HomeMy WebLinkAboutContract 51772 C;TY SFCRETR.RY
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CITY OF FORT WORTH, TEXAS
STANDARD AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the
"CITY"), and Dunaway Associates, L.P., a Texas limited partnership ("Consultant"), for a
PROJECT generally described as designing an admission fence for general admission to
the garden.
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 building an admission fence for
general admission to the garden.
(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
�O from oral orders of any person.
ti Q�
Article II
s 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 $25,275.00 unless the
City and the Consultant mutually agree upon a fee amount for additional services and
amend this Agreement accordingly.
City of Fort Worth,Texas
Standard Agreement for Professional Services
Page 1 of 14
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 Cons.iltant's invoice for payment of
same.
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 one
year, beginning upon the date of its execution, or until the completion of the subject matter
contemplated herein, whichever occurs first. This Agreement may be extended for one
additional one-year term upon written agreement of the parties.
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.
City of Fort Worth,Texas
Standard Agreement for Professional Services
Page 2 of 114
(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.
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 Fort Worth Botanic Garden,
Attention: Bob Byers, 3220 Botanic Garden Blvd, Fort Worth, TX 76017, prior to
commencement of work.
City of Fort Worth,Texas
Standard Agreement for Professional Services
Page 3 of 14
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.
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 eidorsed to provide that such
insurance is primary protection and any self-funded or commercial coverage
maintained by City shall not be called upon to con-sibute 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.
City of Fort Worth,Texas
Standard Agreement for Professional Services
Page 4 of 14
Article VIII
Termination of Contract
(1) City may terminate this Agreement for its convenience on thirty (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
(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.
City of Fort Worth,Texas
Standard Agreement for Professional Services
Page 5 of 14
(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.
Article X
Minority Business and Small Business Enterprise (MBE;)(SBE) Participation
The City's Economic Development Department has determined that no MBE or SBE
participation is required for this Agreement.
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 shal 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
Page 6 of 14
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: Bob Byers
Garden Director
3220 Botanic Garden Drive
Fort Worth, Texas 76107
With copies to the City Attorney's Office and the City Manager's Office at the
following address:
200 Texas Street
Fort Worth, Texas 76102
Consultant: Dunaway Associates
Attn: Jeff Taylor
550 Bailey Avenue, Suite 400
Fort Worth, Texas 76107
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
Page 7 of 14
Article XVII
Immigration Nationality Act
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination.
Consultant shall verify the identity and employment eligibility of all employees who perform
work under this Agreement. Consultant 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. Consultant 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. Consultant shall provide City with a certification letter that it has complied
with the verification requirements required by this Agreement. CONSULTANT 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 Consultant.
Article XVIII
House Bill 89
Consultant 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 Agreement,
Consultant certifies that Consultant's signature provides written verification to the
City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of this Agreement.
Article XIX
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.
[SIGNATURES ON FOLLOWING PAGE]
City of Fort Worth,Texas
Standard Agreement for Professional Services
Page 8 of 14
Executed and effective this the ,°'; 5 day of_-7a,iva!�t , 2019.
BY: BY:
CITY OF FORT WORTH DUNAWAY ASSOCIATES, L.P.
by Dunaway Genpar, LLC, it's General Partner
Fernando Costa Ftl
Assistant CityManager Pagem t Manager
Date: / /7 /9 D019
APPROVAL RECOMMENDED:
By: .U— �74�
R hard Zavala
D ifVctor, Park&Recreation Department
APPROVED AS TO FORM AND LEGALITY
M&C No.: N/A
By:
Richard A. McCracken
Assistant City Attorney M&C Date: N/A
ATTES °' ' �0-RT�O
By' ' omli5 Certification: N/A
Mafy J. Kayser
City Secretary
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:
Bob yers
Garden Director
City of Fort Worth,Texas OFFICIAL RE
COP'71
Standard Agreement for Professional Services CITY qF-r
Page 9 of 14 y't
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ATTACHMENT A
SCOPE OF SERVICES
PROJECT UNDERSTANDING
Dunaway Associates will provide architecture services for the Fort Worth Botanic
Garden (FWBG) for the construction of approximately 1,300 liner feet ornamental
metal fence as shown in the attached exhibit. This fence will be a pedestrian barrier
that will separate the free areas of the park from the areas requiring paid admission.
The FWBG plans to utilize City approved contractors to construct the project by July to
be in time for the fee assessment.
The scope of services includes the following:
EXECUTIVE FEE SUMMARY
Project Initiation
1. Kickoff Meeting $800
Land Surveying
2. Conduct a Topographic Survey $4,475
Structural Engineering
3. Prepare Structural Construction Documents $4,000
Landscape Architecture
4. Construction Documents $11,000
5. Owner Meetings and Conference Calls $2,000
6. Construction Administration $2,500
7. Administration Fee (2%) $500
Total: $25,275
PROJECT INITIATION
1. Project Kickoff Meeting — Dunaway will prepare a scaled aerial base exhibit
and attend a kickoff meeting with the Client on site to discuss owner
preferences for the construction of the fence and gates then visit the site
location the existing site conditions. At this meeting Dunaway will walk the
site with the client to identify an initial preferred alignment for the fence and
mark the location with flags to be later surveyed.
LAND SURVEYING
2. Topographic Survey — Dunaway will provide a topographic survey of
approximately 1300 linear foot fence alignment and will locate and identify all
trees 4" caliper and larger 10' on either side of the initial preferred alignment.
One-foot interval contours will be developed based on the results of the
measurements taken. Existing visible utility facilities will be located and
depicted on the face of the survey along with other visible improvements
City of Fort Worth,Texas
Standard Agreement for Professional Services
Page 10 of 14
situated within the defined area. The vertical datum on which the elevations
are based will be City of Fort Worth. As owner of the property, the Client
authorizes the Dunaway to enter the property to conduct the survey.
STRUCTURAL ENGINEERING
3. Structural - Construction Documents — Dunaway will prepare construction
documents for the private developments required for this project. These
construction documents will be signed and sealed by a Registered
Professional Engineer licensed in the State of Texas and will be processed
with the City of Fort Worth for approval and construction. We will provide a
fully coordinated model, building plans and details with final architectural
floor plans, elevations, building sections, wall sections, details and
specifications. Any changes to the plan after notice to proceed shall be
considered additional services.
LANDSCAPE ARCHITECTURE
4. Construction Documents — Dunaway will prepare construction documents
for the improvements required for this project. These construction documents
will be signed and sealed by a Registered Landscape Architect licensed in
the State of Texas and will be suitable for bidding and construction.
Dunaway will prepare plans to a 75% completion level and submit them to the
Client for review and comment. Upon client approval Dunaway will finalize the
construction documents for the Clients use. Any changes to the plans after
drawings are signed and sealed notice to proceed shall be considered
additional services.
A tentative list of drawings anticipated to be prepared for this project follows:
• Existing conditions and removal items - showing topography,
existing observable site conditions and identifying trees to be
removed and understory areas to be cleared andgrubbed.
• Layout and construction plans - These plans will include a plan
identifying the fence alignment, locations of post, type of fence,
vehicular gate locations and maintenance/ service gates as describe
by client.
Note: It is anticipated that the fence will follow the existing topography. Fine
grading may be indicated on the construction plans but separate grading plans
with significant grading is not contemplated as part of this proposal.
• Fence elevation - Dunaway will prepare a fence elevation of the
entire alignment relative to the existing topography showing post
locations, panel widths and heights, as well as gate locations.
• Details — Including typical fence sections, step transitions, concrete
mow strip, enhanced fence panels (if required adjacent to public
areas), pedestrian gates for service/maintenance and an automated
vehicular gate.
City of Fort Worth,Texas
Standard Agreement for Professional Services
Page 11 of 14
• Specifications—written in plan notes.
5. Owner Meetings and Conference Calls — Dunaway will attend required
project / design coordination meetings and conference calls on an as-
needed basis. As part of the base scope of services we have included up to
three (3) meetings and eighteen (18) man-hours for this effort in each phase
of design. If additional time is required by the Owner, we can perform this
service on an hourly basis.
6. Construction Administration (budget estimate only) — During the
construction phase, Dunaway will visit the site at i 7tervals appropriate to
reviewing the work specified in our documents to become generally
familiar with the progress and quality of the work completed and to
determine if the work is being performed in accordance with the Contract
Documents. We have provided a budget lump sum estimate for time this
work may require but, as the exact magnitude of the work and the ability of
the general and landscape contractors is unknown at this time, the fees and
number of site visits should be considered "for budget purposes only."
Specifically, Dunaway will:
a. Site Visits- provide a maximum of five (5) site visits to monitor some, if
not all, of the following stages of landscape construction:
• Pre-Construction or"Kick-Off'meeting.
• Completion of fine grading.
• Layout of major hardscape elements (i.e., footings, fences and gates).
• Review of installed hardscape elements.
• Pre-final Walkthrough for project acceptance.
• Final Walkthrough for project acceptance.
b. Field reports or"punch lists" - prepare typed field reports indicating the status
of construction for each site visit attended.
C. Project Coordination - perform on-going coordination with the project consultants
and contractors to resolve landscape-related construction installation issues.
d. Shop Drawing Review- review, comment and process, contractor's shop drawings
as they relate to the landscape construction documents.
e. Request for Information "RFI's" - review and respond to Contractor's RFI's during
construction. Prepare clarification drawings, if required, to resolve construction
ambiguities.
f. Change Orders - prepare and coordinate landscape-related change orders as
necessary, with the owner.
Only those services specifically mentioned in the Scope of Work section are offered as part
of this proposal.
City of Fort Worth,Texas
Standard Agreement for Professional Services
Page 12 of 14
Fort North Botanic Garden
New Fence Location: Option 2
• New fence connects to existing fence at Fuller Garden,then runs Lef"end:
along eastern bank of the stream until the Nature Trail.Fence Existing Stream
then runs along Nature Trail to University Fence.
♦ TGC remains in free area. •-•••••••••• Proposed New Fence
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City of Fort Worth,Texas
Standard Agreement for Professional Services
Page 13 of 14
ATTACHMENT B
VERIFICATION OF SIGNATURE AUTHORITY
Dunaway Associates, L.P.
550 Bailey Avenue, Suite 400
Fort Worth,Texas 76107
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: Jeffrey S Taylor, PE
Position:P incipal Engagement Manager
Si e
2. Name:
Position:
Signature
3. Name:
Position:
Signature
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Signature of President/C O
Other Title: /
Date:
City of Fort Worth,Tums
Standard Agreement for Professbnal Senkss
Page 14 of 14