the project. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 11 of 17 no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this Agreement. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/installation insurance at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. (3) The CITY will specify that the Builders Risk/installation insurance shall be comprehensive in coverage appropriate to the PROJECT risks. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 12 of 17 Article VI General Legal Provisions Amendments to Article VI, if any, are included in Attachment C. A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER's performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated a.) by the City for its convenience upon 30 days' written notice to ENGINEER. b.) by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days' written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a.) Cost of reproduction of partial or complete studies, plans, City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 13 of 17 specifications or other forms of ENGINEER'S work product; b.) Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c.) The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. F. Indemnification In accordance with Texas Local Government Code Section 271.904, the ENGINEER shall indemnify or hold harmless the CITY against liability for any damage committed by the ENGINEER or ENGINEER's agent, consultant under contract, or another entity over which the ENGINEER exercises control to the extent that the damage is caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier. CITY is entitled to recover its reasonable attorney's fees in proportion to the ENGINEER's liability. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govem the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 14 of 17 venue for any litigation related to this AGREEMENT shall be Tarrant County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Articles V.F., VI.B., VI.D., VI.F., VI.H., and VI.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER agrees to defend, indemnify and hold harmless CITY and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. K. Immigration Nationality Act ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. ENGINEER 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 ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this Agreement for violations of this provision by ENGINEER. L. Prohibition On Contracts With Companies Boycotting Israel City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 15 of 17 ENGINEER acknowledges that in accordance with Chapter 2270 of the Texas Government Code, 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, ENGINEER certifies that ENGINEER'S signature provides written verification to the CITY that ENGINEER: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. 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. The following attachments and schedules are hereby made a part of this AGREEMENT: Attachment A- Scope of Services Attachment B - Compensation Attachment C -Amendments to Standard Agreement for Engineering Services Attachment D - Project Schedule Attachment E - Location Map City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:11.17.17 Page 16 of 17 Duly executed by each party's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY: BY: CITY OF FORT WORTH ENGINEER Freese and Nichols, Inc. Su n Alanis sistant City Manager Kelly kArd, P.E. Date: Vice-President and Principal � � � � Date: APPROVAL RECOMMENDED: By: L 4 Uj. Lj Dou—gv4rsig, Ph.D., P.E. Director, Director, Trans Cation and Public Works 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. 01 J nifer Dyke, W Stol6water S Planner APPROVED TO FORM AND LEGALITY By: Douglas Black Assistant City Attorne �o ATTEST: ►— `;= orm 1295 No. Z.019- 3 1122$ a J. Ka TEXP5 M&C No.: City Secreta t M&C Date: 1121/1� City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services EOFFICIALD-RE-CGRDRevised Date:11.17.17Page 17 of 17 ATTACHMENT "A" Scope of Services for Program Prioritization Assignments SWS-083 PROJECT UNDERSTANDING The mission of SWM is "to project people and property from harmful stormwater runoff." SWM accomplishes this by maintaining the stormwater infrastructure, building capital projects to mitigate hazards, warning the community of hazards, and reviewing development for compliance with City standards. The stormwater mission and work efforts are aligned with the City's overall strategic goals. This program prioritization contract will provide professional engineering services for program prioritization assignments to ensure that the Transportation and Public Works Department, Stormwater Management Division's resources are invested in the opportunities that are in the best interest of the Stormwater Program and community. Freese and Nichols, Inc. will strategically vet capital project and partnership opportunities for consistency with the strategic direction identified in the May 2018, Stormwater Management Program Master Plan (SWMPMP). Ideas for future project opportunities are brought to SWM from many sources such as from within the department (partnership with street projects), other city departments (partnership with park projects), partner organizations and jurisdictions (collaboration opportunities), landowners (land purchase requests and/or concerns regarding flooding or erosion), and developers (public private partnership opportunities). SWM needs assistance to strategically vet these ideas to determine if they are feasible (can they be implemented), affordable, effective, acceptable to the community, and beneficial for SWM's participation. The professional services will be focused on program prioritization to help ensure that the projects/initiatives that move forward for implementation have a sound technical and economic basis, are aligned with community goals, and are prioritized to optimize the use of program resources. The scope set forth herein defines the work to be performed by the ENGINEER in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. Under this scope, "ENGINEER" is expanded to include consultant and any sub-consultant, including surveyor, employed or contracted by the ENGINEER. OBJECTIVES 1. This contract provides for professional services through a number of Task Order assignments so that the City can respond to potential project opportunities on an as- needed basis. Some of these tasks may be urgent in nature and a rapid response capability is required. 2. Task Orders are to generally: • Identify project objectives and constraints • Collect existing relevant information such as GIS data, record drawings, existing studies and models City of Fort Worth,Texas Attachment A • Perform hydrologic and hydraulic calculations to determine flood and/or erosion risks • Identify and evaluate improvement alternatives and potential costs • Collaborate with the City and other stakeholders as appropriate for input • Evaluate the relative priority of project opportunities • Document the analysis and recommendations 3. Task orders will be initiated by the City and may include all or a portion of the services listed below based on the location and the specific project opportunity. Prior to the execution of any task orders, the specific scope of services and associated fees will be provided to the City. 4. These services may include, but are not limited to, the following: • Project management, meetings and coordination • Data research and collection • Site visits • Field Survey • GIS web mapping and analysis • Drainage basin delineation • Planning evaluations and calculations • Development of hydrologic and hydraulic models • Modification of existing hydrologic and hydraulic models • Documentation of flooding "hot spots" • Comparison of results to other studies • System capacity and level of service definition • Floodplain and inundation delineation • Proposed mitigation alternatives • Feasibility assessment of proposed alternatives and risk assessment • Evaluation of social and environmental factors • Benefits of proposed alternatives • Cost estimates for proposed alternatives • Prioritization assessment of proposed alternatives • Benefit-Cost Analysis • Estimation of Return on Investment, economic benefits, and development interests • Funding assessments • Support, updates, and continued improvement to the Enhanced Prioritization Database • Project development including conceptual design and definition of scope, schedule, cost estimate, risk register, and project charter for conceptual projects • Environmental assessments to potentially include historical review and coordination • Quality Assurance and Quality Control • Draft and Final reports • Electronic versions of all information (draft and final data, GIS, models or calculations) developed as part of the analysis City of Fort Worth,Texas Attachment A PMO Release Date:07/23/2012 Page 2 of 3 WORK TO BE PERFORMED Because of the great variation in the assessment needs at each location, the Scope of Work, Deliverables, Compensation, and Schedule are to be negotiated for each individual Task Order independently. Task Orders will be documented on a Task Authorization Form. Authorization to proceed is given by signature of the City's Project Manager. Compensation is based on time and materials using the rate sheet provided as Attachment "B" to this contract. City of Fort Worth,Texas Attachment A PMO Release Date:07/23/2012 Page 3 of 3 ATTACHMENT B COMPENSATION Program Prioritization Assignments SWS-083 Time and Materials with Rate Schedule Project I. Compensation A. The ENGINEER shall be compensated for personnel time, non-labor expenses, and subcontract expenses in performing services enumerated in Attachment A as follows: i. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Category Rate for the ENGINEER's team member performing the work. Labor Category Rate as presented in the rate schedule table below is the rate for each labor category performing the work and includes all direct salaries, overhead, and profit. A summary of current hourly billing rates is provided below: CAD Technician/Designer- 1 91 CAD Technician/Designer-2 117 CAD Technician/Designer- 3 145 Construction Manager- 1 85 Construction Manager-2 111 Construction Manager-3 131 Construction Manager-4 164 Corporate Project Support- 1 87 Corporate Project Support-2 105 Corporate Project Support- 3 139 Intern/Coop 53 Professional - 1 107 Professional -2 130 Professional -3 146 Professional -4 169 Professional -5 197 Professional -6 225 Senior Advisor 175 Technology Charge 8.50 ii. Non-Labor Expenses. Non-labor expenses shall be reimbursed as Direct Expenses at invoice or internal office cost. Direct Expenses (non-labor) include, but are not limited to, mileage, travel and lodging expenses, mail, supplies, printing and reproduction services, City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 1 of 5 B-1 ATTACHMENT B COMPENSATION other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. iii. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost to ENGINEER plus a markup of ten percent (10%). iv. Budgets. ENGINEER will make reasonable efforts to complete the work within the budget and will keep the City informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. ENGINEER is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay ENGINEER beyond these limits. If ENGINEER projects, in the course of providing the necessary services, that the PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions, the ENGINEER shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. When any budget has been increased, ENGINEER's excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. B. The ENGINEER shall be paid monthly payments as described in Section II - Method of Payment. II. Method of Payment A. The ENGINEER shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the ENGINEER, based on the actual hours and costs expended by the ENGINEER in performing the work. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER. C. ENGINEER shall prepare and submit invoices in the format and including content as presented in Exhibit B-1. D. Payment of invoices will be subject to certification by the City that such work has been performed. III. Progress Reports A. The ENGINEER shall prepare and submit to the designated representative of the Transportation and Public Works Department monthly progress reports and schedules in the format required by the City. City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 2 of 5 B-2 IV. Summary of Total Project Fees Firm Primary Responsibility Fee Amount % Prime Consultant Freese and Nichols, Inc. Engineering and PM $291,000 97.0% SBE Sub-Consultant Shield Engineering Cost Estimates $9,000 3.0% Group Non— M/WBE Consultants N/A TOTAL FEE $300,000 100% With one renewal option Project Number and Name Total Fee SBE Fee SBE % Program Prioritization $300,000 with one o Assignments SWS-083 renewal option $9,000 3.0/o City SBE Goal = 3% Consultant Committed Goal = 3% City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 3 of 5 B-3 ATTACHMENT "C" PROGRAM PRIORITIZATION ASSIGNMENTS SWS-083 AMENDMENTS TO STANDARD AGREEMENT FOR ENGINEERING SERVICES None. ATTACHMENT"C" Page 1 of 1 ATTACHMENT "D" PROGRAM PRIORITIZATION ASSIGNMENTS SWS-083 PROJECT SCHEDULE Project Schedules will be developed on an individual task order basis. ATTACHMENT"D" Page 1 of 1 ATTACHMENT "E" PROGRAM PRIORITIZATION ASSIGNMENTS SWS-083 LOCATION MAP This project is City-Wide. Individual project locations will be identified on a task order basis. ATTACHMENT"E" Page 1 of 1 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 8/21/2018 DATE: Tuesday, August 21, 2018 REFERENCE NO.: *"C-28805 LOG NAME: 20SWMPROGRAM PRI ORITIZATIONASSIGNMENTS SUBJECT: Authorize Execution of Engineering Services Agreement with Freese and Nichols, Inc., in the Amount of $300,000.00 with One Renewal Option for Program Prioritization Assignments (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of an Engineering Services Agreement with Freese and Nichols, Inc. in the amount of$300,000.00 with one renewal option for Program Prioritization Assignments (SWS-083). DISCUSSION: The agreement recommended by this Mayor and Council Communication will provide professional engineering services for program prioritization assignments to ensure that the Transportation and Public Works Department, Stormwater Management Division's resources are invested in the opportunities that are in the best interest of the Stormwater Program and community. Freese and Nichols, Inc. will strategically vet capital project and partnership opportunities for consistency with the strategic direction identified in the May 2018, Stormwater Management Program Master Plan (SWMPMP). A key outcome of the 2018 SWMPMP was a better appreciation for the wide variety of factors that need to be understood in order to optimize the use of program resources to best meet community needs. Staff resources are insufficient to efficiently compile and process the key data needed to inform program optimization. Engaging this engineering firm to focus on program prioritization will help ensure that the projects/initiatives that move forward for implementation have a sound technical and economic basis, are aligned with community goals, and are prioritized to optimize the use of program resources. A Request for Qualifications (RFQ)for a variety of stormwater professional services was published in the Fort Worth Star-Telegram on May 21, 2015 and May 28, 2015. Fifty five consultants responded to the RFQ, from which Freese and Nichols, Inc., was selected as the most qualified firm for this work based on published selection criteria. Freese and Nichols, Inc., proposes to perform the scope of work for this contract on a time and materials basis for a not-to-exceed fee of$300,000.00. The City will issue individual task orders for specific work under this Agreement until such time the contract funds have been expended. The City, at its sole option, may renew this contract one time under the same terms and conditions. City staff considers this fee to be fair and reasonable for the services to be performed. This contract will not result in any additional annual operating cost for the Transportation and Public Works (TPW) Stormwater Management Division. M/WBE Office— Freese and Nichols, Inc. is in compliance with the Citys BDE Ordinance by committing to 3 percent SBE participation. The Citys SBE goal on this project is 3 percent. This Stormwater contract area is located in ALL COUNCIL DISTRICTS. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations funds are available in the Stormwater Drainage Analysis Project Development and Prioritization Project, as appropriated, of the Stormwater Capital Projects Fund (52002) included in the Fiscal Year 2018 Stormwater Capital Improvement Plan. FUND IDENTIFIERS (FIDs): TO r7dl-�7 partment ccoun Project Program ctivity Budget Reference # moun ID _ ID Year Chartfield 2 FROM Fund Department ccoun Project Programl ctivity Budget Reference # ' moun ID ID Year j (Chartfield 2) CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Douglas Wiersig (7801) Additional Information Contact: Jennifer Dyke (2714) ATTACHMENTS 1. FID Table.xlsx (CFW Internal) 2. FNI Compliance Memo SWS-083.pdf (CFW Internal) 3. Form 1295 SWS-083.pdf (Public) 4. SWM PROGRAM PRI ORITIZATIONASSIGNMENTS Requisition.pdf (CFW Internal) 5. SWS-083 SAM Report.pdf (CFW Internal) C"l-aSSC)s CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl 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. 2018-379228 Freese and Nichols,Inc. Fort Worth,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the forms 07/12/2018 being filed. City of Fort Worth Date Acknowl d ed: 3 Provide the identification number used by the govemmental 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. SWS-083 SWS-083 Miscellaneous Conceptual Planning 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Milrany,Cindy Fort Worth,TX United States X Cole,Scott Fort Worth,TX United States X Nichols,Mike Fort Worth,TX United States X Johnson,Kevin Dallas,TX United States X Wolfhope,John Austin,TX United States X Taylor,Jeff Houston,TX United States X Coltharp,Brian Fort Worth,TX United States X Pence,Robert Fort Worth,TX United States. X Gooch,Tom Fort Waith,TX United States X 5 Check only If there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is XON shdwr and my date of birth is 01=162 My address Is 4055 International Plaza,Suite 200 FortWorth TX 76109 USA (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Tarrant County, State of Texas on the 1 fh day of ,(Uy 20J�L_. (month) (year) Signatureof ed agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.stat6.-6.us Version V1.0.6711